Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.4 hereof.
Conditions Precedent - Buyer. The obligations of Buyer under this Agreement are contingent upon each of the following:
Conditions Precedent - Buyer. 37 ARTICLE VII TERMINATION, WAIVER AND AMENDMENT
Conditions Precedent - Buyer. The obligations of Buyer to effect the Corporate Merger shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.4 hereof.
Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated by this Agreement shall be subject to satisfaction of the following conditions at or prior to the Closing Date, unless waived by Buyer.
Conditions Precedent - Buyer. The obligations of Buyer to close on the transaction contemplated in this Agreement are contingent upon each of the following:
Conditions Precedent - Buyer. 40 ARTICLE VII
Conditions Precedent - Buyer. The obligations of Buyer under this Agreement are contingent upon each of the following by the respective dates indicated:
Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.4 hereof (a) The representations and warranties of Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and subject to the MAE Qualifications such representations and warranties shall be true and correct as of the Closing Date as though made anew on and as of the Closing Date, unless the representation and warranty specifically relates to an earlier date. (b) Seller shall have performed in all material respects all obligations and complied with all covenants required to be performed and complied with by it pursuant to this Agreement on or prior to the Effective Time. (c) Since the date hereof, Seller shall not have suffered a Material Adverse Effect. 36 Next Page (d) Seller shall have delivered to Buyer a certificate, dated the Closing Date and signed by its President and Chief Executive Officer and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.3(a) through 6.3(c) have been satisfied. (e) Seller shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 as such conditions relate to Seller as Buyer may reasonably request. (f) At least five of the seven directors of Seller who are stockholders of Seller shall have executed and delivered voting agreements in the form of Exhibit A hereto. (g) Buyer shall have received a tax opinion from Xxxxx, Xxxxxx & Co. LLP, in form and content reasonably acceptable to Buyer, to the effect that all severance payments made to officers or employees of Seller or Preferred in connection with the Merger shall be fully deductible for federal and Illinois income tax purposes. In the event that there are any "excess parachute" payments resulting from the making of any such severance payments, the amount of any non-deductible compensation under Section 280(G) of the Code will be quantified, then multiplied by 38.75% and the result thereof divided by 1,422,417 shares to determine any cash payment per share reduction to the Merger Consideration. (h) Buyer shall have received from Silver, Xxxxxxxx & Xxxx, L.L.P. or such other law firm or accounting firm reasonably acceptable to it a tax opinion in fo...
Conditions Precedent - Buyer. 40 ARTICLE VII.......................................................................... 42 7.1 Termination............................................................ 42
