Conditions Precedent to the Obligations of the Sellers. The obligations of the Sellers under this Agreement are subject to the satisfaction (or waiver by the Sellers) at or prior to the Closing Date of each of the following conditions:
Conditions Precedent to the Obligations of the Sellers. Each and every obligation of the Sellers to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:
Conditions Precedent to the Obligations of the Sellers. The obligations of the Sellers under this Agreement to consummate the Transactions are subject to the satisfaction at or prior to Closing of each of the following conditions, all or any of which may be waived, in whole or part, by the Sellers’ Representative in writing for purposes of consummating the Transactions, but without prejudice to any other right or remedy which the Sellers may have hereunder as a result of any misrepresentation by or breach of any agreement, covenant, representation or warranty of CMI contained herein or any other certificate or instrument furnished by CMI hereunder:
(a) (i) each of the representations and warranties made by CMI in Section 5.1 (Organization), Section 5.2 (Capitalization) Section 5.3 (Authorization; Validity of Agreement), Section 5.20 (Brokers or Finders), Section 5.21 (Vote Required) and Section 5.22 (CMI Board of Directors Recommendation) of this Agreement shall be true and correct other than in de minimis respects as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date) and (ii) each of the other representations and warranties made by CMI in Article 5 of this Agreement shall be true and correct (without giving effect to any materiality, Material Adverse Effect or any similar standard or qualification) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (ii), where the failure of such other representations and warranties to be true and correct, has not had and would not have, individually or in the aggregate, a Material Adverse Effect on CMI and its Subsidiaries;
(b) each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by CMI at or prior to the Closing shall have been duly and properly complied with and performed in all material respects, including the execution and delivery of all the documents described in Article 2 hereof; and
(c) since the date of this Agreement, no Material Adverse Effect shall have occurred with respect to CMI and its Subsidiaries.
Conditions Precedent to the Obligations of the Sellers. The Sellers’ obligation to effectuate the Closing under this Agreement shall be subject to the fulfillment of the following conditions, any of which may be waived in writing by the Sellers:
(1) the representations and warranties of the Purchaser in Section 4.3 shall be true and correct in all material respects as of the Effective Date and the Closing Date (other than representations and warranties which address matters only as of a certain date, which shall be as of such date);
(2) the Purchaser shall have performed in all material respects the covenants and obligations required by this Agreement to be performed by the Purchaser at or prior to the Closing Date;
(3) no order, ruling, or other measures of any Governmental Authority that materially prevents or restrains the Transaction shall exist;
(4) the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively;
(5) the shareholders agreement separately entered into by and among the Parties regarding such matters as the operation of the Company shall remain valid and effective;
(6) all Permits required to be obtained by the Parties for the Closing of the Transaction shall have been lawfully obtained and completed by the Parties; and
(7) the Share Pledge Agreement in the form set forth under Exhibit 5.1(10), securing the Sellers’ obligations under this Agreement as secured obligations and designating the Purchaser as the pledgee in accordance with Section 5.1(10), shall have been executed and the kun-pledge (Geun Jxx Xxxx in Korean) shall have been established.
Conditions Precedent to the Obligations of the Sellers. The obligation of the Sellers to proceed with the Closing is subject to the fulfillment prior to or at Closing of each of the following conditions (any one or more of which may be waived in whole or in part by the Sellers in their sole discretion):
Conditions Precedent to the Obligations of the Sellers the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively; 6.2
Conditions Precedent to the Obligations of the Sellers. The obligations of the Sellers under the Sale Documents are expressly subject to the fulfillment of each of the following conditions, unless waived by the Sellers' Representative in writing, at or before the Closing:
Conditions Precedent to the Obligations of the Sellers. <Deleted>
Conditions Precedent to the Obligations of the Sellers. The obligations of the Sellers to be performed under this Agreement are subject to fulfillment of the following conditions:
(a) Representations and warranties of the Company made in this Agreement shall be true and correct in all material respects when made and shall also be true and correct on and as of the Closing Date in all material respects, with the same effect as though such representations and warranties had been made at and as of such date; and
(b) The Company shall have performed or complied with all agreements and conditions required by this Agreement to be performed or complied with prior to or at the Closing Date.
Conditions Precedent to the Obligations of the Sellers. The obligation of the Sellers to consummate the purchase and sale of the Shares is subject to the fulfillment, at or before the Closing, of all of the following conditions:
