Common use of Additional Conditions Precedent to Obligations of the Stockholders Clause in Contracts

Additional Conditions Precedent to Obligations of the Stockholders. The obligation of the Stockholders to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following condition: (a) The representations and warranties of Group 1 contained in Article IV, other than the representation contained in Section 4.5(a), shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date, except that Group 1 shall be permitted to accomplish a reverse stock split pursuant to the provisions of Section 1.1; all the terms, covenants and conditions of this Agreement to be complied with and performed by Group 1 on or before the Closing Date shall have been duly complied with and performed in all material respects; and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of Group 1 shall have been delivered to the Company. (b) The Stockholders shall have received an opinion from Vinsxx & Xlkixx, X.L.P., dated as of the Closing, to the effect that the Acquisition, the Other Acquisitions and IPO, in the aggregate, will constitute a transaction described in Section 351 of the Code.

Additional Conditions Precedent to Obligations of the Stockholders. The obligation of the Stockholders to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following condition: (a) The representations and warranties of Group 1 contained in Article IV, other than the representation contained in Section 4.5(a), shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date, except that Group 1 shall be permitted to accomplish a reverse stock split pursuant to the provisions of Section 1.1; all the terms, covenants and conditions of this Agreement to be complied with and performed by Group 1 on or before the Closing Date shall have been duly complied with and performed in all material respects; and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of Group 1 shall have been delivered to the Company.; (b) The Stockholders shall have received an opinion from Vinsxx & Xlkixx, X.L.P., dated as of the Closing, to the effect that the Acquisition, the Other Acquisitions and IPO, in the aggregate, will constitute a transaction described in Section 351 of the Code; and (c) A. J. Xxxx, Xx. shall have received a payment of $50,000 from Group 1 pursuant to Section 8.4 of this Agreement.

Additional Conditions Precedent to Obligations of the Stockholders. The obligation of the Stockholders to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following condition: (a) The representations and warranties of Group 1 contained in Article IV, other than the representation contained in Section 4.5(a), shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date, except that Group 1 shall be permitted to accomplish a reverse stock split pursuant to the provisions of Section 1.1; all the terms, covenants and conditions of this Agreement to be complied with and performed by Group 1 on or before the Closing Date shall have been duly complied with and performed in all material respects; and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of Group 1 shall have been delivered to the Company.and (b) The Stockholders shall have received an opinion from Vinsxx & Xlkixx, X.L.P., dated as of the Closing, to the effect that the Acquisition, the Other Acquisitions and IPO, in the aggregate, will constitute a transaction described in Section 351 of the Code.

Additional Conditions Precedent to Obligations of the Stockholders. The obligation of the Stockholders to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following condition: (a) The representations and warranties of Group 1 contained in Article IV, other than the representation contained in Section 4.5(a), shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date, except that Group 1 shall be permitted to accomplish a reverse stock split pursuant to the provisions of Section 1.1; all the terms, covenants and conditions of this Agreement to be complied with and performed by Group 1 on or before the Closing Date shall have been duly complied with and performed in all material respects; and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of Group 1 shall have been delivered to the Company. (b) The Stockholders shall have received an opinion from Vinsxx & Xlkixx, X.L.P.Xlkixx X.X.P., dated as of the Closing, to the effect that the Acquisition, the Other Acquisitions and IPO, in the aggregate, will constitute a transaction described in Section 351 of the Code.

Additional Conditions Precedent to Obligations of the Stockholders. The obligation of the Stockholders to effect the Acquisition is also subject to the fulfillment at or prior to the Closing Date of the following condition: (a) The representations and warranties of Group 1 contained in Article IV, other than the representation contained in Section section 4.5(a), shall be accurate as of the Closing Date as though such representations and warranties had been made at and as of the Closing Date, except that Group 1 shall be permitted to accomplish a reverse stock split pursuant to the provisions of Section 1.1; all the terms, covenants and conditions of this Agreement to be complied with and performed by Group 1 on or before the Closing Date shall have been duly complied with and performed in all material respects; and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of Group 1 shall have been delivered to the Company. (b) The Stockholders shall have received an opinion from Vinsxx & Xlkixx, X.L.P., dated as of the Closing, to the effect that the Acquisition, the Other Acquisitions and IPO, in the aggregate, will constitute a transaction described in Section 351 of the Code.