CONDITIONS PRECEDENT TO TRANSACTIONS Clause Samples
The "Conditions Precedent to Transactions" clause defines specific requirements or events that must be satisfied before a transaction can be completed or become effective. These conditions may include obtaining regulatory approvals, securing financing, or the fulfillment of certain contractual obligations by one or both parties. By establishing clear prerequisites, this clause ensures that both parties are protected from proceeding with the transaction until all critical factors are addressed, thereby reducing risk and promoting certainty in the transaction process.
CONDITIONS PRECEDENT TO TRANSACTIONS. 8.1 Conditions to the Company's Obligations. The obligations of the Company to sell the Purchased Common Stock (the "Stock Purchase") and to complete the Merger are subject to satisfaction of the following conditions (any or all of which may be waived by the Company with regard to either the Stock Purchases or the Merger):
(a) The representations and warranties of Acquisition contained in this Agreement and the representations and warranties of Supercanal contained in the Guaranty will, except as contemplated by this Agreement, be true and correct in all material respects on the date of the Stock Purchase Closing (as to the Stock Purchase) and on the Merger Date (as to the Merger) with the same effect as though made on that date, and Acquisition will have delivered to the Company on the date of the Stock Purchase Closing (as to the Stock Purchase) and on the Merger Date (as to the Merger) a certificate dated that date and signed by the President of Acquisition to that effect.
(b) Acquisition will have fulfilled in all material respects all its obligations under this Agreement required to have been fulfilled prior to or on the applicable one of the Stock Purchase Closing Date or the Merger Date.
(c) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains the Company from completing any of the transactions which are the subject of this Agreement.
(d) As to the Merger (but not as to the Stock Purchase), unless the Merger can be consummated under both the TBCA and the DGCL without a vote of the Company's stockholders, the Merger will have been approved by the holders of two-thirds of the outstanding shares of Common Stock and two-thirds of the outstanding shares of 8% Preferred Stock.
(e) As to the Merger, the Effective Time will occur on or before April 30, 1998.
CONDITIONS PRECEDENT TO TRANSACTIONS. 23 6.1 Conditions Precedent to Obligations of EMKT, Top Team and the Company and the Sellers.................................23 6.2 Conditions Precedent to Obligations of EMKT and Top Team ...................................................24 6.3 Conditions Precedent to Obligation of the Company and the Sellers.................................................24
CONDITIONS PRECEDENT TO TRANSACTIONS. 6.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF EMKT, TOP TEAM AND THE COMPANY AND THE SELLERS. The respective obligations of EMKT and Top Team, on the one hand, and the Company and the Sellers, on the other hand, to effect the Transactions are subject to the satisfaction or waiver (subject to applicable law) on or prior to the Closing Date of each of the following conditions:
CONDITIONS PRECEDENT TO TRANSACTIONS. Section 7(b) is amended by replacing the period at the end of Section 7(b)(xvii) with “; and” and adding the following new Section 7(b)(xviii) immediately following that:
CONDITIONS PRECEDENT TO TRANSACTIONS. 6.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF EMKT, FMI AND THE COMPANY AND THE SELLERS. The respective obligations of EMKT and FMI, on the one hand, and the Company and the Sellers, on the other hand, to effect the Transactions are subject to the satisfaction or waiver (subject to applicable law) on or prior to the Closing Date of each of the following conditions:
(a) Approval of Company' s and FMI' s Shareholders. This Agreement and the Transactions shall have been approved and adopted by the requisite vote or consent of (i) the shareholders of the Company in accordance with the California GCL, the Company Articles, the By-Laws of the Company and any agreements between the Company and its shareholders or among its shareholders and (ii) the Shareholders of FMI in accordance with the Delaware GCL, the Certificate of Incorporation and By-Laws of FMI and any agreements between FMI and its shareholders or among its shareholders;
CONDITIONS PRECEDENT TO TRANSACTIONS. 28 6.1 Conditions Precedent to Obligations of EMKT, FMI and the Company and the Sellers ............................. 28 6.2 Conditions Precedent to Obligations of EMKT and FMI .....