Conditions Precedent to the Obligations of the Shareholders. The obligations of the Shareholders to proceed with the Closing hereunder are subject to the fulfillment prior to or at Closing of the following conditions (any one or more of which may be waived in whole or in part by the Shareholder Representative in its sole discretion):
Conditions Precedent to the Obligations of the Shareholders. Each and every obligation of the Shareholders under this Agreement to be performed on or before the Closing Date shall be subject to the satisfaction or fulfillment on or before the Closing Date of each of the following conditions, any one or more of which may be waived by the Shareholders:
Conditions Precedent to the Obligations of the Shareholders. All of the obligations of the Shareholders under this Agreement are subject to the satisfaction at or prior to the Distribution of each and every one of the following conditions:
Conditions Precedent to the Obligations of the Shareholders. The obligations of the Shareholders under this Agreement are, at their option, subject to the satisfaction at the Closing on the Closing Date of the following conditions precedent:
(a) The representation and warranties of Magellan contained in this Agreement were true when made and shall be true at and as of the closing on the Closing Date as though such representations and warranties had been made at and as of the Closing on the Closing Date, subject, in each case, to changes in the ordinary course or as permitted by the provisions of this Agreement, and Magellan shall deliver a certificate to this effect from its President.
(b) The irrevocable letter of instructions to the Transfer Agent of Magellan authorizing the issue of the Magellan Common Stock and Magellan Warrants as set forth in Section 1.1 of this Agreement shall have been delivered by Magellan to the Shareholders.
(c) Magellan shall have satisfied all the conditions and performed all the covenants and agreements on its part required by this Agreement to be satisfied and performed and shall not be in default under any of the provisions of this Agreement.
(d) No litigation, proceeding, investigation or inquiry shall be pending or threatened to set aside the authorization of this Agreement or to enjoin or prevent the consummation of the transactions contemplated hereby.
(e) Such certified resolutions, certificates, documents or instruments with respect to Magellan as the Shareholders may reasonably have requested prior to the Closing Date hereof to carry out the intent and purpose of this Agreement shall have been delivered.
Conditions Precedent to the Obligations of the Shareholders. The ----------------------------------------------------------- obligation of the Shareholders to consummate the transactions contemplated by this Agreement is expressly subject to the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by the Shareholders in writing):
(a) All representations and warranties of the Purchasers contained in this Agreement shall be true and correct in all respect on the date hereof and as of the Closing Date as if made at and as of such date.
(b) The Purchasers shall have performed and satisfied in all respects all covenants and conditions required by this Agreement to be performed or satisfied by them on or prior to the Closing Date.
(c) No action or proceeding shall have been instituted or threatened prior to or at the Closing Date or, in the reasonable opinion of counsel to the Shareholders, is likely to be instituted before any court or governmental body or authority the result of which could prevent or make illegal the consummation of the transactions contemplated hereunder.
(d) Tag Mex, Inc. shall have executed and delivered to the Key Employees the Employment Agreements.
(e) The Purchasers shall have executed and delivered to the Shareholders a pledge agreement in the form of and containing the terms and conditions set forth in Exhibit E hereto. ---------
Conditions Precedent to the Obligations of the Shareholders. The obligations of the Shareholders under this Agreement are subject to the satisfaction at the Closing of each of the following conditions.
Conditions Precedent to the Obligations of the Shareholders. The obligations of the Shareholders to effect the Closing, the sale of the Shareholders' Shares and the Shareholders' duties to perform their obligations hereunder are and shall be subject to the prior fulfillment of each of the following conditions:
(a) Payment of the Purchase Price. The payment to the Shareholders of the Purchase Price required to be paid and the delivery by Buyer of the Buyer's Shares at Closing as set forth in Section 4.02 hereof.
(b) R. Michael Lagow Employment Agrexxxxx Delivery of an Employment Agreement executed by and between R. Michael Lagow and Saxxxxxxx Xxxxxxxx Xxxxxngs, the form of which is attached hereto as Exhibit B.
Conditions Precedent to the Obligations of the Shareholders. Subject to Section 10.1(d) hereof, the obligations of the Shareholders under this Agreement are subject to the satisfaction at or prior to the Closing Date of each of the conditions set forth in this Section 8.2.
Conditions Precedent to the Obligations of the Shareholders. The obligation of each Shareholder to consummate the transactions contemplated by this Agreement is expressly subject to the fulfillment or written waiver of the following conditions on or prior to the Closing Date:
Conditions Precedent to the Obligations of the Shareholders. The obligations of the Shareholders and/or the Company under this Agreement are subject to the fulfillment prior to the Closing of each of the following conditions, any one or more of which may be waived by the Shareholders and the Company:
A. No Injunctive Proceedings. No preliminary or permanent injunction -------------------------- or other order (including a temporary restraining order) of any state or federal court or other governmental agency which prevents the consummation of the transactions which are the subject of this Agreement or prohibits the Purchaser's ownership of the Shares shall have been issued and remain in effect (provided that the Shareholders have acted in accordance with the requirements of Section 5.2 hereof).
