CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS Sample Clauses

CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. All obligations of the Shareholders under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part by the Shareholders.
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CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. The obligations of Shareholders to consummate and effect the transactions contemplated hereunder shall be subject to the satisfaction of the following conditions, or to the waiver thereof by Shareholders before the Closing Date:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. The obligations of Shareholders under this Agreement are, at the option of Shareholders, subject to satisfaction of the following conditions at or prior to the Closing Date:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. 28 6.1 Accuracy of Representations and Warranties and Compliance with Obligations 28 6.2 Signing and Delivery of Instruments 28 6.3 Unfavorable Action or Proceeding 28 6.4 Governmental Authorizations 28 ARTICLE 7 CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER 28 7.1 Accuracy of Representations and Warranties and Compliance with Obligations 29 7.2 Governmental Authorizations 29 7.3 Signing and Delivery of Instruments 29 7.4 Unfavorable Action or Proceeding 29 7.5 No Material Adverse Change 29 7.6 Required Consents 29 7.7 Disclosure Schedules 29 7.8 Asset Purchase Agreement 29 7.9 Termination of Plans 29 7.10 Amendment of Split-Dollar Agreements 30 ARTICLE 8 TERMINATION 30 8.1 Termination 30 8.2 Termination Consequences 31 ARTICLE 9 POST-CLOSING MATTERS 31 9.1 Preservation and Access to Records After the Closing 31 9.2 Provision of Benefits of Certain Contracts 31 9.3 Employee Matters 32 9.4 Post-Closing Operations of the Company 32 9.5 Certain Employee Matters 32 9.6 Payment of Premiums 33 ARTICLE 10 SURVIVAL AND INDEMNIFICATION 33 10.1 Survival 33 10.2 Indemnification of Purchaser by Shareholders 33 10.3 Indemnification of Shareholders by Purchaser 35 10.4 Method of Asserting Claims 36 10.5 Right of Offset 38 10.6 Exclusive Remedy 39 ARTICLE 11 TAX AND COST REPORT MATTERS 39 11.1 Tax Matters 39 ARTICLE 12 MISCELLANEOUS PROVISIONS 40 12.1 Entire Agreement 40 12.2 Further Assurances and Cooperation 40 12.3 Successors and Assigns 40 12.4 Governing Law 40 12.5 Amendments 40 12.6 Notices 41 12.7 Headings 41 12.8 Confidentiality and Publicity 42 12.9 Third Party Beneficiary 42 12.10 Expenses and Attorneys’ Fees 42 12.11 No Waiver 42 12.12 Severability 42 12.13 Counterparts 43 LIST OF EXHIBITS EXHIBIT DESCRIPTION A Post-Closing Escrow Agreement B Guaranty and Suretyship LIST OF SCHEDULES SCHEDULE DESCRIPTION
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CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. The obligations of Shareholders to consummate this Agreement and to deliver 24 titles of 2,000 shares each and 4 titles of 500 shares each representing 50,000 bearer Shares, numbered 1 to 50,000, of the Company shall be subject to and shall be conditioned upon each of the following conditions precedent:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. Unless, at the Closing, each of the following conditions is either satisfied or waived by the Shareholders in writing, the Shareholders shall not be obligated to effect the transactions contemplated by this Agreement.
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CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. The sale of their Capital Stock by Shareholders is subject to the conditions set forth in this Article for the exclusive benefit of Shareholders to be fulfilled on or prior to the Closing Date. Shareholders may, however, waive the fulfillment of any of these conditions, either before or after the Closing Date, but any waiver, to be binding upon Shareholders, must be by a writing executed by, or on behalf of, them. IBS shall use commercially reasonable efforts to cause each condition to be fulfilled.
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CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS. The obligations of the Shareholders are subject to the following conditions:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS 
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Related to CONDITIONS PRECEDENT TO OBLIGATIONS OF SHAREHOLDERS

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDERS AND COMPANY The obligations of the Stockholders and the Company with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions. The obligations of the Stockholders and the Company with respect to actions to be taken on the Funding and Consummation Date are subject to the satisfaction or waiver on or prior to the Funding and Consummation Date of the conditions set forth in Sections 8.1, 8.5, 8.8, 8.9 and 8.12. As of the Closing Date or, with respect to the conditions set forth in Sections 8.1, 8.5, 8.8, 8.9 and 8.12, as of the Funding and Consummation Date, if any such conditions have not been satisfied, the Company or the Stockholders (acting in unison) shall have the right to terminate this Agreement, or in the alternative, waive any condition not so satisfied. Any act or action of the Stockholders in consummating the Closing or delivering certificates representing Company Stock as of the Funding and Consummation Date shall constitute a waiver of any conditions not so satisfied. However, no such waiver shall be deemed to affect the survival of the representations and warranties of TCI and Newco contained in Section 6 hereof.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer under this Agreement shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived by the Buyer:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):

  • Conditions Precedent to Obligations of Parties The respective obligations of each of the parties hereto hereunder are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):

  • Conditions Precedent to Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law):

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Conditions Precedent to Obligations of the Parties The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions:

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):

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