Conditions to the Transaction. 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
Conditions to the Transaction. Section 7.01 Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or written waiver by all parties and in the case of the Company, upon the approval of the Company Special Committee, if permissible under Applicable Law and other than the condition set forth in Section 7.01(a), which may not be waived by any party) at or prior to the Effective Time of each of the following conditions:
Conditions to the Transaction. (a) The Recapitalization Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Recapitalization Transaction is implemented (the “Effective Time”) each of which is for the mutual benefit of the Companies, on the one hand, and Canso, for and on behalf of the Managed Accounts, on the other hand, and may be waived in whole or in part jointly by the Companies and Canso, for and on behalf of the Managed Accounts (provided that such conditions shall not be enforceable by the Companies or Canso, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement):
Conditions to the Transaction. (a) The Transaction shall be subject to the reasonable satisfaction of the following conditions prior to or on the Effective Date, each of which is for the benefit of the Company, on the one hand, and the Consenting Noteholders, on the other hand, and may be waived in whole or in part by the Company and the Initial Consenting Noteholders (provided that conditions shall not be enforceable by a Party if any failure to satisfy such condition results from an action, error or omission by or within the control of that Party or a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement):
Conditions to the Transaction. 8.1 Conditions to the Obligations of Each Party to Consummate the Transaction. The obligations of the parties hereto to consummate the Transaction, or to permit the consummation of the Transaction, are subject to the satisfaction or, if permitted by applicable law, waiver of the following conditions:
Conditions to the Transaction. The obligations of the parties hereto, as well as the obligations of the parties to the Shareholders’ Agreement to consummate the transactions contemplated by this Agreement and the Related Agreements (collectively, the “Transactions”) at a closing to be held on the date hereof (the “Closing”) is subject to the fulfillment of each of the following conditions: (i) as applicable, MCO and CAV will have obtained and delivered to OBMP customary payoff letters and lien release documentation reasonably satisfactory to OBMP and their counsel relating to the repayment of all debt of Vitel, including the termination of all liens on any assets of Vitel securing any such debt; (ii) MCO and CAV will have forgiven all stockholder loans and related party debt to Vitel and its shareholders and their Affiliates on such terms that are consistent with the provisions hereof, and provided to OBMP and Vitel (as applicable) releases in respect of any claims by MCO and CAV against Vitel or OBMP relating to such loans; (iii) MCO and CAV will have obtained and delivered to OBMP the resignations of each of the directors and officers of Vitel including MCO and CAV; (iv) Vitel will have an amount of working capital of $10,000.00 (ten thousand Dollars 00/100) as of the consummation of the Transactions; (v) each of Vitel and OBMP shall have a total indebtedness in their balance sheet as of the date hereof in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100) as set forth in the schedules of assets and liabilities of Vitel and the financial statements of OBMP, attached hereto as Schedule 3.1(k) and Schedule 3.2(l), respectively; (vi) each of MCO and CAV shall have entered into employment agreements with Vitel in form and substance satisfactory to OBMP; (vii) Vitel and OBMP shall each have received all necessary governmental, board of directors and third-party approvals and consents to the Transactions; (viii)
Conditions to the Transaction. Each Party shall take all reasonable actions necessary to comply promptly with all Legal Rules, which may be imposed on such Party with respect to the transactions contemplated hereby and shall promptly cooperate with and furnish information to each other Party in connection with any such requirements imposed upon each other Party or affiliate of each other Party in connection with such transactions. Each Party shall take, and shall cause its affiliates to take, all reasonable actions to obtain (and to cooperate with each other Party and its affiliates in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity, or other third party, required to be obtained or made by such Party or its affiliates in connection with the transactions or the taking of any action contemplated thereby or by this Agreement
Conditions to the Transaction. 6.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
Conditions to the Transaction. A. Conditions to the Obligations of the Seller. The obligations of the Seller to effect the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Seller and may be waived by the Seller in writing in their sole discretion without notice or liability to any Person):
Conditions to the Transaction. The sale and purchase of the Sold Subscription Rights is conditional upon satisfaction of the following conditions: • as condition precedent, the issuance of the Subscription Rights by the Company to the benefit of the Sellers as part of the Capital Increase and the effective allocation of such Sold Subscription Rights of the Sellers's shareholder account; • as condition subsequent, the occurrence of the settlement and delivery of the Capital Increase (including the settlement and delivery of all the Shares resulting from the exercise by GMH of its Subscription Rights) on or before [* * *]. If the settlement and delivery of the Capital Increase (including the settlement and delivery of all the Shares resulting from the exercise by GMH of its Subscription Rights) has not occurred within such term, this Agreement shall be terminated (résolu de plein droit). If the condition precedent mentioned above is not satisfied on or before [* * *], this Agreement shall lapse and become null and void and of no further force and effect, except Section 8.2 which shall remain in force for a period of two (2) years as from the date hereof. Each Party will be released of its respective obligations under the present Agreement without any indemnity obligation towards the other Party and each Party will pay all its own costs and expenses.
