Conditions Precedent to Closing by Eclipsys Sample Clauses

Conditions Precedent to Closing by Eclipsys. The obligation of Eclipsys to consummate the transactions contemplated hereby is subject to the satisfaction of each of the following conditions prior to or at the Closing: (a) The representations and warranties of SDK and the Selling Stockholders made hereunder (including the Disclosure Schedule and all other Schedules hereto) shall be true in all material respects at and as of the Closing Date, with the same force and effect as though made at and as of the Closing Date, except for updates or changes agreed to in writing by Eclipsys; (b) No injunction, restraining order or decree of any nature of any court or governmental or regulatory authority, or any claim, controversy or allegation of any third Person shall exist against Eclipsys, SDK or any Selling Stockholder that restrains, prevents, challenges or materially adversely changes any of the transactions contemplated hereby; (c) The consummation of the transactions contemplated hereunder shall not be in violation of (i) any applicable agreement, law, statute, rule or regulation for which a waiver or consent has not been obtained by Eclipsys or SDK if such violation would make illegal or otherwise impair or prevent the consummation of the Acquisition or have a Material Adverse Effect on the business, prospects, operations or financial condition of Eclipsys or SDK (including without limitation, as to Eclipsys, the consent and waiver of the holders of the Series B and Series C 8.5% Cumulative Redeemable Preferred Stock under its corporate charter, the consent and waiver of First Union National Bank, and the consent of the requisite parties to the Stockholders Agreement and Registration Rights Agreement necessary for the effectiveness of the amendments thereto contemplated by Section 5.6(j) and (k) below) or (ii) its corporate charter unless such violation has been waived; (d) SDK and the Selling Stockholders shall have executed and/or delivered all of the agreements, instruments and other documents, and other deliveries, required of each of them under Section 5.6 below or elsewhere expressly required of any of them under this Agreement, and such other agreements, instruments and documents as Eclipsys may reasonably request in order to fulfill the intents and purposes of this Agreement; and (e) Eclipsys shall have received such comfort from its auditors as it shall have deemed reasonably necessary to the effect that the non-qualified stock options to be granted to Michxxx X. Xxxxxxx xxxsuant to his employme...
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Related to Conditions Precedent to Closing by Eclipsys

  • Conditions Precedent to Closing The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • Seller’s Conditions Precedent to Closing The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by Seller:

  • BUYER’S CONDITIONS PRECEDENT TO CLOSING The obligation of Buyer to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any and all of which may be waived by Buyer in writing):

  • 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):

  • CONDITIONS PRECEDENT TO MERGER 5.01 Conditions Precedent to Obligations of Parent, Sub and the Company. The respective obligations of Parent and Sub, on the one hand, and the Company, on the other hand, to effect the Merger are subject to the satisfaction or waiver (subject to applicable law) at or prior to the Effective Time of each of the following conditions:

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE The Purchaser's obligation to pay the Consideration and to take the other actions required to be taken by the Purchaser 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 Purchaser, in whole or in part):

  • Conditions Precedent to the Closing 12 7.1. Consents; Stockholder Approval .................................. 12 7.2. No Suits or Actions ............................................. 12 ARTICLE VIII - MISCELLANEOUS................................................. 12

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers 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 Sellers, in whole or in part):

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS The obligations of Buyer to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Buyer:

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