CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. The obligations of the Stockholders hereunder are subject to the following conditions.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. The obligations of the Stockholders under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. Consummation of the Transfer by the Stockholders of the Acquired Stock to SearchHelp is subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
(a) The representations and warranties of SearchHelp contained in Article II hereof (with specific reference, inclusive of the SearchHelp Disclosure Schedule) shall be true and correct as of the Agreement Date and shall be true and correct in all material respects at and as of the Closing Date as if made on the Closing Date;
(b) SearchHelp shall have complied in all material respects with all obligations, agreements and covenants required to be performed by them or it hereunder prior to or on the Closing Date of the Transaction, including all covenants and agreements on their part to be performed, as set forth in Article IV above;
(c) SearchHelp shall have made the deliveries required to be made in Section 1.7 above;
(d) SearchHelp shall have performed in full the SearchHelp Financing Obligations, or shall have otherwise satisfied O'Connor, as representative of the Stockholders (the "Stockholders' Xxxxxsentative") that SearchHelp shall be able to satisfy the SearchHelp Financing Obligations within a reasonable time following the Closing Date; and
(e) There shall not have occurred any SearchHelp Material Adverse Effect.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. The obligations of the STOCKHOLDERS 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 conditions set forth in this Section 5. As of the Closing Date, all conditions not satisfied shall be deemed to have been waived by the STOCKHOLDERS unless they have objected by notifying CONDOR in writing of such objection on or before the consummation of the transactions on the Closing Date, except that no such waiver shall be deemed to affect the survival of the representations and warranties of CONDOR contained in Section 3 hereof.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. Consummation of the sale of the Subject Shares by the Stockholders and the requisite actions by the Stockholders is subject to the fulfillment by DPW or waiver by each of the Stockholders on or prior to the Closing Date of each of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. All obligations of the Stockholders under this Agreement shall be subject to the fulfillment at or prior to Closing of the following conditions, it being understood that the Stockholders may, in its discretion, to the extent permitted by applicable Legal Requirements, waive any or all of such conditions in whole or in part.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. The obligations of the Company and the Stockholders under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all the following conditions, any one or more of which may be waived in writing by the Representative (on behalf of all such Persons):
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. The obligations of the Stockholders with respect to actions to be taken on the Closing Date are subject to the satisfaction (or waiver by the Stockholders) on or prior to the Closing Date of all of the conditions set forth in this Article 9; provided, that (except as otherwuse provided in Section 7.6) no such waiver shall constitute a waiver of, or otherwise affect the Stockholders' rights under, Section 12.2.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. All obligations of the Stockholders to consummate the Transactions are subject to the satisfaction prior thereto of each of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS. All obligations of the Stockholders under this Agreement are subject to the fulfillment, prior to or on the Closing Date (unless otherwise stated herein), of each of the following conditions:
(a) The Board of Directors of SFAD shall have approved the execution and delivery of this Agreement.
(b) The representations and warranties made by SFAD in this Agreement or in any certificates or documents delivered to the Stockholders pursuant to the provisions hereof shall be true in all respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time.
(c) SFAD shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing.
