Conditions to Obligation of the Company Sample Clauses

Conditions to Obligation of the Company. The obligation of the Company to effect the Merger and consummate the other transactions contemplated hereby to be consummated on the Closing Date is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company.

Conditions to Obligation of the Company. The obligation of the Company to consummate the Merger is subject to satisfaction or waiver by the Company of the following conditions at or prior to the Closing Date: (i) this Agreement and the Merger shall have received the Requisite Stockholder Approvals; (ii) Parent and its Subsidiaries shall have obtained the Required Parent Consents, other than those Required Parent Consents the failure of which to obtain would not reasonably be expected to have a Parent Material Adverse Effect, and the Company and its Subsidiaries shall have obtained the Required Company Consents other than those Required Company Consents the failure of which to obtain would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Parent, the Surviving Corporation and their Affiliates taken as a whole; (iii) the representations and warranties set forth in ss.4 above shall be true and correct in all material respects at and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall have been true and correct as of such date); (iv) each of Parent and the Parent Subsidiary shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) neither any Order shall be enacted, promulgated, entered, enforced or deemed applicable to the Merger nor any other action shall have been taken by any Government Entity (A) which prohibits the consummation of the transactions contemplated by the Merger; (B) which prohibits Parent's or the Parent Subsidiary's ownership or operation of all or any material portion of their or the Company's business or assets, or which compels Parent or the Parent Subsidiary to dispose of or hold separate all or any material portion of Parent's or the Parent Subsidiary's or the Company's business or assets as a result of the transactions contemplated by the Merger; or (C) which makes the purchase of, or payment for, some or all of the Company Shares illegal; (vi) each of Parent and the Parent Subsidiary shall have delivered to the Company a certificate to the effect that each of the conditions specified above in ss.6(b)(i)-(iv) is satisfied in all respects; provided, however, with respect to ss.6(b)(i), each of Parent and the Parent Subsidiary shall only be required to certify that this Agreement and the Merger received the Requisite Stockholder Approval of the Parent Stockho...

Conditions to Obligation of the Company. The obligations of the Company to consummate the Merger is further subject to the following conditions:

Conditions to Obligation of the Company. The obligation of the Company to effect the Transactions is subject to the satisfaction (or waiver, if permissible under applicable Law) prior to the Closing of the following conditions:

Conditions to Obligation of the Company. The obligation of the Company to purchase the Rights and the Certificates is subject to the satisfaction of the following conditions:

Conditions to Obligation of the Company. The Company's obligation to sell and issue the Shares at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions:

Conditions to Obligation of the Company. The obligations of the Company to consummate the transaction contemplated by this Agreement at the Closing are subject to each of the following conditions:

Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is, in addition to the conditions set forth in Section 6.1 (Conditions to the Obligations of Each Party), further subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company at or prior to the Effective Time of the following conditions: (a) each of the representations and warranties of Parent and Merger Sub contained in this Agreement, without giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein, shall be true and correct both when made and as of the Closing Date, as if made at and as of such time (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct as would not have a Parent Material Adverse Effect; provided, however, that the representations and warranties contained in Section 4.1 (Organization and Qualification), Section 4.2 (Authority Relative to Agreement) and Section 4.11 (Brokers) shall be true and correct in all material respects, in each case both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); (b) Parent and Merger Sub shall have performed and complied in all material respects with their respective obligations, covenants and agreements required under this Agreement to be performed or complied with on or prior to the Closing Date; and (c) Parent shall have delivered a certificate to the Company, dated as of the Closing Date and duly executed by a senior executive officer of Parent, certifying to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied.