Conditions of the Company. The obligation of the Company to issue and sell the Purchased Shares to the Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion:
(i) The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Date.
(ii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement; and no action, suit, proceeding or investigation shall have been instituted or threatened by a governmental authority of competent jurisdiction that seeks to restrain, enjoin, prevent, prohibit, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement.
(iii) The initial closing of the Offering shall have been consummated in accordance with the terms of the Underwriting Agreement.
Conditions of the Company. The obligations of the Company to consummate the transactions contemplated hereby are subject to the satisfaction or written waiver (to the extent any such waiver is permitted by applicable Law) by the Purchaser, on or prior to the Closing Date, of each of the following conditions precedent:
Conditions of the Company. The obligation of the Company to consummate the Merger is further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
Conditions of the Company. The obligations of the Company to consummate the transactions contemplated hereby are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions precedent:
Conditions of the Company. The obligation of the Company to consummate the Merger is further subject to the satisfaction at the Effective Time of the Merger of the following conditions:
Conditions of the Company. The obligation of the Company to sell the Securities on the Closing Date is subject to the satisfaction, or waiver by the Company, of the following conditions:
(a) The representations and warranties made by each Purchaser in this Agreement shall be true and accurate in all material respects as of the Closing Date.
(b) Each Purchaser shall have complied with and performed all agreements and covenants to be complied with or performed by it in all material respects at or prior to the Closing Date.
Conditions of the Company. The obligation of the Company to issue and sell the Purchase Shares to be sold to and purchased by the Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion:
(i) The Strategic Cooperation Agreement, the Shareholders’ Agreement and the Amended and Restated Registration Rights Agreement shall have been executed and delivered by the Purchaser.
(ii) All corporate actions that are required to be taken by the Purchaser in connection with the purchase of the Purchase Shares shall have been completed.
(iii) The representations and warranties of the Purchaser contained in ARTICLE III of this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects (except for those representations and warranties qualified by material, materiality or similar expressions, which shall be true and correct in all respects) on and as of the Closing Date, except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.
(iv) The closing of the transfer of 6,117,440 Shares from Priortech to Purchaser based on terms and conditions as agreed under the STA.
(v) The Parties hereto shall have received all applicable and required governmental and regulatory approvals, authorization or permits from any Governmental Authority or regulatory body of the United States, Israel or Taiwan, Republic of China, including but not limited to the CFIUS Approval (as defined below) and the Taiwan Approvals set forth in Section 4.12 below.
(vi) All of the third party consents and approvals as set forth on Schedule 2.4 shall have been obtained.
(vii) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, imposes any damages or penalties that are substantial in relation to the Purchaser, or otherwise makes illegal the cons...
Conditions of the Company. The obligation of the Company to sell the Securities at the Closing is subject to satisfaction or waiver of each of the following conditions precedent at or prior to the Closing:
Conditions of the Company. The obligation of the Company to effect the Merger and otherwise consummate the Contemplated Transactions is subject to the satisfaction, or waiver by the Company, at or before the Closing, of each of the following conditions:
Conditions of the Company. The obligation of the Company to complete the sale of the Business and the Assets contemplated by this Agreement is subject to the fulfillment of each of the following conditions:
