Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions: (a) The representations and warranties of Money Centers contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of Money Centers that are not so qualified shall be true in all material respects. (b) Money Centers shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by Money Centers at or prior to the Closing. (c) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent's ability to exercise control over or manage Money Centers after the Closing or (c) could have a Material Adverse Effect on Money Centers. (d) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (e) Money Centers shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized officer of Money Centers certifying the fulfillment of the conditions specified in Sections 8.2(a), (b) and (c). (f) Money Centers shall have delivered to Parent a certificate, dated the Closing Date, executed by the Secretary of Money Centers, certifying as to (i) Money Centers' Governing Documents, (ii) resolutions with respect to the Merger adopted by Money Centers' board of directors and shareholders attached thereto, and (iii) incumbency and signatures of the persons who have executed this Agreement, the Related Agreements to which it is a Party and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements to which it is a party on behalf of Money Centers. (g) Parent shall have received an opinion of Klehr, Harrison, Branzburg & Ellers LLP, counsel to Money Centers, dated the Closing Date, in form ▇▇▇ ▇ubstance reasonably satisfactory to Parent. (h) Shareholder shall have entered into an employment agreement with Parent on terms and conditions reasonably acceptable to Parent. (i) The Related Agreements to which Money Centers is a party and all other documents to be delivered by Money Centers to Parent at the Closing shall be satisfactory in form and substance to Parent. (j) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, in the opinion of Parent Counsel, in connection with (a) the execution and delivery by Money Centers of this Agreement and the Related Agreements to which it is a Party or (b) the consummation by Money Centers of the Merger and copies of all such Consents shall have been delivered to Parent. (k) Parent shall have completed a business and legal due diligence investigation of Money Centers, its assets and properties and the Business, the results of which shall be satisfactory to Parent in its sole discretion. (l) Parent shall receive possession of the Certificates. (m) Parent shall receive from Money Centers audited consolidated and consolidating balance sheets and statements of income, change in stockholders' equity and cash flow as of and for the twelve months ended September 30, 2003. (n) Money Centers shall deliver an industry-standard commitment letter to Parent providing for the refinancing of its existing vault cash and, upon consummation of the acquisition of Chex Services, Inc. by iGames Entertainment, Inc., the existing vault cash of Chex Services, Inc. Such commitment letter shall be subject to the standard contingencies for commitment letters in this area of financing.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Igames Entertainment Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement are to effect the Merger shall be subject to the satisfaction, at or before the Closing, fulfillment of each of the following additional conditions, any one or more of which may be waived in writing by Parent:
(a) No Applicable Law or Order shall have been enacted, entered, promulgated or enforced by any Government Authority, which remains in effect and which prohibits the consummation of the Merger or otherwise makes the Merger illegal.
(b) The representations and warranties of Money Centers contained herein that are qualified as to materiality the Company set forth in Article III shall be true and correct (disregarding all qualifications or limitations as to “materiality” and words of similar import set forth therein) in all material respects on at and as of the Closing Date with the same force and effect as though made on date of this Agreement and as of such date, the Effective Time as if made at and each as of the Effective Time (or, in the case of those representations and warranties of Money Centers that are not so qualified shall be true in all material respectsmade as of a particular date or period, as of such date or period).
(bc) Money Centers The Company shall have performed and complied in all material respects with all covenants, agreements, agreements and obligations and conditions required by this Agreement to be performed or complied with by Money Centers at it on or prior to the Closing.
(c) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent's ability to exercise control over or manage Money Centers after the Closing or (c) could have a Material Adverse Effect on Money CentersDate.
(d) On The Company shall have furnished to Parent a certificate executed by its principal executive officer to evidence compliance with the Closing Date, there shall be no effective Order issued by a court conditions set forth in Section 6.2(b) and Section 6.2(c) of competent jurisdiction restraining or prohibiting this Agreement (the consummation of the Merger“CEO Certificate”).
(e) Money Centers The Company shall have furnished to Parent a certificate, dated as of the Closing Date, signed by the Secretary of the Company certifying that: (i) attached thereto are true and correct copies of the Company Constituent Documents, and any amendments thereto, as in effect immediately prior to the Effective Time; (ii) attached thereto are corporate good standing certificates with respect to the Company from the applicable authorities in the State of Delaware and any other jurisdictions in which the Company is qualified to do business, dated as of a recent date prior to the Closing Date; (iii) attached thereto are true and correct copies of resolutions duly adopted by the board of directors and stockholders of the Company authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; and (iv) there are no proceedings for the dissolution or liquidation of the Company.
(f) The Company shall have furnished to Parent the Final Merger Consideration Schedule, which shall be certified as true and correct by the Chief Executive Officer of the Company (it being understood that, pursuant to Section 5.10(b), the Final Merger Consideration Schedule is to be delivered to Parent no later than the close of business on the second (2nd) business day prior to the Closing Date).
(g) (i) There shall remain employed by the Company not less than 90% of the Persons employed by the Company and (ii) each of the individuals listed on Schedule 6.2(g)(ii) (each a “Transition Consultant”) shall have executed and delivered to the Company or Parent a transition services agreement containing a general release in favor of Parent, the Company and the Surviving Corporation, in each case, substantially in the form of Exhibit I (each, a “Transition Services Agreement”).
(h) The Required Stockholder Approvals shall have been obtained via the receipt of sufficient duly executed and completed Written Consent, Release and Joinders from the holders of Company Capital Stock (it being understood that if any Key Stockholder fails to deliver a duly executed Written Consent, Release and Joinder to Parent within twenty four (24) hours after the execution of this Agreement, Parent will have the right to terminate this Agreement pursuant to Section 7.1(f)).
(i) The Company shall have delivered to Parent the Payoff Letters and the Fee Statement Letters;
(j) The Stockholders’ Representative shall have delivered to Parent a certificate, dated copy of the Closing Date, Escrow Agreement duly executed by a duly authorized officer of Money Centers certifying the fulfillment of the conditions specified in Sections 8.2(a), (b) and (c)Stockholders’ Representative.
(fk) Money Centers The Company shall have delivered furnished to Parent a certificate, dated the Closing Date, duly completed and executed by its principal executive officer pursuant to Sections 1.897-2(h) and 1.1445-2(c) of the Secretary of Money CentersTreasury Regulations, certifying as to (ithat the shares of Company Capital Stock are not “United States real property interests” within the meaning of Section 897(c) Money Centers' Governing Documents, (ii) resolutions with respect to the Merger adopted by Money Centers' board of directors and shareholders attached thereto, and (iii) incumbency and signatures of the persons who have executed this Agreement, the Related Agreements to which it is a Party and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements to which it is a party on behalf of Money CentersCode.
(g) Parent shall have received an opinion of Klehr, Harrison, Branzburg & Ellers LLP, counsel to Money Centers, dated the Closing Date, in form ▇▇▇ ▇ubstance reasonably satisfactory to Parent.
(h) Shareholder shall have entered into an employment agreement with Parent on terms and conditions reasonably acceptable to Parent.
(i) The Related Agreements to which Money Centers is a party and all other documents to be delivered by Money Centers to Parent at the Closing shall be satisfactory in form and substance to Parent.
(j) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, in the opinion of Parent Counsel, in connection with (a) the execution and delivery by Money Centers of this Agreement and the Related Agreements to which it is a Party or (b) the consummation by Money Centers of the Merger and copies of all such Consents shall have been delivered to Parent.
(k) Parent shall have completed a business and legal due diligence investigation of Money Centers, its assets and properties and the Business, the results of which shall be satisfactory to Parent in its sole discretion.
(l) Parent shall receive possession of the Certificates.
(m) Parent shall receive from Money Centers audited consolidated and consolidating balance sheets and statements of income, change in stockholders' equity and cash flow as of and for the twelve months ended September 30, 2003.
(n) Money Centers shall deliver an industry-standard commitment letter to Parent providing for the refinancing of its existing vault cash and, upon consummation of the acquisition of Chex Services, Inc. by iGames Entertainment, Inc., the existing vault cash of Chex Services, Inc. Such commitment letter shall be subject to the standard contingencies for commitment letters in this area of financing.
Appears in 1 contract
Sources: Merger Agreement (Accelrys, Inc.)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under to effect the transactions contemplated by this Agreement are shall be further subject to the satisfaction, fulfillment at or before prior to the Closing, of each Closing Date of the following conditions, any one or more of which may be waived by Parent:
(a) The the representations and warranties of Money Centers contained herein the Principal Stockholders and Phoenix set forth in this Agreement that are qualified as to materiality or Material Adverse Effect shall be true and correct and (ii) the representations and warranties of the Principal Stockholders and Phoenix set forth in this Agreement that are not so qualified shall be true and correct in all respects on and material respects, in each case, as of the Closing Date with the same force and effect Effective Time as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation and each warranty shall be true and correct or true and correct in all material respects, as the case may be, as of such specified date) except that the representations and warranties of Money Centers that are not so qualified set forth in Sections 3.1, 3.2, 4.1, 4.2 and 4.3 shall be true in all material respectsand correct.
(b) Money Centers Principal Stockholders and Phoenix shall have performed and complied in all material respects with all covenants, agreements, obligations the covenants and conditions required by agreements contained in this Agreement required to be performed or and complied with by Money Centers Principal Stockholders or Phoenix, as the case may be, at or prior to the Closing.Closing Date;
(c) There Parent shall have received a certificate dated the Closing Date from the Principal Stockholders and Phoenix to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied;
(d) all Phoenix Required Approvals shall have been obtained;
(e) since the date of this Agreement, there shall not have occurred or been discovered any change, event, circumstance or development that has had, or would reasonably be threatenedexpected to have, instituted individually or pending in the aggregate, a Material Adverse Effect;
(f) each party to the Ancillary Agreements (other than Parent or Merger Sub) shall have executed and delivered the Ancillary Agreements;
(g) duly executed UCC 3 termination statements, mortgage releases, together with a letter from each secured party or mortgagee, unconditionally agreeing to release the security interest held by such secured party against receipt of a stated sum representing the total amount owed by the Company to such secured party;
(h) the Company shall have delivered duly executed resignations of all of the directors and officers of the Company and the Subsidiaries, provided, that no such resignation of an officer or director from such position shall, in it of itself, constitute a termination of any Proceeding by such individual’s employment with the Company;
(i) the Stockholder Approval shall not have been rescinded;
(j) consummation of satisfactory employment or before any court or Governmental Body requesting or looking toward consulting arrangements with each of the individuals listed on Section 7.3(j) of the Disclosure Schedule;
(k) the Company shall have provided Parent with a statement, pursuant to Section 1.897-2(h) of the Treasury Regulations, certifying that an Order interest in the Company in not a U.S. real property interest within the meaning of Section 897(c)(1) of the Code;
(l) the Company’s independent accountants shall have completed the audit of Phoenix and its Subsidiaries with respect to the twelve months ended December 31, 2007 and delivered an audit opinion with respect thereto;
(m) the aggregate number of shares of Phoenix Common Stock that are Dissenting Shares shall not exceed 11% of the shares of Phoenix Common Stock outstanding immediately prior to the Effective Time;
(an) restrains or prohibits the Company shall have delivered to Parent duly executed letter agreements in form and substance reasonably satisfactory to Parent and its counsel, providing for the payment and cancellation of all of the outstanding Indebtedness (other than the Notes) as of the Closing Date;
(o) all conditions (other than the consummation of the Merger) to the purchase of the outstanding Notes in the Debt Offer and/or the Redemption shall have been satisfied and discharged in compliance with the terms of the Notes and applicable Law and as contemplated by the Debt Documents, (b) could and the Notes shall have a Material Adverse Effect on Parent's ability to exercise control over or manage Money Centers after been purchased in the Closing or (c) could have a Material Adverse Effect on Money Centers.Debt Offer and/or called for redemption and the Indenture satisfied and discharged in compliance with the terms of the Notes and applicable Law and as contemplated by the Debt Documents;
(dp) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger.
(e) Money Centers The Company shall have delivered to Parent received from the agent under its Credit Agreement a certificate, dated the Closing Date, executed by a duly authorized officer of Money Centers certifying the fulfillment of the conditions specified in Sections 8.2(a), (b) and (c).
(f) Money Centers shall have delivered to Parent a certificate, dated the Closing Date, executed by the Secretary of Money Centers, certifying as to (i) Money Centers' Governing Documents, (ii) resolutions waiver with respect to the Merger adopted by Money Centers' board of directors and shareholders attached thereto, and (iii) incumbency and signatures of the persons who have executed this AgreementDebt Offer, the Related Agreements to which it is a Party Solicitation and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements to which it is a party on behalf of Money Centers.Redemption;
(gq) Parent the Plan Trustee shall have received an opinion of Klehr, Harrison, Branzburg & Ellers LLP, counsel to Money Centers, dated the Closing Date, in form ▇▇▇ ▇ubstance reasonably satisfactory to Parent.
(h) Shareholder shall have entered into an employment agreement with Parent on terms and conditions reasonably acceptable to Parent.
(i) The Related Agreements to which Money Centers is a party and all other documents to be delivered by Money Centers to Parent at the Closing shall be satisfactory in form and substance to Parent.
(j) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, in the opinion of Parent Counsel, in connection with (a) the execution and delivery by Money Centers of voted upon this Agreement and the Related Agreements to which it is a Party or transactions contemplated hereunder; and
(br) the consummation by Money Centers of the Merger and copies of all such Consents existing stockholders’ agreement shall have been delivered to Parentterminated.
(k) Parent shall have completed a business and legal due diligence investigation of Money Centers, its assets and properties and the Business, the results of which shall be satisfactory to Parent in its sole discretion.
(l) Parent shall receive possession of the Certificates.
(m) Parent shall receive from Money Centers audited consolidated and consolidating balance sheets and statements of income, change in stockholders' equity and cash flow as of and for the twelve months ended September 30, 2003.
(n) Money Centers shall deliver an industry-standard commitment letter to Parent providing for the refinancing of its existing vault cash and, upon consummation of the acquisition of Chex Services, Inc. by iGames Entertainment, Inc., the existing vault cash of Chex Services, Inc. Such commitment letter shall be subject to the standard contingencies for commitment letters in this area of financing.
Appears in 1 contract
Sources: Merger Agreement (Visant Corp)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions:
(a) The representations and warranties of Money Centers BBT contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date (except for the representations and warranties made as of a specific date which shall be true in all material respects as of such date) with the same force and effect as though made on and as of such date, and each of the representations and warranties of Money Centers BBT that are not so qualified shall be true in all material respects.
(b) Money Centers BBT shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by Money Centers BBT at or prior to the Closing.
(c) There shall not be threatened, instituted or pending any Proceeding suit, action, investigation, inquiry or other proceeding by or before any court or Governmental Body governmental or other regulatory or administrative agency or commission requesting or looking toward an Order order, judgment or decree that (a) restrains or prohibits the consummation of the Mergertransactions contemplated hereby, (b) could reasonably be expected to have a Material Adverse Effect material adverse effect on Parent's ability to exercise control over or manage Money Centers BBT after the Closing or (c) could reasonably be expected to have a Material Adverse Effect material adverse effect on Money Centersthe Business or BBT.
(d) On the Closing Date, there shall be no effective Order injunction, writ, preliminary restraining order or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Mergertransactions contemplated hereby.
(e) Money Centers shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized officer of Money Centers certifying the fulfillment of the conditions specified in Sections 8.2(a), (b) and (c).
(f) Money Centers BBT shall have delivered to Parent a certificate, dated the Closing Date, executed by the Secretary of Money CentersBBT, certifying as to (ia) Money Centers' Governing DocumentsBBT's certificate of incorporation, (iib) BBT's by-laws, (c) resolutions with respect to the Merger transactions contemplated by this Agreement adopted by Money Centers' BBT's board of directors and shareholders and attached theretoto such certificate, and (iiid) incumbency and signatures of the persons who have executed this Agreement, the Related Agreements to which it is a Party and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements to which it is a party on behalf of Money CentersBBT.
(gf) Parent shall have received an opinion Each of Klehr, Harrison, Branzburg & Ellers LLP, counsel to Money Centers, dated the Closing Date, in form ▇▇▇▇ ▇ubstance reasonably satisfactory to Parent.
(h) Shareholder ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have entered into an employment agreement with the Surviving Corporation (collectively, the "EMPLOYMENT AGREEMENTS"), substantially in the form of EXHIBIT B.
(g) Each of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have entered into a lock-up agreement with Parent (collectively, the "LOCK-UP AGREEMENTS"), substantially in the form of EXHIBIT C.
(h) BBT shall have furnished Parent with copies of the Ownership and Nondisclosure Agreements signed by each employee, officer, consultant or contractor of BBT identified on terms and conditions reasonably acceptable to ParentSCHEDULE 4.16(G).
(i) The Related Agreements to which Money Centers is a party and all other documents to be delivered by Money Centers to Parent at shall have received stock certificates representing the Closing shall be satisfactory in form and substance to ParentShares.
(j) All Consents of all Third Parties and Governmental Bodies No material adverse change affecting BBT shall have been obtained that are necessary, in the opinion of Parent Counsel, in connection with (a) the execution and delivery by Money Centers of this Agreement and the Related Agreements to which it is a Party or (b) the consummation by Money Centers of the Merger and copies of all such Consents shall have been delivered to Parentoccurred.
(k) Parent shall have completed a business and legal due diligence investigation of Money Centers, its assets and properties and the Business, the results of which shall be satisfactory to Parent in its sole discretion.
(l) Parent shall receive possession of the Certificates.
(m) Parent shall receive from Money Centers audited consolidated and consolidating balance sheets and statements of income, change in stockholders' equity and cash flow as of and for the twelve months ended September 30, 2003.
(n) Money Centers shall deliver an industry-standard commitment letter to Parent providing for the refinancing of its existing vault cash and, upon consummation of the acquisition of Chex Services, Inc. by iGames Entertainment, Inc., the existing vault cash of Chex Services, Inc. Such commitment letter shall be subject to the standard contingencies for commitment letters in this area of financing.
Appears in 1 contract
Sources: Merger Agreement (Planet Zanett Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Contemplated Transactions are subject to the satisfaction, fulfillment at or before prior to the Closing, Closing of each of the following additional conditions, any or all of which may be waived in writing in whole or part by Parent or Merger Sub to the extent permitted by applicable Law:
(a) The representations and warranties of Money Centers the Company and of each of the Shareholders contained herein that are qualified as to materiality or Company Material Adverse Effect shall be true and correct in all respects on and those not so qualified shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date with the same force and effect as though such representations and warranties were made on at and as of such date, and each of the date (except for representations and warranties made as of Money Centers that are not so qualified a specified date, which shall be true in all material respectsspeak only as of the specified date).
(b) Money Centers Each of the Company and the Shareholders shall have performed and or complied with in all material respects with all covenants, agreements, obligations covenants and conditions contained herein required by this Agreement to be performed or complied with by Money Centers at or it prior to or at the time of the Closing.
(c) There Since the date of this Agreement, there shall not have been any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could expected to have a Company Material Adverse Effect on Parent's ability to exercise control over or manage Money Centers after the Closing or (c) could have a Material Adverse Effect on Money CentersEffect.
(d) On The Company and the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger.
(e) Money Centers Shareholders shall have delivered to Parent a certificateand Merger Sub certificates, dated the Closing Datedate of the Closing, executed signed by a duly authorized an executive officer of Money Centers the Company and by the Shareholders, certifying as to the fulfillment of the conditions specified in Sections Section 8.2(a), (bSection 8.2(b) and Section 8.2(c).
(c)e) All of the Company Consents set forth on Section 8.2(e) of the Company Disclosure Schedule shall have been obtained.
(f) Money Centers The Nadaud Intellectual Property Transfer shall have been completed.
(g) The Company shall have delivered to Parent a certificatesuch audited and unaudited financial statements for the Company and the Subsidiaries, dated prepared in accordance with GAAP, as are required to be filed by Parent with its Current Report on Form 8-K in connection with the Closing Date, executed by the Secretary of Money Centers, certifying as to (i) Money Centers' Governing Documents, (ii) resolutions with respect to the Merger adopted by Money Centers' board of directors and shareholders attached thereto, and (iii) incumbency and signatures consummation of the persons who have executed this Agreement, the Related Agreements to which it is a Party and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements to which it is a party on behalf of Money Centers.
(g) Parent shall have received an opinion of Klehr, Harrison, Branzburg & Ellers LLP, counsel to Money Centers, dated the Closing Date, in form ▇▇▇ ▇ubstance reasonably satisfactory to ParentContemplated Transactions.
(h) Shareholder shall have entered into an employment agreement All proceedings of the Company, the Subsidiaries and the Shareholders that are required in connection with Parent on terms and conditions reasonably acceptable to Parent.
(i) The Related Agreements to which Money Centers is a party and all other documents to be delivered by Money Centers to Parent at the Closing Contemplated Transactions shall be reasonably satisfactory in form and substance to ParentParent and its counsel, and Parent and its counsel shall have received such evidence of any such proceedings, good standing certificates (if applicable), organizational and governing documents, certified if requested, as may be reasonably requested and is customary in transactions such as this one.
(ji) All Consents shareholders agreements, voting agreements, registration rights agreements and similar agreements between or among any of the Company, the Subsidiaries, the Shareholders and/or any of their respective Affiliates (other than the Registration Rights Agreement), and all Third Parties and Governmental Bodies other agreements set forth on Section 8.2(i) of the Company Disclosure Schedule, shall have been obtained that are necessaryterminated, in the opinion without any further liability or obligation of Parent Counsel, in connection with (a) the execution and delivery by Money Centers of this Agreement and the Related Agreements to which it is a Party or (b) the consummation by Money Centers any of the Merger Company or the Subsidiaries thereunder, and copies shall cease to be of all such Consents shall have been delivered to Parentforce or effect.
(k) Parent shall have completed a business and legal due diligence investigation of Money Centers, its assets and properties and the Business, the results of which shall be satisfactory to Parent in its sole discretion.
(l) Parent shall receive possession of the Certificates.
(m) Parent shall receive from Money Centers audited consolidated and consolidating balance sheets and statements of income, change in stockholders' equity and cash flow as of and for the twelve months ended September 30, 2003.
(n) Money Centers shall deliver an industry-standard commitment letter to Parent providing for the refinancing of its existing vault cash and, upon consummation of the acquisition of Chex Services, Inc. by iGames Entertainment, Inc., the existing vault cash of Chex Services, Inc. Such commitment letter shall be subject to the standard contingencies for commitment letters in this area of financing.
Appears in 1 contract
Sources: Merger Agreement (Selectica Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Merger are subject to the satisfaction, at or before the Closing, of each satisfaction of the following further conditions:
: (a) The representations and warranties of Money Centers contained herein that are qualified as to materiality the Company shall be true have performed in all material respects on and as all of its obligations hereunder required to be performed by it at or prior to the Closing Date with the same force and effect as though made on and as of such dateEffective Time, and each of (b) the representations and warranties of Money Centers the Company contained in this Agreement (i) that are qualified by materiality or Company Material Adverse Effect shall be true and correct at and as of the Effective Time as if made at and as of such time (except to the extent expressly made at and as of another specific date, in which case at and as of such specific date), and (ii) that are not so qualified by materiality or Company Material Adverse Effect shall be true in all material respects.
(b) Money Centers shall have performed and complied correct in all material respects with all covenants, agreements, obligations at and conditions required by this Agreement to be performed or complied with by Money Centers as of the Effective Time as if made at or prior and as of such time (except to the Closing.
extent expressly made at and as of another specific date, in which case at and as of such specific date), (c) There Parent shall not be threatenedhave received a certificate signed by an executive officer of the Company to the foregoing effect, instituted (d) Parent or pending any Proceeding by Merger Sub shall have received the proceeds from the Debt Financing, or before any court or Governmental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of alternative financing sufficient to consummate the Merger, (be) could have a Material Adverse Effect on Parent's ability to exercise control over or manage Money Centers after the Closing or (c) could have a Material Adverse Effect on Money Centers.
(d) On the Closing Date, there shall be no effective Order issued by a court Holders of competent jurisdiction restraining or prohibiting the consummation not more than 10% of the Merger.
outstanding shares of Company Stock shall have exercised dissenters’ rights in accordance with Minnesota Law (eexcluding any holders who have exercised but have failed to properly perfect, or have otherwise lost, such rights prior to the Effective Time in accordance with Minnesota Law), (f) Money Centers the Company shall have delivered to Parent certified copies of (i) the resolutions duly adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Merger and (ii) the resolutions duly adopted by the Company’s shareholders adopting this Agreement, (g) the Company shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized officer of Money Centers certifying the fulfillment certificate of the conditions specified in Sections 8.2(a), (b) and (c).
(f) Money Centers shall have delivered to Parent a certificate, dated the Closing Date, executed by the Secretary of Money Centers, certifying as to (i) Money Centers' Governing Documents, (ii) resolutions with respect Company to the Merger adopted by Money Centers' board of directors and shareholders effect that the Company is not a U.S. real property holding company substantially in the form attached theretohereto as Exhibit B hereto, and (iiih) incumbency and signatures of the persons who have executed this Agreement, the Related Agreements to which it is a Party and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements to which it is a party on behalf of Money Centers.
(g) Parent no Company Material Adverse Effect shall have received an opinion of Klehr, Harrison, Branzburg & Ellers LLP, counsel to Money Centers, dated the Closing Date, in form ▇▇▇ ▇ubstance reasonably satisfactory to Parentoccurred and be continuing.
(h) Shareholder shall have entered into an employment agreement with Parent on terms and conditions reasonably acceptable to Parent.
(i) The Related Agreements to which Money Centers is a party and all other documents to be delivered by Money Centers to Parent at the Closing shall be satisfactory in form and substance to Parent.
(j) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, in the opinion of Parent Counsel, in connection with (a) the execution and delivery by Money Centers of this Agreement and the Related Agreements to which it is a Party or (b) the consummation by Money Centers of the Merger and copies of all such Consents shall have been delivered to Parent.
(k) Parent shall have completed a business and legal due diligence investigation of Money Centers, its assets and properties and the Business, the results of which shall be satisfactory to Parent in its sole discretion.
(l) Parent shall receive possession of the Certificates.
(m) Parent shall receive from Money Centers audited consolidated and consolidating balance sheets and statements of income, change in stockholders' equity and cash flow as of and for the twelve months ended September 30, 2003.
(n) Money Centers shall deliver an industry-standard commitment letter to Parent providing for the refinancing of its existing vault cash and, upon consummation of the acquisition of Chex Services, Inc. by iGames Entertainment, Inc., the existing vault cash of Chex Services, Inc. Such commitment letter shall be subject to the standard contingencies for commitment letters in this area of financing.
Appears in 1 contract
Sources: Merger Agreement (Sitel Corp)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Merger are subject to the satisfaction, at or before the Closing, of each satisfaction of the following further conditions:
(a) The each of the representations and warranties of Money Centers Camworks and the Shareholders contained herein that are qualified as to materiality in this Agreement shall be true in all respects on and correct as of the Closing Date with the same force and effect Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), and Parent shall have received a certificate of an officer of Camworks and each of the representations and warranties of Money Centers that are not so qualified shall be true in all material respects.Shareholders to such effect;
(b) Money Centers Camworks and the Shareholders shall have performed and or complied in all material respects with all covenants, agreements, obligations agreements and conditions covenants required by this Agreement to be performed or complied with by Money Centers at it on or prior to the Closing.Effective Time, and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to that effect;
(c) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent's ability to exercise control over or manage Money Centers after the Closing or (c) could have a Material Adverse Effect on Money Centers.
(d) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger.
(e) Money Centers Parent shall have delivered received the pooling letter agreements referred to Parent a certificatein Section 2.8(b), dated the Closing Date, executed by a duly authorized officer of Money Centers certifying the fulfillment from each of the conditions specified in Sections 8.2(a)Shareholders;
(d) Parent shall have received written confirmation from KPMG LLP, dated the Closing Date (bif different from the execution date) and addressed to Parent, of the letter referred to in Section 4.8;
(c).e) The Registration and Rights Agreement and the Escrow Agreement each shall have been executed and delivered by each of the Shareholders and the Shareholder Representative, and in the case of the Escrow Agreement, the Escrow Agent, and shall be in full force and effect;
(f) Money Centers The Shareholders shall have executed employment agreements substantially in the form of Exhibits F-1, F-2 and F-3, respectively, each including a non-competition agreement substantially in the form of Exhibit F-4;
(g) The Board of Directors of Camworks shall have approved this transaction by unanimous written consent and Camworks shall have delivered a copy thereof;
(h) Camworks shall have delivered a copy of the unanimous written consent referred to in Section 7.1(a);
(i) all third party consents and waivers required to be obtained in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained;
(j) parent shall have received resignation letters from each of the members of the board of directors of Camworks, which resignations shall be effective as of the effective time of the Merger;
(k) no person shall have exercised or purported to have exercised dissenter's rights under the MBCA and no person other than the Shareholders shall have claimed an interest in the equity or assets of Camworks;
(l) [Reserved]
(m) amounts outstanding under the Camworks' line of credit shall not exceed $5,000;
(n) there shall not have occurred any events or circumstances since the date of this Agreement that would have a Camworks Material Adverse Effect;
(o) Parent a certificateshall have received the lock-up agreements referred to in Section 2.10(b), dated the Closing Date, executed by the Secretary from each of Money Centers, certifying as to (i) Money Centers' Governing Documents, (ii) resolutions with respect to the Merger adopted by Money Centers' board of directors and shareholders attached thereto, and (iii) incumbency and signatures of the persons who have executed this Agreement, the Related Agreements to which it is a Party and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements to which it is a party on behalf of Money Centers.
(g) Parent shall have received an opinion of Klehr, Harrison, Branzburg & Ellers LLP, counsel to Money Centers, dated the Closing Date, in form ▇▇. ▇▇▇▇▇▇▇ and ▇ubstance reasonably satisfactory to Parent▇.
(h) Shareholder shall have entered into an employment agreement with Parent on terms and conditions reasonably acceptable to Parent.
(i) The Related Agreements to which Money Centers is a party and all other documents to be delivered by Money Centers to Parent at the Closing shall be satisfactory in form and substance to Parent.
(j) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, in the opinion of Parent Counsel, in connection with (a) the execution and delivery by Money Centers of this Agreement and the Related Agreements to which it is a Party or (b) the consummation by Money Centers of the Merger and copies of all such Consents shall have been delivered to Parent.
(k) Parent shall have completed a business and legal due diligence investigation of Money Centers, its assets and properties and the Business, the results of which shall be satisfactory to Parent in its sole discretion.
(l) Parent shall receive possession of the Certificates.
(m) Parent shall receive from Money Centers audited consolidated and consolidating balance sheets and statements of income, change in stockholders' equity and cash flow as of and for the twelve months ended September 30, 2003.
(n) Money Centers shall deliver an industry-standard commitment letter to Parent providing for the refinancing of its existing vault cash and, upon consummation of the acquisition of Chex Services, Inc. by iGames Entertainment, Inc., the existing vault cash of Chex Services, Inc. Such commitment letter shall be subject to the standard contingencies for commitment letters in this area of financing.
Appears in 1 contract
Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub under this Agreement to effect the Merger are subject to the satisfaction, satisfaction at or before prior to the Closing, of each Effective Time of the following conditions:
(a) The the representations and warranties of Money Centers contained herein that are qualified as to materiality in Article III shall be true in all respects on and correct as of the Closing as if made at and as of the Closing Date with (except for representations and warranties that expressly relate to a specific date prior to the same force Closing which need only be true and effect as though made on and correct as of such earlier date); provided, however, that this condition shall be deemed satisfied unless any and each of all inaccuracies in the representations and warranties of Money Centers that are not so qualified shall be true contained in all material respects.
(b) Money Centers shall have performed and complied Article III, in all material respects with all covenantsthe aggregate, agreements, obligations and conditions required by this Agreement to be performed or complied with by Money Centers at or prior to the Closing.
(c) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have result in a Material Adverse Effect on Parent's ability to exercise control over or manage Money Centers after the Closing or Company (c) could have a ignoring for the purposes of this Section any qualifications by Material Adverse Effect on Money Centers.
(d) On or otherwise by material adversity and any materiality qualification or words of similar import contained in such representations or warranties), and, at the Closing DateClosing, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger.
(e) Money Centers Company shall have delivered to Parent a certificate, dated the Closing Date, executed certificate signed by a duly authorized its chief executive officer of Money Centers certifying the fulfillment of the conditions specified in Sections 8.2(a), and chief financial officer to that effect;
(b) each of the covenants and (c).
(f) Money Centers obligations of the Company to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and, at the Closing, the Company shall have delivered to Parent a certificatecertificate signed by its chief executive officer and chief financial officer to that effect;
(c) no Material Adverse Effect on the Company shall have occurred since the date of this Agreement, dated and, at the Closing DateClosing, the Company shall have delivered to Parent a certificate signed by its chief executive officer and chief financial officer to that effect;
(d) the Escrow Agreement substantially in the form of Exhibit C hereto, shall have been duly executed and delivered by the Secretary Holder Representative and the Escrow Agent;
(e) the holders of Money Centersnot more than 5% of the outstanding shares of Common Stock and Preferred Stock (calculated, certifying as with respect to the Preferred Stock, on an as-converted basis) in the aggregate shall have exercised their appraisal rights in accordance with Section 262 of the DGCL;
(f) the Company shall have delivered to Parent (i) Money Centers' Governing Documentsthe statement of Estimated Net Working Capital, pursuant to Section 2.12(b), (ii) resolutions with respect the Net Debt Notice, pursuant to the Merger adopted by Money Centers' board of directors and shareholders attached thereto, Section 2.12(c) and (iii) incumbency and signatures of the persons who have executed this AgreementCompany Transaction Expense Notice, the Related Agreements to which it is a Party and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements to which it is a party on behalf of Money Centers.Section 2.12(d);
(g) the Company shall have delivered to Parent the payoff letters and UCC-3 termination statements pursuant to Section 2.12(e); and
(h) Parent shall have received an opinion letters of Klehr, Harrison, Branzburg & Ellers LLP, counsel to Money Centers, dated resignation from the Closing Datedirectors of the Company, in form ▇▇▇ ▇ubstance reasonably satisfactory to Parent.
(h) Shareholder shall have entered into an employment agreement with Parent on terms and conditions reasonably acceptable to Parent.
(i) The Related Agreements to which Money Centers is a party and all other documents to be delivered by Money Centers to Parent at the Closing shall be satisfactory in form and substance to Parent.
(j) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, in the opinion of Parent Counsel, in connection with (a) the execution and delivery by Money Centers of this Agreement and the Related Agreements to which it is a Party or (b) the consummation by Money Centers of the Merger and copies of all such Consents shall have been delivered to Parent.
(k) Parent shall have completed a business and legal due diligence investigation of Money Centers, its assets and properties and the Business, the results of which shall be satisfactory to Parent in its sole discretion.
(l) Parent shall receive possession of the Certificates.
(m) Parent shall receive from Money Centers audited consolidated and consolidating balance sheets and statements of income, change in stockholders' equity and cash flow as of and for the twelve months ended September 30, 2003.
(n) Money Centers shall deliver an industry-standard commitment letter to Parent providing for the refinancing of its existing vault cash and, upon consummation of the acquisition of Chex Services, Inc. by iGames Entertainment, Inc., the existing vault cash of Chex Services, Inc. Such commitment letter shall be subject to the standard contingencies for commitment letters in this area of financing.
Appears in 1 contract
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions:
(a) The representations and warranties of Money Centers Southern contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of Money Centers Southern that are not so qualified shall be true in all material respects.
(b) Money Centers Southern shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by Money Centers Southern at or prior to the Closing.
(c) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent's ’s ability to exercise control over or manage Money Centers Southern after the Closing or (c) could have a Material Adverse Effect on Money CentersSouthern.
(d) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger.
(e) Money Centers Southern shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized officer of Money Centers Southern certifying the fulfillment of the conditions specified in Sections 8.2(a), (b) and (c).
(f) Money Centers Southern shall have delivered to Parent a certificate, dated the Closing Date, executed by the Secretary of Money CentersSouthern, certifying as to (i) Money Centers' Southern’s Governing Documents, (ii) resolutions with respect to the Merger adopted by Money Centers' Southern’s board of directors and shareholders attached thereto, and (iii) incumbency and signatures of the persons who have executed this Agreement, the Related Agreements to which it is a Party Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements to which it is a party on behalf of Money CentersAgreement.
(g) Parent shall have received an opinion of Klehr, Harrison, Branzburg & Ellers LLP, counsel to Money Centers, dated the Closing Date, in form ▇▇▇ ▇ubstance reasonably satisfactory to Parent.
(h) Shareholder shall have entered into an employment agreement with Parent on terms and conditions reasonably acceptable to Parent.
(i) The Related Agreements to which Money Centers is a party and all other All documents to be delivered by Money Centers Southern to Parent at the Closing shall be satisfactory in form and substance to Parent.
(jh) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, in the opinion of Parent Counsel, in connection with (a) the execution and delivery by Money Centers Southern of this Agreement and the Related Agreements to which it is a Party or (b) the consummation by Money Centers Southern of the Merger and copies of all such Consents shall have been delivered to Parent.
(i) Parent shall receive possession of the Certificates.
(j) Southern shall have executed and delivered to Parent a Certificate of Conversion Ratio in the form attached as Exhibit B hereto.
(k) Southern shall have delivered to Parent the financial statements set forth in Section 4.6, audited by an independent certified public accounting firm reasonably acceptable to Parent, the results of which audits shall be satisfactory to Parent.
(l) Parent shall have completed a business and legal due diligence investigation of Money Centers, its assets and properties and the BusinessSouthern, the results of which shall be satisfactory to Parent in its sole discretionParent.
(l) Parent shall receive possession of the Certificates.
(m) Parent shall receive from Money Centers audited consolidated and consolidating balance sheets and statements of income, change in stockholders' equity and cash flow as of and for the twelve months ended September 30, 2003.
(n) Money Centers shall deliver an industry-standard commitment letter to Parent providing for the refinancing of its existing vault cash and, upon consummation of the acquisition of Chex Services, Inc. by iGames Entertainment, Inc., the existing vault cash of Chex Services, Inc. Such commitment letter shall be subject to the standard contingencies for commitment letters in this area of financing.
Appears in 1 contract
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions:
(a) The representations and warranties of Money Centers BBT contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date (except for the representations and warranties made as of a specific date which shall be true in all material respects as of such date) with the same force and effect as though made on and as of such date, and each of the representations and warranties of Money Centers BBT that are not so qualified shall be true in all material respects.
(b) Money Centers BBT shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by Money Centers BBT at or prior to the Closing.
(c) There shall not be threatened, instituted or pending any Proceeding suit, action, investigation, inquiry or other proceeding by or before any court or Governmental Body governmental or other regulatory or administrative agency or commission requesting or looking toward an Order order, judgment or decree that (a) restrains or prohibits the consummation of the Mergertransactions contemplated hereby, (b) could reasonably be expected to have a Material Adverse Effect material adverse effect on Parent's ’s ability to exercise control over or manage Money Centers BBT after the Closing or (c) could reasonably be expected to have a Material Adverse Effect material adverse effect on Money Centersthe Business or BBT.
(d) On the Closing Date, there shall be no effective Order injunction, writ, preliminary restraining order or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Mergertransactions contemplated hereby.
(e) Money Centers shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized officer of Money Centers certifying the fulfillment of the conditions specified in Sections 8.2(a), (b) and (c).
(f) Money Centers BBT shall have delivered to Parent a certificate, dated the Closing Date, executed by the Secretary of Money CentersBBT, certifying as to (ia) Money Centers' Governing DocumentsBBT’s certificate of incorporation, (iib) BBT’s by-laws, (c) resolutions with respect to the Merger transactions contemplated by this Agreement adopted by Money Centers' BBT’s board of directors and shareholders and attached theretoto such certificate, and (iiid) incumbency and signatures of the persons who have executed this Agreement, the Related Agreements to which it is a Party and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements to which it is a party on behalf of Money CentersBBT.
(gf) Parent shall have received an opinion Each of Klehr, Harrison, Branzburg & Ellers LLP, counsel to Money Centers, dated the Closing Date, in form ▇▇▇▇ ▇ubstance reasonably satisfactory to Parent.
(h) Shareholder ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have entered into an employment agreement with the Surviving Corporation (collectively, the “EMPLOYMENT AGREEMENTS”), substantially in the form of EXHIBIT B.
(g) Each of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have entered into a lock-up agreement with Parent (collectively, the “LOCK-UP AGREEMENTS”), substantially in the form of EXHIBIT C.
(h) BBT shall have furnished Parent with copies of the Ownership and Nondisclosure Agreements signed by each employee, officer, consultant or contractor of BBT identified on terms and conditions reasonably acceptable to ParentSCHEDULE 4.16(G).
(i) The Related Agreements to which Money Centers is a party and all other documents to be delivered by Money Centers to Parent at shall have received stock certificates representing the Closing shall be satisfactory in form and substance to ParentShares.
(j) All Consents of all Third Parties and Governmental Bodies No material adverse change affecting BBT shall have been obtained that are necessary, in the opinion of Parent Counsel, in connection with (a) the execution and delivery by Money Centers of this Agreement and the Related Agreements to which it is a Party or (b) the consummation by Money Centers of the Merger and copies of all such Consents shall have been delivered to Parentoccurred.
(k) Parent shall have completed a business and legal due diligence investigation of Money Centers, its assets and properties and the Business, the results of which shall be satisfactory to Parent in its sole discretion.
(l) Parent shall receive possession of the Certificates.
(m) Parent shall receive from Money Centers audited consolidated and consolidating balance sheets and statements of income, change in stockholders' equity and cash flow as of and for the twelve months ended September 30, 2003.
(n) Money Centers shall deliver an industry-standard commitment letter to Parent providing for the refinancing of its existing vault cash and, upon consummation of the acquisition of Chex Services, Inc. by iGames Entertainment, Inc., the existing vault cash of Chex Services, Inc. Such commitment letter shall be subject to the standard contingencies for commitment letters in this area of financing.
Appears in 1 contract
Sources: Merger Agreement (Zanett Inc)
Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Merger are subject to the satisfaction, at or before the Closing, of each satisfaction of the following conditions:further conditions (any one of which may be waived in whole or part by Parent in its sole discretion by giving written notice to the Company in compliance with Section 10.1 hereof):
(a) The representations (i) the Company shall have performed all of its material obligations hereunder required to be performed by it at or prior to the Effective Time; and warranties of Money Centers contained herein that are qualified as to materiality (ii) Parent shall be true in all respects on and as have received a certificate signed by an executive officer of the Closing Date with Company to the same force and effect as though made on and as of such date, and foregoing effect;
(b) (i) each of the representations and warranties of Money Centers that are not so qualified shall be true the Company contained in all material respects.
(b) Money Centers this Agreement shall have performed been true and complied correct in all material respects with all covenants, agreements, obligations at the time originally made (as qualified by the Company Disclosure Schedule) and conditions required shall be true and correct as of the Effective Time (as qualified by this Agreement to be performed or complied with the Updated Company Disclosure Schedule delivered by Money Centers at or the Company most recently prior to the Closing.delivery of the Merger Election Notice by Parent); and (ii) the Company shall deliver to Parent at the Closing a certificate, dated as of the date of the Closing and signed by the Company’s President or Chief Executive Officer, certifying to that effect;
(c) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation each of the Mergerofficers or employees of the Company responsible for oversight of the (i) research and development, (bii) could operations, (iii) clinical, and (iv) general management functions of the Company shall have a Material Adverse Effect on Parent's ability to exercise control over or manage Money Centers after executed and delivered non-competition agreements with Parent in the Closing or (c) could have a Material Adverse Effect on Money Centers.form attached hereto as Exhibit F;
(d) On except in the case of such person’s death or permanent disability, the persons identified by Parent at the time of delivery of a Merger Election Notice shall have executed and delivered an employment agreement or a consulting agreement with Parent in form and substance satisfactory to Parent and such person;
(e) no Material Adverse Effect with respect to the Company’s business shall have occurred or been discovered by Parent since the date of delivery of the Merger Election Notice;
(f) no injunction or other decree shall have been issued by any court of competent jurisdiction prohibiting the sale of the Contingent Payment Products by the Company or Parent on the basis of any rights held by a third party (including without limitation any rights of any third party in any Intellectual Property);
(g) Heller, Ehrman, White & ▇▇▇▇▇▇▇▇▇ LLP or other legal counsel to the Company approved by Parent in its sole discretion will have issued a legal opinion in the form attached hereto as Exhibit G;
(h) the Company shall have delivered a properly executed statement, dated as of the Closing Date, there shall be no effective Order issued by in a court form reasonably acceptable to Parent conforming to the requirements of competent jurisdiction restraining or prohibiting the consummation of the Merger.Treasury Regulations Section 1.1445-2(c)(3);
(ei) Money Centers the Company shall have delivered to Parent and Merger Sub a certificate, dated certificate that (x) incorporates by reference the Closing Date, executed by a duly authorized officer of Money Centers certifying representations and warranties set forth in Section 3.2 and sets forth the fulfillment information required to be set forth on Section 3.2 of the conditions specified in Sections 8.2(a)Company Disclosure Schedule as of the Effective Time, (by) and (c).
(f) Money Centers shall have delivered sets forth a description of all Stockholder Debt to Parent a certificate, dated the Closing Date, executed by the Secretary of Money Centers, certifying as to (i) Money Centers' Governing Documents, (ii) resolutions with respect be outstanding immediately prior to the Merger adopted by Money Centers' board Effective Time, including the current holder thereof and the maximum amount required to discharge such Stockholder Debt in full (including any accrued interest, prepayment fees or costs, and any increases or multiples of directors and shareholders attached theretothe principal amount thereof), and (iiiy) incumbency sets forth a description of all Merger-Triggered Fees, including the persons to whom they are payable, and signatures the respective maximum amounts thereof (the “Capitalization and Fee Certificate”), which Capitalization and Fee Certificate shall be deemed to be a representation and warranty of the persons who Company hereunder;
(j) the Company shall have executed this Agreementobtained the consent or approval of each person whose consent or approval shall be required in connection with the Merger under all notes, the Related Agreements bonds, mortgages, indentures, contracts, agreements, leases, licenses, permits, franchises and other instruments or obligations to which it is a Party party, other than consents or approvals which, if not obtained, would not have a Parent Impairment either prior to or following the Closing;
(k) any and any all rights, warrants, options or other documentsinstruments or rights to purchase shares of Company Common Stock or Company Preferred Stock (other than Company Options and Company Warrants, certificates and agreements which shall be converted into the right to be executed and delivered at the Closing pursuant to this Agreement or any receive a portion of the Related Agreements Merger Consideration in accordance with Section 2.1) outstanding immediately prior to which it is a party on behalf of Money Centers.
(g) Parent the Closing, whether or not exercisable, whether or not vested, and whether or not performance based, shall have received an opinion of Klehrbeen exercised or terminated, Harrisonand, Branzburg & Ellers LLP, counsel to Money Centers, dated except for the Closing Date, in form ▇▇▇ ▇ubstance reasonably satisfactory to Parent.
(h) Shareholder Stockholder Debt set forth on the Capitalization and Fee Certificate which shall have entered into an employment agreement with Parent on terms and conditions reasonably acceptable to Parent.
(i) The Related Agreements to which Money Centers is a party and all other documents to be delivered paid by Money Centers to Parent at the Closing shall be satisfactory in form and substance to Parent.
(j) All Consents of accordance with Section 1.5(a), all Third Parties and Governmental Bodies outstanding convertible notes shall have been obtained that are necessarycancelled without repayment or converted into capital stock of the Company;
(l) if requested by Parent, in the opinion of Parent Counsel, in connection with (a) Company shall have held a Stockholders Meeting and the execution and delivery Company Stockholders shall have approved the entrance by Money Centers of the Company into this Agreement and the Related Agreements to which it is a Party or (b) the consummation by Money Centers of the Merger and copies of all such Consents shall have been delivered to Parent.
(k) Parent shall have completed a business and legal due diligence investigation of Money Centerstransactions contemplated hereby, its assets and properties and including the Business, the results of which shall be satisfactory to Parent in its sole discretion.
(l) Parent shall receive possession of the Certificates.Merger; and
(m) Parent shall receive from Money Centers audited consolidated holders of no more than 5.0% of the aggregate outstanding Company Common Stock and consolidating balance sheets and statements of income, change in stockholders' equity and cash flow Company Preferred Stock (calculated on an as-converted to Company Common Stock basis) as of and for the twelve months ended September 30Effective Time shall have elected to, 2003or continue to have contingent rights to, exercise dissenters’, appraisal or similar rights under California Law with respect to such shares.
(n) Money Centers shall deliver an industry-standard commitment letter to Parent providing for the refinancing of its existing vault cash and, upon consummation of the acquisition of Chex Services, Inc. by iGames Entertainment, Inc., the existing vault cash of Chex Services, Inc. Such commitment letter shall be subject to the standard contingencies for commitment letters in this area of financing.
Appears in 1 contract