CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATION TO CLOSE. Shareholder’s obligation to sell the Shares and to take the other actions required to be taken by Shareholder 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 Shareholder in whole or in part):
CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATION TO CLOSE. The Shareholder's and the Company's obligation to consummate the Merger and to take the other actions required to be taken by the Shareholder and 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 Shareholder, in whole or in part):
CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATION TO CLOSE. All obligations of the Shareholder under this Agreement are subject, at his option, to the fulfillment, before or at the Closing, of each of the following conditions:
CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATION TO CLOSE. The obligation of Shareholders to close the transaction contemplated by this Agreement is subject to the satisfaction of the following conditions precedent on or before the Closing Date:
5.1.1 OneSource has performed all of its obligations to be performed hereunder on or before the Closing Date.
5.1.2 The representations and warranties made by OneSource in this Agreement are true on the date hereof and on the Closing Date.
CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATION TO CLOSE. If the parties are successful in closing the acquisitions of Freedom RU and Freedom CY the Reporting Person will own 95% of the then issued and outstanding common stock of the Issuer. The Issuer will not have a sufficient number of authorized but unissued shares to issue the number of shares required under the Acquisition Agreement to acquire Freedom RU and Freedom CY, therefore, the Issuer has agreed to recapitalize by effecting a reverse split of its common stock as described in the Current Report on Form 8-K. The Reporting Person was appointed to the Board of Directors of the Reporting Person and as Chief Executive Officer on November 23, 2015.
CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATION TO CLOSE. In addition to the special pre-Closing covenants and conditions set forth in Section 1.3, Shareholder’s obligations to deliver the Equity Securities of the each of the FFIN Companies at its particular Closing, and to take the other actions required pursuant to this Agreement to be taken by Shareholder at any Closing, are subject to the satisfaction, at or before such Closing, of each of the following conditions (any of which may be waived in whole or in part by Shareholder):
CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATION TO CLOSE. 7.1 ACCURACY OF REPRESENTATIONS.............................19 7.2
CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATION TO CLOSE. The Shareholders' obligation to sell the PhoneSoft Shares and to take the other actions required to be taken by the Shareholders 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 Agent, in whole or in part, in accordance with Section 11.13):
CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATION TO CLOSE. The Shareholders' obligations to consummate the transactions hereunder are subject to the satisfaction, on or prior to the Closing Date, of the following conditions, compliance with which or the occurrence of which may be waived in writing, in whole or in part, by the Shareholders prior to the Closing.
(a) At the Closing Date, the Shareholders shall have obtained clear and unencumbered title to the Shares.
(b) As of the Closing Date (i) all of the representations and warranties made by ACSI herein and in any Schedule or Exhibit hereto shall, in all material respects, be true and correct, (ii) all of the obligations of ACSI to be performed on or before the Closing Date shall have been performed and (iii) the Shareholders shall have received a certificate from ACSI, dated as of the Closing Date, as to the effect of the matters listed in subsections (i) and (ii) of this subsection (a).
(c) ACSI shall have executed and delivered to the Shareholders each of the agreements, certificates and other documents to be delivered to the Shareholders pursuant to Section 8.4 hereof.
(d) ACSI shall have obtained any required consents of the holders of its 13% Senior Discount Notes due 2005 issued pursuant to that certain Indenture, dated November 14, 1995, by and between ACSI and Chemical Bank, as Trustee, as previously supplemented, and the holders of its 12-3/4% Senior Discount Notes due 2006 issued pursuant to that certain Indenture, dated March 4, 1996, by and between ACSI and Chemical Bank, as Trustee, and such Indentures shall have been supplemented as necessary.
(e) No action, suit or proceeding shall have been instituted by any person or entity, or threatened by any governmental agency or body, before a court or governmental body, to restrain or prevent the consummation of the transactions contemplated by, or the performance by CyberGate, the Shareholders or ACSI of their obligations under, this Agreement. At the Closing Date, there shall be no injunction, restraining order or decree of any nature of any court or governmental agency or body in effect which restrains or prohibits the consummation of the transactions contemplated by this Agreement or the Indemnification Escrow Agreement.
CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATION TO CLOSE. 8.1 The obligation of SHAREHOLDER to effect the stock redemption as contemplated by this AGREEMENT shall be subject to performance and compliance by the COMPANY of each and every covenant and agreement of COMPANY 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) The COMPANY shall have performed and complied with all of their covenants stated in this AGREEMENT in all material respects through the CLOSING DATE.
(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.
