CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 142 contracts
Samples: Share Purchase Agreement (Transatlantic Petroleum Ltd.), Stock Purchase Agreement (Standex International Corp/De/), Stock Purchase Agreement (Home System Group)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 62 contracts
Samples: Acquisition Agreement (Zaldiva Inc), Asset Purchase Agreement (Winnebago Industries Inc), Purchase and Sale Agreement (Energy XXI Texas, LP)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 40 contracts
Samples: Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BIMI International Medical Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 35 contracts
Samples: Asset Purchase Agreement (Intercloud Systems, Inc.), Asset Purchase Agreement (Level20 Inc.), Asset Purchase Agreement (MGP Ingredients Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares Purchased Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 15 contracts
Samples: Asset Purchase Agreement (Cabot Microelectronics Corp), Asset Purchase Agreement (Regal Entertainment Group), Asset Purchase Agreement (Regal Entertainment Group)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at on or prior to before the ClosingClosing Date, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 10 contracts
Samples: Purchase Agreement (Med-Cannabis Pharma, Inc.), Purchase Agreement (SW China Imports, Inc.), Purchase Agreement (Specialty Contractors, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares and to take the other actions required to be taken by The obligations of Buyer hereunder are, at the Closing is its option, subject to the satisfaction, at or prior to the ClosingClosing Date, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 10 contracts
Samples: Option Agreement (Legacy Communications Corp), Option Agreement (Legacy Communications Corp), Asset Purchase Agreement (Beasley Broadcast Group Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation The obligations of Buyer to purchase the Shares Assets and to take the other actions required to be taken by Buyer at proceed with the Closing is are subject to the satisfaction, satisfaction (or waiver in writing by Buyer) at or prior to the Closing, Closing of each of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 8 contracts
Samples: Asset Sale and Purchase Agreement (Martek Biosciences Corp), Asset Purchase Agreement (Chancellor Broadcasting Licensee Co), Asset Purchase Agreement (Radio Unica Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares pursuant to this Agreement and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 8 contracts
Samples: Stock Purchase Agreement (White Gehrig H), Stock Purchase Agreement (Aristocrat International Pty LTD), Stock Purchase Agreement (Aristocrat International Pty LTD)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Purchased Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 7 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Luna Innovations Inc), Asset Purchase Agreement (Hooker Furniture Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is 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 Buyer, in whole or in part):
Appears in 7 contracts
Samples: Stock Purchase Agreement (Ply Gem Holdings Inc), Stock Purchase Agreement (Fortune Brands Home & Security, Inc.), Stock Purchase Agreement (Qad Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):).
Appears in 5 contracts
Samples: Stock Purchase Agreement (Regal Entertainment Group), Stock Purchase Agreement (Morton Industrial Group Inc), Stock Purchase Agreement (South Financial Group Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation The obligations of Buyer to purchase the Shares Assets and to take the other actions required to be taken by Buyer at proceed with the Closing is are subject to the satisfaction, satisfaction (or waiver by Buyer) at or prior to the Closing, Closing of each of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 5 contracts
Samples: Asset Sale and Purchase Agreement (Delsoft Consulting Inc), Option Agreement (Osborn Communications Corp /De/), Asset Sale and Purchase Agreement (Merant PLC)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is 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 Buyer, in whole or in part):
Appears in 5 contracts
Samples: Stock Purchase Agreement (Integrated Communication Networks Inc), Stock Purchase Agreement (Second Bancorp Inc), Stock Purchase Agreement (Harvey Electronics Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Purchase Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 5 contracts
Samples: Stock Purchase Agreement (Star Energy Corp), Share Exchange Agreement (SFH I Acquisition Corp), Share Exchange Agreement (SFH I Acquisition Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation ’s obligations to purchase the Shares Acquired Interests and to take the other actions required pursuant to this Agreement to be taken by Buyer at the Closing is are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in partpart by Buyer):
Appears in 4 contracts
Samples: Share Exchange and Purchase Agreement, Share Exchange and Purchase Agreement (NewBridge Global Ventures, Inc.), Share Exchange and Purchase Agreement (NewBridge Global Ventures, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The Buyer's ’s obligation to purchase the Shares Assets and to take the other actions required to be taken by the Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Buyer, in whole or in partpart at the option of the Buyer):
Appears in 3 contracts
Samples: Asset Purchase Agreement (KAR Auction Services, Inc.), Asset Purchase Agreement (KAR Auction Services, Inc.), Asset Purchase Agreement (KAR Auction Services, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares pursuant to this Agreement and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 3 contracts
Samples: Stock Purchase Agreement (Aristocrat International Pty LTD), Stock Purchase Agreement (Aristocrat International Pty LTD), Stock Purchase Agreement (Aristocrat International Pty LTD)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Acquired Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 3 contracts
Samples: Asset Purchase Agreement (Barry R G Corp /Oh/), Asset Purchase Agreement (Barry R G Corp /Oh/), Asset Purchase Agreement (Amarin Corp Plc\uk)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's Buyers' obligation to purchase the Shares and to take the other actions required to be taken by Buyer Buyers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by BuyerBuyers, in whole or in part):
Appears in 3 contracts
Samples: Stock Purchase Agreement (Firearms Training Systems Inc), Stock Purchase Agreement (Maverick Tube Corporation), Stock Purchase Agreement (Vernitron Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Seller Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 3 contracts
Samples: Stock Purchase Agreement (Star Energy Corp), Stock Purchase Agreement (Sockeye Seafood Group Inc), Stock Purchase Agreement (Dubrovskaya Olga Amuofyevna)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares Assets and to consummate the transactions contemplated under this Agreement and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 3 contracts
Samples: Acquisition Agreement, Acquisition Agreement (Eateries Inc), Acquisition Agreement (Eateries Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation The obligations of Buyer to purchase the Shares and to take the other actions required to be taken by Buyer at proceed with the Closing is are subject to the satisfaction, satisfaction (or waiver by Buyer) at or prior to the Closing, Closing of each of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 3 contracts
Samples: Transfer and Assignment Agreement (DSW Inc.), Transfer and Assignment Agreement (DSW Inc.), Transfer and Assignment Agreement (Retail Ventures Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase acquire the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 3 contracts
Samples: Share Exchange Agreement (Isecuretrac Corp), Stock Acquisition Agreement (Talton Invision Inc), Stock Acquisition Agreement (Talton Invision Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares Company Assets and to take the other actions required to be taken by Buyer at the Closing is are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 3 contracts
Samples: Asset Purchase Agreement (Communications Central Inc), Asset Purchase Agreement (Ameritel Pay Phones Inc), Asset Purchase Agreement (Talton Invision Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Interests and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 3 contracts
Samples: Interest Purchase Agreement (Scripps E W Co /De), Interest Purchase Agreement (Iconix Brand Group, Inc.), Equity Purchase Agreement (Polymedica Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation The obligations of Buyer to purchase the Shares Line and the Acquired Assets and to take proceed with the other actions required to be taken by Buyer Closing are subject, at the Closing is subject option of Buyer, to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of each of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation The obligations of Buyer to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is Assets are subject to the satisfaction, at satisfaction of Buyer on or prior to the ClosingClosing Date, unless waived, of each of the following conditions (any of which may be waived by set forth in this Article 7. The conditions precedent to Buyer, in whole or in part):’s obligation to close are as follows:
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Global Energy, Inc.), Asset Purchase and Sale Agreement (Global Energy, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase consummate the Shares Merger and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 3 contracts
Samples: Merger Agreement (Commerce Planet), Merger Agreement (Compscripts Inc), Reorganization Agreement (Pacific Coast Apparel Co Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation The obligations of Buyer to purchase the Shares Line and the Acquired Assets and to take proceed with the other actions required to be taken by Buyer Closing are subject, at the Closing is subject option of Buyer, to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of each of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement (Norfolk Southern Corp), Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Norfolk Southern Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase consummate the Shares Merger and to take the other actions required to be taken by Buyer of it at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 3 contracts
Samples: Merger Agreement (Colonels International Inc), Merger Agreement (Spartan Motors Inc), Merger Agreement (Spartan Motors Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's Buyers’ obligation to purchase the Shares and to take the other actions required to be taken by Buyer Buyers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by BuyerBuyers, in whole or in part):
Appears in 3 contracts
Samples: Stock Purchase Agreement (Gulf United Energy, Inc.), Stock Purchase Agreement (Marquee Holdings Inc.), Stock Purchase Agreement (Amc Entertainment Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares Acquired Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 3 contracts
Samples: Asset Purchase Agreement (Checkpoint Systems Inc), Asset Purchase Agreement (JLM Industries Inc), Asset Purchase Agreement (Direct Focus Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase consummate the Shares transactions contemplated herein, and to take the other actions required to be taken by Buyer Buyer, at the Closing Closing, is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Atria Communities Inc), Purchase and Sale Agreement (Atria Communities Inc), Purchase and Sale Agreement (Atria Communities Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase consummate the Shares Contemplated Transactions and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement (Wpi Group Inc), Purchase and Sale Agreement (New Valley Corp), Purchase and Sale Agreement (Insignia Financial Group Inc /De/)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase consummate the Shares transactions contemplated herein, and to take the other actions required to be taken by Buyer Buyer, at the Closing Closing, is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part, and each of which shall be deemed fully satisfied or waived upon the occurrence of the Closing):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Multi Color Corp), Asset Purchase Agreement (Multi Color Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase consummate the Shares transactions contemplated herein, and to take the other actions required to be taken by Buyer at the Closing Closing, is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Devcon International Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Membership Interests and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Healthextras Inc), Membership Interest Purchase Agreement (Tower Tech Holdings Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Unless waived by the Buyer's obligation , the obligations of Buyer to consummate the purchase of the Shares and to take the other actions required to be taken by Buyer at the Closing Assets is subject to the satisfactionfulfillment, at or prior to or at the ClosingClosing Date, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):following:
Appears in 2 contracts
Samples: Purchase Agreement (JPM Co), Purchase Agreement (JPM Co)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase consummate the Shares Contemplated Transactions and to take the other actions required to be taken by Buyer at the Closing close hereunder is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Acacia Diversified Holdings, Inc.), Asset Purchase Agreement
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Purchased Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at on or prior to before the ClosingClosing Date, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Asset Purchase Agreement (MHI Hospitality CORP), Asset Purchase Agreement (MHI Hospitality CORP)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's The obligation of Buyer to purchase consummate the Shares and to take the other actions required to be taken by Buyer at the Closing transaction herein contemplated is subject to the satisfaction, satisfaction at or prior to before the Closing, of each Closing of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (RenPac Holdings Inc.), Reorganization Agreement (RenPac Holdings Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Purchased Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part, by a writing signed by Buyer):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Elevate, Inc.), Asset Purchase Agreement (Highland Business Services, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Equity Interests and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (Coleman Cable, Inc.), Stock Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's Buyers' obligation to purchase the Shares Xxxxxx Assets, assume the Contracts and to take the other actions required to be taken by Buyer Buyers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by BuyerBuyers, in whole or in part):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Owosso Corp), Asset Purchase Agreement (Top Air Manufacturing Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyerwaived, in whole or in part):
Appears in 2 contracts
Samples: Stock Purchase Agreement (Masada Security Holdings Inc), Stock Purchase Agreement (Masada Security Holdings Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The Buyer's obligation to purchase the Shares Interests and to take the other actions required to be taken by the Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Buyer, in whole or in part, in its sole discretion):
Appears in 2 contracts
Samples: Purchase Agreement (Atlas Industries Holdings LLC), Purchase Agreement (Atlas Industries Holdings LLC)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):), the failure of such satisfaction of condition resulting in a Material Adverse Effect to Buyer:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Iptimize, Inc.), Asset Purchase Agreement (Iptimize, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares and the Warrants and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Stock Purchase Agreement (CPM Holdings, Inc.), Stock Purchase Agreement (CPM Holdings, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at on or prior to before the ClosingClosing Date, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Contribution Agreement (MHI Hospitality CORP), Contribution Agreement (MHI Hospitality CORP)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation The obligations of Buyer to purchase the Shares Assets and to take the other actions required to be taken by Buyer at proceed with the Closing is are subject to the satisfactionsatisfaction (or waiver by Buyer, which may be withheld for any reason) at or prior to the Closing, Closing of each of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nn Ball & Roller Inc), Asset Purchase Agreement (Nn Ball & Roller Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Stock and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Stock Purchase Agreement (Astec Industries Inc), Stock Purchase Agreement (Astec Industries Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Purchased Note at the Closing and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closingwaiver, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 2 contracts
Samples: Senior Exchangeable Convertible Note Purchase Agreement (CDC Corp), Senior Exchangeable Convertible Note Purchase Agreement (CDC Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares Stock and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Stock Purchase Agreement (Astec Industries Inc), Stock Purchase Agreement (Insignia Financial Group Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares and to take the other actions required to be taken by Buyer at proceed with the Closing is subject to the satisfaction, at on or prior to the ClosingClosing Date, of each of the following conditions (any or all of which may be waived by Buyer, Buyer in whole or in part):
Appears in 2 contracts
Samples: Membership Interests Purchase Agreement (Arc Logistics Partners LP), Membership Interests Purchase Agreement (CorEnergy Infrastructure Trust, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase issue the Buyer’s Shares in exchange for the Company’s Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Stock Exchange Agreement (Serefex Corp), Stock Exchange Agreement (Serefex Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's The obligation of Buyer to purchase consummate the Shares and to take the other actions required transactions to be taken performed by Buyer at it in connection with the Closing is subject to the satisfaction, at satisfaction or prior to the Closing, of each waiver by Buyer of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (WHX Corp), Stock Purchase Agreement (Worthington Industries Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares Interest and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Purchase Agreement (Nexstar Pharmaceuticals Inc), Purchase Agreement (Concap Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived waived, in writing, by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (SecureAlert, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The Buyer's ’s obligation to purchase the Shares Acquired Assets and the Buyer’s obligation to take the other actions required to be taken by the Buyer at the Closing is subject to the satisfaction, satisfaction at or prior to the Closing, of each of the following conditions (any of which may be waived by the Buyer, in whole or in part):
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (XCel Brands, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares Interests and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Gryphon Gold Corp), Purchase Agreement (Allis Chalmers Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase consummate the Shares transactions contemplated herein, and to take the other actions required to be taken by Buyer Buyer, at the Closing Closing, is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bacterin International Holdings, Inc.), Purchase Agreement
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares Assets and to take the other actions required to be taken by Buyer at the Closing is are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Meadowbrook Rehabilitation Group Inc), Asset Purchase Agreement (Newcare Health Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's The Buyers’ obligation to purchase the Shares Acquired Assets and the Buyers’ obligations to take the other actions required to be taken by Buyer at the Buyers are the Closing is subject to the satisfaction, satisfaction at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyerthe Buyers, in whole or in part):
Appears in 2 contracts
Samples: Asset Purchase Agreement (XCel Brands, Inc.), Asset Purchase Agreement (XCel Brands, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Purchased Assets and Buyer’s obligation to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Iconix Brand Group, Inc.), Asset Purchase Agreement (NexCen Brands, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the ClosingClosing or such other date as set forth in this Agreement, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Stock Purchase Agreement (Alion Science & Technology Corp), Stock Purchase Agreement (Alion Science & Technology Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at on or prior to before the ClosingClosing Date, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Knowles Electronics Holdings Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Property and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part, in Buyer’s discretion):
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Alexander & Baldwin, Inc.), Purchase and Sale Agreement (Alexander & Baldwin, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at on or prior to before the ClosingClosing Date, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Pentacon Inc), Asset Purchase Agreement (Anixter International Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at on or prior to before the ClosingClosing Date, of each of the following conditions (any of which may be waived by Buyer, Buyer in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Units and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
6.1 Sellers’ and the Companies’ Performance.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Mastec Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation The obligations of Buyer to purchase the Shares LLC Interests and to take the other actions required to be taken by Buyer at proceed with the Closing is are subject to the satisfaction, satisfaction (or waiver by Buyer) at or prior to the Closing, Closing of each of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Purchased Units and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (National Commerce Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to consummate the transaction contemplated herein including to purchase the Shares Purchased Assets and the Purchased IP Assets, and to take the other actions required to be taken by Buyer at the Closing Closing, is 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 Buyer, in whole or in part):), which for the avoidance of doubt shall include any environmental, health and safety matters relating to each of the following:
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, Closing of each of the following conditions (any of which may be waived by Buyer, in whole or in part):);
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Shares, assume the Assumed Liabilities and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase consummate the Shares and transactions contemplated to take the other actions required to be taken by Buyer occur at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by BuyerBuyer in writing, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation ’s obligations to purchase the Shares and to take the other actions required pursuant to this Agreement to be taken by Buyer at the Closing is are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in partpart by Buyer):
Appears in 1 contract
Samples: Stock Purchase Agreement
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares Limited Partnership Interest and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Community Properties Trust)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Zappa-Tec Interests, the Explortec Interests and the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):).
Appears in 1 contract
Samples: Membership Interest and Stock Purchase Agreement (Chase Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Membership Interests and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Bob Evans Farms Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation The obligations of Buyer to purchase the Shares Assets and to take proceed with the other actions required to be taken by Buyer at Non-License Closing, if applicable, and the Closing is are subject to the satisfaction, satisfaction (or waiver in writing by Buyer) at or prior to the Non-License Closing or the Closing, as applicable, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. After providing Seller notice of its exercise of the option as provided in Article 2 hereof, Buyer's obligation to purchase the Option Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 1 contract
Samples: Stock Purchase Option Agreement (Cogenco International Inc)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation The obligations of Buyer to purchase the Shares Assets and assume the Liabilities and to take the other actions required to be taken by Buyer at proceed with the Closing is are subject to the satisfaction, satisfaction (or waiver by Buyer) at or prior to the Closing, Closing of each of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's Buyers’ obligation to purchase the Shares and to take the other actions required to be taken by Buyer Buyers at the Closing is subject to the satisfaction, satisfaction at or prior to the Closing, Closing of each of the following conditions (any of which may be waived by BuyerBuyers, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the AIM Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The Buyer's ’s obligation to purchase the Shares and to take the other actions required to be taken by the Buyer at the Closing hereunder is subject to the satisfaction, at on or prior to the ClosingClosing Date, of each of the following conditions (any of which may be waived by the Buyer, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Facility Ownership Interest and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by BuyerBuyer in its sole discretion, in whole or in part):
Appears in 1 contract
Samples: Option Agreement
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares Assets and to take the other actions required to be taken by Buyer at proceed with the Closing is shall be subject to the satisfaction, satisfaction (or waiver by Buyer) at or prior to the Closing, Closing of each of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase purchase, or to cause the Shares Buyer Designees to purchase, the Assets and to take the other actions required to be taken by Buyer or the Buyer Designees at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 1 contract
Samples: Asset Purchase Agreement (Chanticleer Holdings, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation The respective obligations of Buyer and Buyer Sub to purchase consummate the Shares and to take the other actions required to be taken by Buyer at the Closing is Contemplated Transactions are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by BuyerBuyer or Buyer Sub, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation obligations to purchase consummate the Shares Contemplated Transactions and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, Closing of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares and to take the other actions required to be taken by The obligations of Buyer at the Closing is are subject to the satisfaction, at or prior to the Closing, satisfaction of each of the following conditions (any of which may be waived by Buyer, in whole or in part):conditions:
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's Buyers’ obligation to purchase the Shares Acquired Assets and to take the other actions required to be taken by Buyer and/or Raven at the First Closing and/or Second Closing, as applicable, is subject to the satisfaction, at or prior to the respective Closing, of each of the following conditions (any of which may be waived by BuyerBuyers, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part, in its sole discretion):
Appears in 1 contract
Samples: Stock Sale and Purchase Agreement (Prestige Brands International, LLC)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares and the Membership Interestsand to take the other actions required to be taken by Buyer at to consummate the Closing is Contemplated Transactions are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the ClosingClosing (or such earlier date, if any, as is specified), of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares First Closing Assets at the First Closing and the Second Closing Assets at the Second Closing and to take the other actions required to be taken by Buyer at the First Closing and Second Closing, as applicable, is subject to the satisfaction, at or prior to the First Closing or Second Closing, as applicable, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's Buyers’ obligation to purchase the Shares and to take the other actions required to be taken by Buyer Buyers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by BuyerBuyers collectively, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's ’s obligation to purchase the Shares Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part, in writing):
Appears in 1 contract
Samples: Asset Purchase Agreement (Mobility Electronics Inc)