CONDITIONS PRECEDENT TO COMPANY'S OBLIGATION TO CLOSE. Company's obligation to effect the Merger and to take the other actions required to be taken by Company at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by Company, in whole or in part):
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATION TO CLOSE. The Company’s obligation to complete the issuance and sale of the Purchased Securities to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATION TO CLOSE. The Company’s obligation to sell the Assets and to take the other actions required to be taken by the Company 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 Company, in whole or in part), the failure of such satisfaction of condition resulting in a Material Adverse Effect to Seller:
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATION TO CLOSE. The obligations of the Company hereunder are subject to the performance by Holder of its obligations hereunder and to the satisfaction (unless expressly waived in writing by the Company) of the additional conditions precedent that: (i) from and after the date of the Agreement through and including each Warrant Closing Date, the representations and warranties made by Holder in the Agreement shall be, and have been, true and correct; (ii) from and after the date of the Agreement through and including each Warrant Closing Date, Holder shall be, and have been, in compliance in all material respects with all the covenants and agreements in the Agreement; and (iii) on each Warrant Closing Date, Holder shall have delivered to the Company on each such date a certificate of an appropriate officer of Holder dated such date and to such effect.
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATION TO CLOSE. The following shall be conditions precedent to the obligation of Company to close hereunder, any of which may be waived in whole or in part by Company:
5.1 Each of the representations and warranties of Buyer contained in this Agreement is now and, except as to those expressly limited to the date hereof or some other specified date, at all times after the date of this Agreement to and including the time of Closing shall be, true and correct individually and collectively in all material respects, provided that any references to materiality in any representation or warranty shall be disregarded for purposes of this provision;
5.2 Each of the agreements, covenants and undertakings of Buyer contained in this Agreement, except for those calling for performance after Closing, will have been fully performed and complied with both individually and collectively in all material respects at or before Closing;
5.3 All documents required to be delivered by Buyer at or prior to Closing shall have been delivered or shall be tendered at the time and place of Closing.
5.4 Buyer shall loan or otherwise capitalize Company in the amount of $500,000 for working capital; and Buyer shall provide Company technological expertise and accounting services to Company on a direct cost basis. Buyer shall pay Company's legal fees and expenses up to $5,000 in connection with this transaction. Buyer shall repay direct expenses of Xxxxx Xxxxx and Xxxxxx XxXxxxxxx unreimbursed by Company since August 1999, and not to exceed $25,000, pursuant to the terms of an interest bearing (6%) one (1) year promissory note with monthly repayments to them.
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATION TO CLOSE. The following shall be conditions precedent to the obligation of Company to close hereunder, any of which may be waived in whole or in part by Company:
4.1 Each of the representations and warranties of Buyer contained in this Agreement is now and, except as to those expressly limited to the date hereof or some other specific date, at all times after the date of this Agreement to and including the time of Closing shall be, true and correct individually and collectively in all material respects, provided that any references to materiality in any representation and warranty shall be disregarded for purposes of this provision;
4.2 Each of the agreements, covenants and undertakings of Buyer contained in this Agreement, except for those calling for performance after Closing, will have been fully performed and complied with both individually and collectively in all material respects at or before Closing;
4.3 All actions, proceedings, instruments and documents required to enable Buyer to perform this Agreement or matters incident thereto (other than matters for which Company is responsible under the terms of this Agreement), and all other legal matters not relating to a Exhibit 2.1 - Pg. 15 default by Company of its obligations hereunder, shall have been duly taken, satisfied, executed or delivered, as the case may be, to the reasonable satisfaction of Company;
4.4 All documents required to be delivered by the Company at or prior to Closing shall have been delivered or shall be tendered at the time and place of Closing;
4.5 The parties shall prepare and mutually agree, at the Closing, on the terms of a Management Agreement between the parties whereby Company shall manage and operate the assets and business opportunities contained in the Acquired Assets on behalf of Buyer.
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATION TO CLOSE. The obligation of the Company to issue and sell the Purchased Securities pursuant to SECTION 2.2 hereof at the Closing is subject to the condition that, on and as of the Closing Date, (i) the Company shall have received from the Purchaser the following items, each dated the Closing Date unless otherwise indicated, in form and substance satisfactory to the Company, or (ii) the following actions or events shall have occurred, unless waived by the Company.
(a) A certificate of a co-manager of the Purchaser attesting to the due authorization of (i) the execution and delivery of the Transaction Documents and (ii) the consummation of all transactions contemplated thereby.
(b) A copy of the Purchaser's Articles of Organization and its Operating Agreement, certified by the Secretary or Assistant Secretary of the Company as true and correct as of the Closing Date.
(c) No suit, action or other proceeding shall be pending against the Purchaser before any court or governmental regulatory body or authority in which it is sought to restrain or prohibit the transactions contemplated hereby, or that could reasonably be expected to have a Material Adverse Effect, and no injunction, judgment, order, decree or ruling with respect thereto shall be in effect.
(d) The Company shall have obtained the consent and approval of its Board of Directors and its shareholders to enter into and execute the Transaction Documents and to engage in any and all transactions contemplated therein.
(e) The Purchase Price shall have been delivered to the Company's bank account.
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATION TO CLOSE. The following shall be conditions precedent to the obligation of Company to close hereunder, any of which may be waived in whole or in part by Company.
8.1. Each of the representations and warranties of Buyer contained in this Agreement is now and, except as to those expressly limited to the date hereof, at all times after the date of this Agreement to and including the time of Closing shall be, true and correct.
8.2. Each of the agreements, covenants and undertakings of Buyer contained in this Agreement, except for those calling for performance after Closing, will have been fully performed and complied with at or before Closing.
8.3. All documents required to be delivered by Buyer at or prior to Closing shall have been delivered or shall be tendered at the time and place of Closing.
8.4. No event shall have occurred which renders Company incapable of complying with its obligations hereunder or the Conditions to closing set forth in Section 7 above.
8.5. Buyer shall have paid to Seller or directly to the California Board of Equalization, such sales taxes, if any, as may be accrued on the transactions contemplated by this Agreement.
8.6. The Buyer shall have delivered to Company all necessary assumptions contemplated by this Agreement, including, but not limited to assumptions of agreements with RELL and Digi-IT, in a forms of which are attached hereto as Exhibit H.
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATION TO CLOSE. The obligation of the Company to consummate the transactions contemplated by this Agreement at the First Closing or at the Second Closing is subject to the satisfaction of the following conditions, unless waived by the Company:
(a) the Company obtaining all necessary shareholder approval and any consents (government, regulatory or otherwise) to the issue of the Company Shares to the Purchaser;
(b) the representations and warranties set forth in Schedule 2 shall be true and correct in all material respects at and as of such Closing;
(c) the Purchaser shall have performed and complied, in all material respects, with all of its covenants hereunder;
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATION TO CLOSE. 7.1 The obligation of COMPANY to effect the stock redemption and offering to SELECTED INVESTORS contemplated by this AGREEMENT shall be subject to performance and compliance by SHAREHOLDER of each and every covenant and agreement of SHAREHOLDER contained in this AGREEMENT and to the satisfaction of each and all of the following conditions precedent:
(a) The representations and warranties contained in this AGREEMENT shall be true and correct on and as of the CLOSING DATE, with the same force and effect as if made on and as of the CLOSING DATE;
(b) SHAREHOLDER shall have performed and complied with all of his covenants stated in this AGREEMENT in all material respects through the CLOSING DATE; and
(c) There shall not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this AGREEMENT.
