Conditions to the Obligations of DIRECTV Sample Clauses

Conditions to the Obligations of DIRECTV. The obligation of DIRECTV to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the conditions that: (a) the Company shall have delivered the resolutions of the Company Board authorizing execution of this Agreement (including the issuance of the DIRECTV Shares), the Amended Stockholders Agreement, the Side Letter and the Affiliation Agreement and the performance of the Company's obligations under this Agreement, the Amended Stockholders Agreement and the Side Letter; (b) this Agreement, the Side Letter and the Amended Stockholders Agreement shall have been executed by the Company and delivered at or prior to the Closing; (c) the Affiliation Agreement shall have been executed by Crown Media U.S. and delivered at or prior to the Closing; (d) the Amended Stockholders Agreement shall have been executed by all other parties to the Stockholders Agreement and delivered at or prior to the Closing; (e) the Company shall have delivered to DIRECTV the stock certificates representing all of the DIRECTV Shares, free and clear of all Liens, at or prior to the Closing; (f) the representations and warranties of the Company as set forth in Section 3 hereof, shall be true and complete as of the Share Delivery Date; (g) there shall be no litigation pending or threatened that, if resolved in favor of the complainant, would prevent consummation of the transaction or rescission of the consummation; (h) the Company shall have given any notices to third parties, including any Governmental Entity, the NASDAQ National Market or any other exchange, and shall have obtained any third party consents necessary to consummation of the transactions hereby; (i) the Company shall have performed and complied in all material respects with all obligations and covenants required to be performed or complied with by it under this Agreement at or prior to the Share Delivery Date; (j) the Company shall have provided to DIRECTV an officers' certificate, dated as of the Share Delivery Date, in form and substance as set forth in Exhibit "C" attached hereto, certifying that each of the foregoing is true and complete as of the Share Delivery Date; (k) DIRECTV shall have received from Holland & Hart LLP, outside counsel to the Company, an opinion in form and su▇▇▇▇nce as set forth in Exhibit "A-1" attached hereto, addressed to DIRECTV, and dated as of the Share Delivery Date; (l) DIRECTV shall have received from Morris, Nichols, Arsht & Tunne...
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Conditions to the Obligations of DIRECTV. The obligation of DIRECTV under this Agreement to consummate the Mexico Transaction, and to cause its Affiliates (including without limitation the Purchaser) to take any and all actions necessary or appropriate in connection therewith, is subject to the satisfaction, or waiver by DIRECTV acting in its sole discretion, at or prior to the Mexico Option Closing of each of the following conditions:
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Conditions to the Obligations of DIRECTV. The obligation of DIRECTV under this Agreement to consummate the Brazil Transaction, and to cause its Affiliates (including without limitation the Purchaser) to take any and all actions necessary or appropriate in connection therewith, is subject to the satisfaction, or waiver by DIRECTV acting in its sole discretion, at or prior to the Brazil Closing of each of the following conditions:
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Related to Conditions to the Obligations of DIRECTV

  • Conditions to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

  • Conditions to the Obligations of the Buyer Each and every obligation of the Buyer under this Agreement shall be subject to the satisfaction by the Seller and the Company, on or before the Closing Date, of each of the following conditions unless waived in writing by the Buyer:

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • CONDITIONS TO THE OBLIGATIONS of Each Party at the Second Closing. The obligation of the Investor to deliver the Second Purchase Price Payment at the Second Closing and the obligations of the Company to issue, sell and deliver to the Investor the Second Closing Securities at the Second Closing are each subject to the fulfillment or waiver (to the extent, and only to the extent, permissible by applicable Law) by both the Investor and the Company on or before the Second Closing Date of each of the following conditions: (a) No Restraint shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Second Closing. (b) All waiting periods (and any extensions thereof) applicable to the Transactions under the HSR Act and other applicable Antitrust Laws shall have been terminated or shall have expired. (c) Either (i) the FCC Approval shall have been received, (ii) the FCC shall have denied the FCC Approval and such denial shall have become Final (an “FCC Final Denial”) (it being understood, for the avoidance of doubt, that if there shall have been an FCC Final Denial, (x) the Investor shall have no obligation to deliver the Second Purchase Price Payment, and (y) the Company shall have no obligation to deliver the Second Closing Securities other than the Note (through release from the Escrow) (which, for the avoidance of doubt, shall be non-convertible), if not previously issued, sold and delivered (through release from the Escrow) in accordance with Section 2.3) or (iii) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions. (d) The FCC shall have either: (i) issued a public notice announcing that the Company did not submit any winning bids in the RDOF Auction; or (ii) issued a public notice announcing that it has authorized support for all winning bids submitted by Company in the RDOF Auction; provided, that either party may request that the other party waive this condition, which request shall only be denied if the non-requesting party reasonably believes that the occurrence of the Second Closing in connection with the satisfaction of the conditions set forth in Sections 7.1(c)(i) or 7.1(c)(iii) will result in the disqualification of Company from receiving support from the FCC through the RDOF Auction; provided, further, that the condition in this Section 7.1(d) shall not be required to be satisfied if there shall have been an FCC Final Denial. (e) The Initial Closing shall have occurred.

  • Conditions to the Obligations of Buyer The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date.