Additional Conditions to Obligations of the Sellers. The obligations of the Sellers to complete the Transactions shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions (it being understood and agreed that each such condition is solely for the benefit of the Sellers and may be waived by the Sellers in writing in its sole discretion without notice or Liability to any Person):
Additional Conditions to Obligations of the Sellers. The obligations of the Sellers to effect the Closing are subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in writing exclusively by the Sellers:
Additional Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the Purchase 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 the Sellers:
Additional Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part in their sole discretion):
(a) the representations and warranties of Purchaser contained in Article V of this Agreement shall be true and correct on the date hereof and on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date, except to the extent that any failures of such representations and warranties to be so true and correct would not result in a Purchaser Material Adverse Effect;
(b) Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date;
(c) Purchaser shall have delivered to the Sellers a certificate executed by an officer of Purchaser that the conditions set forth in paragraphs (a) and (b) above have been satisfied; and
(d) Purchaser shall have delivered to the Sellers those items set forth in Section 3.3(a), except for the item set forth in Section 3.3(a)(vii) (it being understood that such item shall not be a condition to Sellers’ obligation to consummate the transactions contemplated by this Agreement).
Additional Conditions to Obligations of the Sellers. The obligations of Sellers under this Agreement shall, at the option of the Sellers, be subject to the following conditions:
Additional Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated hereby 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 Sellers and may be waived by the Sellers in writing in their sole discretion without notice, liability or obligation to any Person):
(a) The representations and warranties of the MGT Parties in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality, which representations and warranties as so qualified shall be true and correct in all respects) on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for representations and warranties which address matters only as to a specified date, which representations and warranties shall be true and correct with respect to such specified date). The MGT Parties 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 at or prior to the Closing.
(b) The Sellers shall have received each of the deliveries required to by made by the MGT Parties to the Sellers pursuant to Section 2.6.
Additional Conditions to Obligations of the Sellers. The obligation of the Sellers to effect the Purchase is subject to the satisfaction of each of the following additional conditions, any of which may be waived, in writing, exclusively by the NVC Agents.
(a) The representations and warranties of NPI set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations speak as of an earlier date).
(b) NPI shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date.
(c) NPI, the Escrow Agent, NVC and the NVC Agents shall have entered into the "Escrow Agreement".
(d) The Sellers shall have received a written opinion from Xxxx Xxxx Xxxx & Freidenrich, counsel to NPI, in substantially the form attached hereto as Exhibit K.
(e) NPI shall have paid NVC's obligations to the parties and in the amounts set forth in Schedule 1.2(b).
(f) All Offer Letters shall have been executed and delivered by the parties thereto.
(g) NPI shall have granted options to certain of the Sellers pursuant to the Offer Letters and the Noncompetition Agreements.
Additional Conditions to Obligations of the Sellers. The obligation of the Sellers to consummate the Contemplated Transactions is also subject to the following conditions:
5.4.1 Each of the representations and warranties of Parent and Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing as though made at and as of the Closing, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. The Sellers Representative shall have received a certificate of the Chief Executive Officer, President or Chief Financial Officer of Parent and Buyer to that effect.
5.4.2 Parent and Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with on or prior to the Closing Date. The Sellers Representative shall have received a certificate of the Chief Executive Officer, President or Chief Financial Officer of Parent to that effect.
5.4.3 A mutual release between the Company, on the one hand, and the Principal Sellers on the other hand, in the form of Exhibit 5.4.3 attached hereto.
5.4.4 Parent and Buyer shall have delivered the White Employment Agreement and made the non-compete payment contemplated therein.
Additional Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated hereunder shall be subject to the fulfillment, at or prior to the Initial Closing or Milestone Closing (as applicable), of each of the following conditions, which may be waived in writing by the Majority in Interest of Sellers in their sole discretion:
8.2.1. The Sellers shall have obtained a ruling from the Israeli Tax Authority with respect to the sale to the Purchaser of the Purchased Shares, the purchase by the Sellers of OphthaliX Shares and the assumption by the Purchaser of all unvested Options(the "Ruling");
8.2.2. Completion of a fundraising by OphthaliX of an amount of not less than the greater of (i) US$6 Million or (ii) the minimum amount required in order that OphthaliX can meet the shareholder equity requirements for uplisting to the NYSE MKT or The Nasdaq Capital Market (the “Fundraising”).
8.2.3. The Company shall have received approval from either the NYSE MKT or The Nasdaq Capital Market that the Purchaser's Common Stock has been uplisted.
Additional Conditions to Obligations of the Sellers. The obligations of the Sellers to effect the Transactions are subject to satisfaction or waiver of the following additional conditions:
