CONDITIONS PRECEDENT TO OBLIGATIONS OF VIRGINIA GAS Sample Clauses

CONDITIONS PRECEDENT TO OBLIGATIONS OF VIRGINIA GAS. The obligations of Virginia Gas to consummate the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions precedent: there shall have occurred no material adverse change in the business, financial condition or results of operations of the NUI Companies, taken as a whole, from the date hereof to the Effective Time; the representations and warranties of NUI contained in ARTICLE IV shall be true and correct in all respects (as to representations and warranties qualified or limited by the term "Material Adverse Effect," the word "material," or phrases of like import), and in all material respects (as to representations and warranties not so qualified or limited) when made and at and as of the Effective Time with the same force and effect as if those representations and warranties had been made at and as of such time except (i) to the extent such representations and warranties speak as of a specified earlier date, and (ii) as otherwise contemplated or permitted by this Agreement; NUI shall, in all material respects, have performed all obligations and complied with all covenants necessary to be performed or complied with by it under this Agreement on or before the Effective Time; Virginia Gas shall have received a certificate of the President and Chief Executive Officer or Senior Vice President and Chief Operating Officer of NUI, in form satisfactory to counsel for Virginia Gas, certifying fulfillment of the matters referred to in paragraphs (0) through (0) of this SECTION 7.2; Virginia Gas shall have received a satisfactory opinion from CIBC pursuant to SECTION 6.12 as to the fairness of the exchange ratio contemplated in this Agreement, from a financial point of view, to the stockholders of Virginia Gas; all proceedings, corporate or other, to be taken by NUI in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Virginia Gas and counsel for Virginia Gas, and NUI shall have made available to Virginia Gas for examination the originals or true and correct copies of all documents that Virginia Gas may reasonably request in connection with the transactions contemplated by this Agreement; andVirginia Gas shall have received each of the accountants' letters contemplated by SECTION 6.11 hereof to be received by it.
Sample 1
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CONDITIONS PRECEDENT TO OBLIGATIONS OF VIRGINIA GAS. The obligations of Virginia Gas to consummate the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions precedent:
Sample 1

Related to CONDITIONS PRECEDENT TO OBLIGATIONS OF VIRGINIA GAS

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • Conditions Precedent to Obligations of Parties The respective obligations of each of the parties hereto hereunder are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer under this Agreement shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived by the Buyer:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):

  • Conditions Precedent to Obligations of the Parties The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions:

  • Conditions Precedent to Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law):

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH PARTY The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):

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