CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Company and the Stockholders to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or written waiver by the Stockholders’ Representative), at or prior to the Closing, of the following conditions:
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Heat Biologics, Inc.), Stock Purchase Agreement (Sorrento Therapeutics, Inc.)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Company and the Stockholders to consummate the transactions contemplated by under this Purchase Agreement are subject to the satisfaction (or written waiver by the Stockholders’ Representative)fulfillment, at or prior to the Closing, of each of the following conditions, and failure to satisfy any such condition shall excuse and discharge all obligations of the Company and the Stockholders to carry out the provisions of this Purchase Agreement, unless such failure is agreed to in writing by the Company and the Stockholders:
Appears in 2 contracts
Samples: Stock Purchase Agreement (BTG Inc /Va/), Stock Purchase Agreement (BTG Inc /Va/)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The Each and all of the obligations of the Company and the Stockholders to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or written waiver by the Stockholders’ Representative), at or fulfillment prior to or at the Closing, Closing of the following conditions:
Appears in 1 contract
Samples: Stock Acquisition and Exchange Agreement (Pinnacle Systems Inc)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Company and the Stockholders under this Agreement to consummate the transactions contemplated by this Agreement are hereby will be subject to the satisfaction (or written waiver by the Stockholders’ Representative)satisfaction, at or prior to the Closing, of all of the following conditions:
Appears in 1 contract
Samples: Stock Repurchase Agreement (Medidata Solutions, Inc.)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Company and the Stockholders to consummate perform and observe the transactions contemplated respective covenants, agreements and conditions hereof to be performed and observed by this Agreement are them at or before the Closing shall be subject to the satisfaction (or written waiver by the Stockholders’ Representative), at or prior to the Closing, of the following conditions:, which may be expressly waived only in writing signed by the -51- 59 Company and the Stockholder Representative, on behalf of the Stockholders.
Appears in 1 contract
Samples: Merger Agreement (Amazon Com Inc)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Company and the Stockholders to consummate perform and observe the transactions contemplated covenants, agreements and conditions hereof to be performed and observed by this Agreement are it at or before the Closing shall be subject to the satisfaction (or written waiver by the Stockholders’ Representative), at or prior to the Closing, of the following conditions:, which may be expressly waived only in writing signed by the Company and the Stockholders.
Appears in 1 contract
Samples: Merger Agreement (Shopnow Com Inc)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Company and the Stockholders to consummate complete the transactions contemplated by this Agreement are subject to the satisfaction (or written waiver by the Stockholders’ Representative), at or fulfillment prior to or at the Closing, Closing of the following conditions:conditions (any of which may, at its option, be waived by the Company):
Appears in 1 contract
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Company and the Stockholders to consummate the transactions contemplated by under this Agreement are subject to the satisfaction (or written waiver by the Stockholders’ Representative)fulfillment, at or prior to the Closing, of each of the following conditions, and failure to satisfy any such condition shall, without liability whatsoever to the Company and the Stockholders excuse and discharge all obligations of the Company and the Stockholders to carry out the provisions of this Agreement, unless such failure is agreed to in writing by the Company and the Stockholders:
Appears in 1 contract
Samples: Stock Purchase Agreement (Point 360)