Additional Conditions to Obligations of Shareholders. The obligations of the Shareholders to consummate and effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Shareholders:
Additional Conditions to Obligations of Shareholders. The obligations of Shareholders to consummate the Share Exchange and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by Xxxxxxx X. XxXxxx and/or Xxxxxxx X. Xxxxxx, as the representatives on behalf of the Shareholders:
Additional Conditions to Obligations of Shareholders. The obligations of the Shareholders to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by Shareholders holding a majority in interest of the Stock: (a) Parent shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by them on or prior to the Closing and the representations and warranties of Parent in this Agreement shall be true and correct in all material respects (or in all respects in the case of any representation or warranty that is qualified by its terms by a reference to Material Adverse Effect or otherwise the concept of materiality) when made and on and as of the Closing Date as though such representations and warranties were made on and as of such date. (b) The Shareholders shall have received a certificate executed on behalf of Parent by its Chief Financial Officer certifying that the conditions specified in Section 7.2(a) have been fulfilled. (c) The Shareholders shall have received a legal opinion of Holme Roberts & Owen LLP, counsel to Parent, xxxxxantxxxxy in the form attached to the Merger Agreement as Exhibit 8.2(c). 7.3 Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by Parent: (a) The Shareholders shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by them on or prior to the Closing Date and the representations and warranties of the Shareholders in this Agreement shall be true and correct in all material respects (or in all respects in the case of any representation or warranty that is qualified by its terms by a reference to Material Adverse Effect or otherwise by the concept of materiality) when made and on and as of the Closing Date as though such representations and warranties were made on and as of such time. (b) Parent shall have received a certificate, dated as of the Closing Date, from each Shareholder certifying that the conditions specified in Section 7.3(a) have been fulfilled. (c) Parent s...
