CONDITIONS TO PARENT'S AND SUB'S OBLIGATIONS Sample Clauses

The "Conditions to Parent's and Sub's Obligations" clause sets out specific requirements that must be satisfied before the parent company and its subsidiary are legally required to fulfill their obligations under an agreement, such as completing a merger or acquisition. These conditions might include obtaining regulatory approvals, securing shareholder consent, or ensuring that no material adverse changes have occurred. By clearly outlining these prerequisites, the clause protects both parties from being bound to proceed if essential conditions are not met, thereby managing risk and ensuring that all necessary steps are completed before final commitments are made.
CONDITIONS TO PARENT'S AND SUB'S OBLIGATIONS. The obligations of Parent and Sub to effect the Merger and complete the related transactions contemplated by this Agreement are subject, in the discretion of Parent, to the satisfaction, on or prior to the Closing Date, of each of the following conditions:
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CONDITIONS TO PARENT'S AND SUB'S OBLIGATIONS. The execution and delivery of this Agreement and Closing shall not have occurred unless the following conditions have occurred or have been waived in writing by Parent:
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CONDITIONS TO PARENT'S AND SUB'S OBLIGATIONS. The obligation of Parent and Sub to effect the Closing under this Agreement are subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Parent:
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CONDITIONS TO PARENT'S AND SUB'S OBLIGATIONS. The obligations of Parent and Sub to complete the Merger are subject to the following conditions (any or all of which may be waived by Parent to the extent permitted by law): (a) The representations and warranties of the Company contained in this Agreement will be true and correct in all material respects (except that representations and warranties that are qualified by materiality, Material Adverse Effect or words of similar import shall be true and correct in all respects) on the Merger Date with the same effect as though made on that date (except that representations or warranties which relate expressly to a specified date or a specified period need only have been true and correct with regard to the specified date or period), and the Company will have delivered to Parent a certificate dated that date and signed by the President or a Vice President of the Company to that effect. (b) The Company will have fulfilled in all material respects all its obligations under this Agreement required to have been fulfilled on or before the Merger Date, and the Company will have delivered to Parent a certificate dated that date and signed by the President or a Vice President of the Company to that effect. (c) No order will have been entered by any Governmental Entity and be in force which invalidates this Agreement or restrains Parent or Sub from completing the transactions which are the subject of this Agreement and no action will be pending against the Company, Parent or Sub relating to the transactions which are the subject of this Agreement which presents a reasonable likelihood of resulting in an award of damages against the Company, Parent or Sub which would have a Material Adverse Effect after the Merger on Parent and its subsidiaries taken as a whole. (d) The issuance of Parent Common Stock in the Merger will have been approved by the holders of at least a majority in voting power of the outstanding shares of Parent Common Stock. (e) The Merger will have been approved by the holders of at least two-thirds of the outstanding shares of Company Common Stock. (f) The applicable waiting periods under the HSR Act will have expired or been terminated. (g) All licenses and approvals from all Governmental Entities (including approvals of transfers of licenses and permits and of a change in control of the Company and its subsidiaries) which are necessary to enable the Company and its subsidiaries to continue to conduct their respective businesses after the Effective Tim...
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Related to CONDITIONS TO PARENT'S AND SUB'S OBLIGATIONS

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of the Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.