CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDER. Subject to waiver as set forth in Section 11.4, the obligations of the Shareholder under this Agreement are subject to the fulfillment to the Shareholder's reasonable satisfaction prior to or at the Closing of each of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDER. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions, any of which may be waived by the Shareholder.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDER. The obligations of the Shareholder to perform and observe the covenants, agreements and conditions hereof to be performed and observed by it at or before the Time of Closing shall be subject to the satisfaction at or before the Time of Closing of the following conditions, any one or more of which may be waived by the Shareholder:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDER. The obligations of IMPERIAL under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDER. Consummation of the transaction contemplated hereby on the part of the Shareholder is subject to the fulfillment, to the reasonable satisfaction of the Shareholder of each of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDER. The obligations of the Shareholder 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 the Shareholder in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date);
(b) Purchaser shall have performed and complied in all respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;
(c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(d) Purchaser shall have obtained each consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made by it in connection with the execution and delivery of this Agreement or the performance of the transactions contemplated herein; and
(e) The Shareholder’s bank has confirmed receipt of the wire transfer referred to in Section 3.2(a) hereof.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDER. The Merger is subject to the conditions set forth in this Section 9 for the exclusive benefit of Shareholder to be fulfilled on or prior to the Closing Date. Shareholder may, however, waive the fulfillment of any of these conditions, either before or after the Closing Date, but any waiver, to be binding upon Shareholder, must be by a writing executed by, or on behalf of, them. Buyer shall use commercially reasonable efforts to cause each condition to be fulfilled.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDER. The obligations of TRIPLE, OAD and the SHAREHOLDER under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDER. 19
7.1 Buyer Representations True at Closing 19 7.2 Performance by the Buyer 19 7.3 Officer's Certificate 19 7.4 Demand Notes 20 7.5 Incumbency Certificate 20 7.6 Opinion of Counsel 20 7.7 Litigation Affecting Closing 20 7.8 Regulatory Compliance and Approval 20 7.9 Special Committee 20 ARTICLE 8 MISCELLANEOUS 20
8.1 No Survival of Representation and Warranties 20 8.2 Payment of Expenses 21 8.3 Termination 21 8.4 Brokers' and Finders' Fees 21 8.5 Assignment and Binding Effect 22 8.6 Waiver 22 8.7 Notices 22 8.8 Pennsylvania Law to Govern 23 8.9 Remedies Not Exclusive 23 8.10 No Benefit to Others 23 8.11 Contents of Agreement 23 8.12 Section Headings and Gender 24 8.13 Cooperation 24 8.14 Severability 24 8.15 Counterparts 24 Annex I Certain Defined Terms Schedule 4.1 List of Common Stock Subscribers SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT is dated as of January 5, 1996. The parties are PENNSYLVANIA COMPANY, a Delaware corporation (the "Shareholder"), being the owner of all of the issued and outstanding shares of capital stock of BUCKEYE MANAGEMENT COMPANY, a Delaware corporation (the "Company"), and BMC ACQUISITION COMPANY, a Delaware corporation (the "Buyer").
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDER. The obligations of the Shareholder under this Agreement are subject only to the delivery by iGambit of the Shares as described in Section 2.1 hereof and the delivery of (or, at the option of Shareholder, the waiver of delivery of) the documents described in Section 2.3(b) hereof and the satisfaction of each of the following conditions:
