Conditions to Obligations of the Parent Clause Samples
The "Conditions to Obligations of the Parent" clause defines the specific requirements that must be satisfied before the parent company is obligated to perform its duties under an agreement. Typically, these conditions may include the completion of certain actions by the other party, the receipt of regulatory approvals, or the absence of material adverse changes. By clearly outlining these prerequisites, the clause ensures that the parent company is only bound to proceed when all agreed-upon conditions are met, thereby protecting it from premature or unwarranted obligations.
Conditions to Obligations of the Parent. The obligation of the Parent to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of the Parent. The obligation of the Parent to consummate the Transactions is subject to the satisfaction (or waiver by the Parent) of the following additional conditions:
(a) the Parent shall have completed all necessary legal due diligence to their reasonable satisfaction;
(b) the Parent shall have obtained all of the deliverables set forth in (i) Section 5.1 from the Shareholders and (ii) Section 5.3 from the Company, in form and substance reasonably satisfactory to the Parent;
(c) the Company shall have obtained (and shall have provided copies thereof to the Parent) all other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, which are required on the part of the Company, except such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement;
(d) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representations and warranties that, individually or in the aggregate, do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement;
(e) the Company shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement;
(f) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injun...
Conditions to Obligations of the Parent. The obligations of the Parent to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by the Parent in its sole discretion:
Conditions to Obligations of the Parent. The obligation of the Parent to consummate the Share Exchange is subject to the satisfaction (or waiver by the Parent) of the following additional conditions:
(a) the Company shall have obtained (and shall have provided copies thereof to the Parent) (i) the Company Consents and (ii) all other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices which are required on the part of the Company, except such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement;
(b) the Company shall have delivered to the Parent a certificate, validly executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the articles of incorporation and bylaws of the Company; (ii) the valid adoption of resolutions of the board of directors of the Company (whereby this Agreement and the transactions contemplated hereunder were unanimously approved by the board of directors) and covering such other matters as the Parent shall reasonably request; (iii) a good standing certificate from the Secretary of State of the State of Delaware dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; and
(c) all outstanding of the Company and all outstanding shares of preferred stock of the Company shall have been converted into shares of Company common stock.
Conditions to Obligations of the Parent. The obligations of the Parent under this Agreement are subject to the fulfillment, at the Closing Date, of the following conditions precedent, each of which may be waived in writing in the sole discretion of the Parent:
Conditions to Obligations of the Parent. The obligations of the Parent to effect the Merger are subject to the satisfaction of the following additional conditions unless waived by the Parent:
Conditions to Obligations of the Parent. The obligation of the Parent to proceed to Closing is subject to the satisfaction of the following additional conditions:
(a) the representations and warranties of the Company and the Shareholders set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing as though made as of the Closing, except for any untrue or incorrect representation and warranty that, individually or in the aggregate, does not have a material adverse effect or a material adverse effect on the Company, the Parent, or the ability of the Parties to consummate the transactions contemplated by this Agreement; and
(b) there have been no material adverse changes to the Company’s business since the date of this Agreement.
Conditions to Obligations of the Parent. In addition to the conditions specified in Section 8.1, the obligations of the Parent and the Merger Subs to consummate the Mergers and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Parent) of the following conditions:
Conditions to Obligations of the Parent. The obligation of the Parent to consummate the Securities Exchange is subject to the satisfaction (or waiver by the Parent) of the following conditions:
(a) all representations and warranties of the Company and the Company Member set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing as though made as of the Closing (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct would not have a Company Material Adverse Effect;
(b) the Company and the Company Member shall have performed or complied with their agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement;
Conditions to Obligations of the Parent. The obligation of the Parent to acquire the Shares pursuant to this Agreement is subject to the satisfaction, at or prior to Closing, of each of the following conditions, any one or more of which may be waived at the sole options of the Parent: