Conditions Precedent to Closing by the Purchaser Sample Clauses

Conditions Precedent to Closing by the Purchaser. The obligation of the Purchaser to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6. The Closing of the Transaction contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser in its sole discretion.

Conditions Precedent to Closing by the Purchaser. The obligations hereunder of the Purchaser to purchase and acquire the Shares are subject to the satisfaction of each of the following conditions at or prior to the Closing unless waived by the Purchaser in writing: 1.4.1 The representations and warranties of the Seller and the Company contained in this Agreement shall be true in all material respects, on the Closing Date, as if originally made on such date. 1.4.2 The Seller and the Company shall have performed and complied in all material respects with the agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing. (a) No statute, rule or regulation shall have been enacted or promulgated, and no order, decree, writ or injunction shall have been issued and shall remain in effect, by any court or governmental or regulatory body, agency or authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby, and (b) no action, suit or proceeding before any court or governmental or regulatory body, agency or authority shall have been instituted or threatened by any governmental or regulatory body, agency or authority, and no investigation by any governmental or regulatory body, agency or authority shall have been commenced, with respect to the transactions contemplated hereby or with respect to the Company which would have a material adverse effect on the transactions contemplated hereby or on the business of the Company. 1.4.4 One or more certificates duly issued by the Company in the name of the Purchaser, evidencing ownership of the Shares by the Purchaser, shall have been dated as of the Closing Date and delivered to the Purchaser at the Closing. 1.4.5 The Purchaser shall have received the following documents from the Company, in form and content satisfactory to the Purchaser: (a) Certified copies of the Resolutions of the Board of Directors of the Company unanimously authorizing the execution and performance by the Company of this Agreement and the agreements referred to elsewhere in this Agreement, the issuance of the Shares to the Purchaser and the other transactions contemplated hereby. (b) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, certifying that the Articles of Incorporation and the By-Laws of the Company, as respectively amended, have not been amended, modified or repealed from the forms of such documents in effect on the date hereof which p...

Conditions Precedent to Closing by the Purchaser. The obligation of the Purchaser to purchase and pay for the Purchaser Shares at the Closing is subject to satisfaction (or waiver by the Purchaser) of the following conditions precedent at or before the Closing:

Conditions Precedent to Closing by the Purchaser. The obligations of the Purchaser to purchase the Preferred B Shares and pay the Purchase Price at the Closing are subject to the fulfillment at or before the Closing of the following conditions precedent, any one or more of which may be waived in whole or in part by the Purchaser, which waiver shall be at the sole discretion of the Purchaser:

Conditions Precedent to Closing by the Purchaser. The obligation of the Purchaser to purchase the Transferred Assets and to consummate the transactions contemplated hereby, is subject to the fulfillment and satisfaction by the Seller or waiver in writing by the Purchaser prior to or at the Closing Date of each of the following conditions:

Conditions Precedent to Closing by the Purchaser. SECTION 5.1. The obligation of the Purchaser to purchase the Synergy Shares and complete the transactions contemplated hereby is subject to the satisfaction or waiver by Purchaser, in it sole discretion, of the following conditions precedent: (a) the Company shall have delivered to the Purchaser, the following: (i) such counterpart original and certified or other copies of this Agreement as the Purchaser shall reasonably request; (ii) stock certificates representing the Synergy Shares; and (iii) a certificate of an authorized officer of the Company as to the truth and accuracy of the representations and warranties set forth in ARTICLE III, the performance of all conditions required to be performed by the Company, and such other matters as counsel for the Purchaser may reasonably request, which matters shall be customary for transactions of the type contemplated by this Agreement; (b) there shall have been no change in the financial condition or results of operations of the Company which shall have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, since the date of this Agreement; (c) the Closing shall have occurred under the BB Agreement; (d) the bylaws of the Company shall have been amended to provide for an increase in the number of members of the Board from five (5) members to six (6) members and the Board shall fill the vacancy created by the increase in the number of members on the Board by a person designated by the Purchaser as provided in SECTION 2.6; and (e) the Company shall have entered into a Non-Competition and Proprietary Information Agreement with Xxxx Xxxxxxx and Xxxxx Xxxxxx, respectively, substantially in the form set forth in EXHIBIT B hereto.

Conditions Precedent to Closing by the Purchaser. The obligation of the Purchaser to purchase and pay for the Shares being purchased by the Purchaser is subject to satisfaction of the following conditions precedent at or before the Closing: (a) The representations and warranties made by the Sellers in Section 3 hereof shall be true and correct when made, and shall be true and correct at the time of the Closing, with the same force and effect as if they had been made at and as of the time of the Closing. (b) The Sellers shall have duly complied with and performed all covenants and agreements of the Sellers herein which are required to be complied with and performed at or before the Closing.

Conditions Precedent to Closing by the Purchaser. SECTION 5.1. The obligation of the Purchaser to purchase the Synergy Shares and complete the transactions contemplated hereby is subject to the satisfaction or waiver by Purchaser, in it sole discretion, of the following conditions precedent: (a) the Company shall have delivered to the Purchaser, the following: (i) such counterpart original and certified or other copies of this Agreement as the Purchaser shall reasonably request; (ii) stock certificates representing the Synergy Shares; and (iii) a certificate of an authorized officer of the Company as to the truth and accuracy of the representations and warranties set forth in

Conditions Precedent to Closing by the Purchaser. 6.1 The obligations of the Purchaser hereunder, including but not limited to the obligation of the Purchaser to purchase the Purchased Shares, shall be subject to each of the following conditions precedent (save to the extent that any of the same are waived or deferred by the Purchaser in its sole discretion): (a) All of the representations and warranties made by Seller in this Agreement or in any certificate or document submitted or to be submitted to the Purchaser hereunder shall be true and accurate in all material respects on and as of the Closing Date. (b) Effective as of the Closing Date, the executive officers and the members of the Board of the Directors of the Company shall each have resigned from their offices and shall have waived any right and claim to compensation or damages from the Company. (c) As of the Closing Date, there will be no legal proceedings pending or threatened in front of any judicial, administrative or fiscal authority against the Company, instituted by the latter against third parties or affecting in any way, directly or indirectly, the Company, in any such case which are reasonably likely to have a material adverse effect on the Company’s financial condition or results of operations.

Conditions Precedent to Closing by the Purchaser. 26 6.1 Accuracy of Representations and Warranties............................26 6.2