Parent Conditions Precedent Clause Samples
The Parent Conditions Precedent clause sets out specific requirements or actions that must be fulfilled by the parent company before a contract or transaction can proceed. Typically, these conditions may include obtaining necessary corporate approvals, regulatory consents, or ensuring that certain financial or legal obligations are met by the parent entity. By clearly outlining these prerequisites, the clause ensures that all critical conditions are satisfied before the parties are bound, thereby reducing the risk of disputes or incomplete transactions.
Parent Conditions Precedent. The obligations of the Parent to enter into and complete the Closing are subject, at the option of the Parent, 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 Parent in writing.
Parent Conditions Precedent. The obligations of the Members and the Company to enter into and complete the Closing is subject, at the option of the Members and the Company, to the fulfillment on or prior to the Closing Date of the following conditions:
Parent Conditions Precedent. The obligations of the Parent to enter into and complete the Closing is subject, at the option of the Parent 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 Parent in writing:
(a) The representations and warranties of the Shareholders contained in this Agreement (Article II) and of the Company contained in this Agreement (Article III) shall be true and correct in all material respects on and as of the Closing Date;
(b) There shall be no material judicial or administrative litigation, proceeding, or investigation pending or threatened against the Company;
(c) There shall not have been any occurrence, event, incident, action, failure to act, or transaction since March 1, 2012, which has had or is reasonably likely to cause a Company Material Adverse effect;
(d) Each participating Company Shareholder has completed, executed, and returned a Stock Transfer Separate from Certificate in the form attached hereto as Exhibit “B” and a Shareholder Certification in the form attached hereto as Exhibit “A” for delivery at Closing;
(e) The Deliveries specified in Section 5.1 and 5.3 shall have been made by the participating Shareholders and the Company respectively; and
(f) A minimum of eighty percent (80%) of the Company Shares are available for exchange for Parent Stock at the Closing.
Parent Conditions Precedent. The obligations of the Parent to enter into and complete the Closing is subject, at the option of the Parent, 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 Parent in writing:
(a) The representations and warranties of the Target Shareholder contained in this Agreement (Article II) and of Target contained in this Agreement (Article III) shall be true and correct in all respects on and as of the Closing Date;
(b) There shall be no material judicial or administrative litigation, proceeding, or investigation pending or threatened against Target;
(c) There shall not have been any occurrence, event, incident, action, failure to act, or transaction up to the date of Closing, which has had or is reasonably likely to cause a Target Material Adverse effect;
(d) Target Shareholder has completed, executed, and returned a Medallion Guarantee Stock Power acceptable to Parent for delivery at Closing;
(e) Target and the Target Shareholder shall have delivered the pre-closing deliverables set forth in Section 1.3 and Section 5.3 hereof within ten (10) days prior to the Closing, and
(f) Parent shall have completed its due diligence of the Target to its sole satisfaction.