Conditions to the Obligations of Acquiror Sample Clauses
Conditions to the Obligations of Acquiror. The obligations of Acquiror to consummate the Merger are subject to the satisfaction of the following further conditions:
(i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of the Company contained in this Agreement that are qualified by reference to a Company Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of the Company shall have been true and correct in all material respects when made and at and as of the time of the Effective Time, as if made as of such time, and (iii) Acquiror shall have received a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to the foregoing effect;
(b) the Company shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 4.3 which if not obtained or made (i) would render consummation of the Merger illegal or (ii) would be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect; provided, however, that this condition shall be deemed satisfied if the failure of this condition is due to willful breach by Holding or Acquiror of any covenant or willful failure to perform any agreement or a willful breach by Holding or Acquiror of any representation or warranty contained in any of the agreements related to the Financing;
(c) the funding contemplated by the Commitment Letters shall have been obtained on substantially the terms set forth in the Commitment Letters or the funding of the alternative financing contemplated by Section 7.7 shall have been obtained; and
(d) the consents of the holders of the Notes required by Section 8.10(a) shall have been obtained.
Conditions to the Obligations of Acquiror. The obligation of Acquiror to effect the Closing is subject to the satisfaction (or waiver by Acquiror) prior to the Closing of the following conditions:
Conditions to the Obligations of Acquiror. The ----------------------------------------- obligations of Acquiror to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by Acquiror to the extent permitted by applicable law.
Conditions to the Obligations of Acquiror. The obligations of Acquiror to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Acquiror:
Conditions to the Obligations of Acquiror. The obligations of Acquiror and Acquiror Sub under this Agreement to effect the Merger and take the other actions contemplated at the Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, each of which may be waived by Acquiror as provided herein except as otherwise provided by law:
Conditions to the Obligations of Acquiror. The obligation of Acquiror to consummate the Transfer of the Stock is subject to the satisfaction (or written waiver by Acquiror) of each of the following further conditions:
Conditions to the Obligations of Acquiror. The obligations of Acquiror to effect the Merger shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by Acquiror:
Conditions to the Obligations of Acquiror. The obligation of Acquiror to consummate the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of the following conditions (unless waived, to the extent permitted by applicable Law, by Acquiror):
Conditions to the Obligations of Acquiror. The ---------------------------------------------- obligations of Acquiror to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions:
Conditions to the Obligations of Acquiror. The obligation of Acquiror to consummate the Transfer of the Stock is subject to the satisfaction (or written waiver by Acquiror) of each of the following further conditions:
(a) Seller shall have performed and complied with in all material respects all obligations and covenants, required to be performed or complied with by it under this Agreement at or prior to the Closing Date and Acquiror shall have received a certificate signed by an executive officer of Seller to the foregoing effect;
(b) the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller, the Company or any of its Subsidiaries, pursuant to this Agreement shall be true at and as of the Closing Date as if made at and as of such time (other than inaccuracies that in the aggregate do not constitute a Material Adverse Effect) and Acquiror shall have received a certificate signed by an executive officer of Seller to the foregoing effect; provided, however, that for the avoidance of doubt the parties expressly agree that the filing of any civil, criminal or administrative claim, action, proceeding or