CONDITIONS TO THE OBLIGATIONS OF ▇▇▇▇▇▇▇ Sample Clauses

CONDITIONS TO THE OBLIGATIONS OF ▇▇▇▇▇▇▇. The obligations of ▇▇▇▇▇▇▇ to effect the transactions contemplated herein shall be subject to the fulfillment satisfaction or waiver, on or before the Closing Date, of each of the following conditions:

CONDITIONS TO THE OBLIGATIONS OF ▇▇▇▇▇▇▇. The obligation of Norwood to consummate the Merger is subject to the fulfillment of each of the following conditions, unless waived as hereinafter provided for:

CONDITIONS TO THE OBLIGATIONS OF ▇▇▇▇▇▇▇. The obligations of ▇▇▇▇▇▇▇ to consummate the ▇▇▇▇▇▇▇ Mergers are subject to the satisfaction of the following further conditions: (a) Cardiac 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; (b) the representations and warranties of Cardiac contained in this Agreement (without giving effect to any materiality, Material Adverse Effect or similar qualifications included therein) shall have been true and correct when made and at and as of the Effective Time as if made at and as of such time (except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case it shall be true and correct as of such date), except for such inaccuracies as would not be reasonably likely, individually or in the aggregate, to have a Cardiac Material Adverse Effect; (c) ▇▇▇▇▇▇▇ shall have received certificates signed by the Chief Executive Officer or Chief Financial Officer of Cardiac to the foregoing effect; (d) between the date hereof and the Closing, there shall have occurred no event or circumstance having a Cardiac Material Adverse Effect; and (e) ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ Coie LLP, counsel to ▇▇▇▇▇▇▇, to the effect that, for federal income tax purposes, the ▇▇▇▇▇▇▇ Mergers will qualify as a reorganization within the meaning of Section 368(a) of the Code or as part of an exchange under Section 351 of the Code (it being agreed that the parties shall each provide reasonable cooperation including making reasonable representations to ▇▇▇▇▇▇▇ Coie LLP to enable it to render such opinion).

CONDITIONS TO THE OBLIGATIONS OF ▇▇▇▇▇▇▇. Notwithstanding any other provision of this Agreement, the obligations of ▇▇▇▇▇▇▇ to effect the Merger and the other transactions contemplated hereby are subject to the fulfillment (unless expressly waived in writing by ▇▇▇▇▇▇▇, in its sole discretion, except as otherwise required by Law) at or prior to the Closing Date of the following conditions: (a) The representations and warranties of Nine contained in Article IV hereof shall be true and correct in all respects (determined without reference to any qualifier of any representation or warranty with respect to “materiality,” “Material Adverse Effect” or other similar concepts) as of the Closing Date with the same effect as if made thereon (except for representations and warranties as of a specified date which shall remain true and correct as of such date), except for breaches or inaccuracies which, individually or in the aggregate, would not have or would not reasonably be likely to have a Material Adverse Effect on Nine; provided, however, such Material Adverse Effect exception shall not apply with respect to the representations and warranties contained in Section 4.3 or Section 4.4, which shall be true and correct in all respects; (b) The agreements and covenants of Nine contained in this Agreement which are to be complied with or performed on or before the Closing Date shall have been performed or complied with in all material respects; (c) No event, condition, development or circumstance shall have occurred since the date of this Agreement which, individually or in the aggregate, has had or would reasonably be likely to have a Material Adverse Effect on Nine; (d) ▇▇▇▇▇▇▇ shall have received the consents set forth on Section 6.2 of the Disclosure Letter; and (e) The Board of Nine shall have approved, and Nine shall have executed and delivered, the Amended and Restated Stockholders Agreement.

CONDITIONS TO THE OBLIGATIONS OF ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇'▇ obligations to effect the exchange shall be subject to the satisfaction (or waiver by Suncoast) of the following conditions prior to or at the Closing: (a) The representations and warranties made by ▇▇▇▇▇▇▇ in this Agreement shall be true in all material respects at the Closing with the same effect as though such representations and warranties had been made or given on and as of the Effective Date; (b) Suncoast shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing under this Agreement; (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and (d) All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, the approval by the Board of Directors of ▇▇▇▇▇▇▇ shall have been obtained. (e) ▇▇▇▇▇▇▇ shall have received all executed documents required to be received from Suncoast on or prior to the Closing; all in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇.

CONDITIONS TO THE OBLIGATIONS OF ▇▇▇▇▇▇▇. The obligations of ▇▇▇▇▇▇▇ to close are subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions: (a) Each of the representations of the Company contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct in all material respects at and as of the Closing Date with the same effect as if made at and as of the Closing Date (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date) and, at the Closing, the Company shall have delivered to ▇▇▇▇▇▇▇ a certificate to that effect; (b) Each of the covenants and obligations of the Company to be performed at or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Closing Date and, at the Closing, the Company shall have delivered to ▇▇▇▇▇▇▇ a certificate to that effect; and (c) ▇▇▇▇▇▇▇ shall have received the opinion of legal counsel to the Company as to the matters set forth in Exhibit B.

CONDITIONS TO THE OBLIGATIONS OF ▇▇▇▇▇▇▇. AND THE SELLING SHAREHOLDERS ---------------------------- The obligations of ▇▇▇▇▇▇▇ and the Selling Shareholders to consummate the transactions contemplated hereby are subject, in the discretion of ▇▇▇▇▇▇▇ and the Selling Shareholders, to the satisfaction, at or prior to the Closing Date, of each of the

CONDITIONS TO THE OBLIGATIONS OF ▇▇▇▇▇▇▇. The obligations of ▇▇▇▇▇▇▇ to effect the Transactions between the Company and ▇▇▇▇▇▇▇ are further subject to the satisfaction or (to the extent permitted by Law) waiver by ▇▇▇▇▇▇▇ on or prior to the ▇▇▇▇▇▇▇ Closing of each of the following conditions: (a) the Company shall have delivered to ▇▇▇▇▇▇▇ the Governance Agreement duly executed by the Company and HYAC; (b) the Board, and any committees thereof, shall be comprised of the individuals determined pursuant to, and be consistent in all respects with the requirements of, Section 5.07(b) immediately after the ▇▇▇▇▇▇▇ Closing; (c) the Company shall have duly executed and delivered to each New ▇▇▇▇▇▇▇ Designee a D&O Indemnification Agreement; (d) the Company shall have paid or reimbursed ▇▇▇▇▇▇▇ and its Affiliates for the amounts required to be paid and/or reimbursed pursuant to Section 5.06 substantially concurrently with the ▇▇▇▇▇▇▇ Closing; and (e) the First Lien Credit Agreement Amendment and the Second Lien Credit Agreement Amendment shall remain in full force and effect and shall not have been repudiated, rescinded, modified or terminated by the parties thereto.

CONDITIONS TO THE OBLIGATIONS OF ▇▇▇▇▇▇▇. The obligations of ▇▇▇▇▇▇▇ to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which (except for the conditions set forth in Sections 5.02(b) and (c)) may be waived by ▇▇▇▇▇▇▇: (a) The representations and warranties of Buyer and Buyer Subsidiary contained in Section 3.02 of this Agreement shall be true and correct in all material respects on the Closing Date with the same effect as if such representations and warranties had been made on the Closing Date; Buyer and Buyer Subsidiary each shall have performed and complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by them on or prior to the Closing Date; and ▇▇▇▇▇▇▇ shall have received a certificate signed by an executive officer of Buyer to the effects set forth in this Section 5.02(a). (b) The amendment to the Articles of Incorporation of ▇▇▇▇▇▇▇ set forth in Exhibit D shall have been adopted at the meeting of the shareholders of ▇▇▇▇▇▇▇ referred to in Section 4.02 by the vote required by the MBCA and ▇▇▇▇▇▇▇'▇ Articles of Incorporation, and a Certificate of Amendment to the Articles of Incorporation of ▇▇▇▇▇▇▇ containing such amendment shall have been duly executed, filed with the Minnesota Secretary of State and effective prior to the vote of the shareholders of ▇▇▇▇▇▇▇ at such meeting on the Plan of Merger. (c) The Plan of Merger shall have been approved at the meeting of shareholders of ▇▇▇▇▇▇▇ referred to in Section 4.02 by the vote required by the MBCA and ▇▇▇▇▇▇▇'▇ Articles of Incorporation and arrangements reasonably satisfactory to ▇▇▇▇▇▇▇ shall have been made for Articles of Merger to be filed with the Minnesota Secretary of State on the Closing Date immediately following the Closing. (d) All corporate action on the part of Buyer, and Buyer Subsidiary necessary to authorize the execution, delivery and consummation of this Agreement or any agreement or instrument contemplated hereby to which Buyer or Buyer Subsidiary is or is to be a party or the transactions contemplated hereby or thereby shall have been duly and validly taken. (e) There shall not be pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree (except those in which Armour, its shareholders or ▇▇▇▇▇...