Common use of Conditions Precedent to the Obligations of Xxxxxx Clause in Contracts

Conditions Precedent to the Obligations of Xxxxxx. All obligations of Xxxxxx under this Agreement are subject to the fulfillment, prior to or as of the Closing or the Effective Date, as indicated below, of each of the following conditions: (a) The representations and warranties by or on behalf of VIGS and VGS Sub contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection herewith shall be true and correct in all material respects at and as of the Closing and Effective Date as though such representations and warranties were made at and as of such time. (b) VIGS and VGS Sub shall have performed and complied with all covenants, agreements, and conditions set forth or otherwise contemplated in, and shall have executed and delivered all documents required by, this Agreement to be performed or complied with or executed and delivered by them prior to or at the Closing. (c) On or before the Closing, the directors and stockholders of VIGS shall have approved in accordance with applicable Nevada law the execution and delivery and shall have filed the VIGS Amended Articles attached hereto as Exhibit B. (d) On or before the Closing, the directors, and to the extent legally required, the shareholders of VIGS and VGS Sub shall have approved in accordance with applicable state corporation law the execution and delivery of this Agreement, the Amended Articles and the consummation of the transactions contemplated herein. (e) On or before the Closing Date, VIGS and VGS Sub shall have delivered certified copies of resolutions of the sole stockholder and director of VGS Sub and of the directors of VIGS approving and authorizing the execution, delivery and performance of this Agreement and authorizing all of the necessary and proper action to enable VIGS and VGS Sub to comply with the terms of this Agreement, including the election of Xxxxxx’ nominees to the Board of Directors of VIGS and all matters outlined or contemplated herein. (f) The Merger shall be permitted by applicable state law and otherwise and VIGS shall have sufficient shares of its capital stock authorized to complete the Merger and the transactions contemplated hereby. (g) The capitalization of VIGS shall be as set forth in Section 5(i) herein. (h) At Closing, all of the directors and officers of VIGS shall have resigned in writing from their positions as directors and officers of VIGS effective upon the election and appointment of the Xxxxxx nominees, and the directors of VIGS shall take such action as may be necessary or desirable regarding such election and appointment of Xxxxxx nominees. (i) At the Closing, all instruments and documents delivered by VIGS or VGS Sub, including to Xxxxxx Stockholders pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for Xxxxxx. (j) Xxxxxx shall have received the reasonable assurance of its certified public accountants, to the extent it deems necessary, that its financial audit shall be concluded at the proper time in order to be in full compliance will applicable SEC reporting requirements in connection with the Merger and the Closing of this transaction. (k) The shares of restricted VIGS capital stock to be issued to Xxxxxx Stockholders at Closing will be validly issued, nonassessable and fully paid under Nevada corporation law and will be issued in a nonpublic offering in compliance with all federal, state and applicable securities laws. (l) Xxxxxx shall have received the advice of its tax advisor, to the extent it deems necessary, that this transaction is a tax-free reorganization as to Xxxxxx and all of the Xxxxxx Stockholders. (m) Xxxxxx shall have received all necessary and required approvals and consents from required parties and from its stockholders.

Conditions Precedent to the Obligations of Xxxxxx. All obligations of Xxxxxx under this Agreement are subject to the fulfillment, prior to or as of the Closing or the Effective Date, as indicated below, of each of the following conditions: (a) The representations and warranties by or on behalf of VIGS and VGS Sub contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection herewith shall be true and correct in all material respects at and as of the Closing and Effective Date as though such representations and warranties were made at and as of such time. (b) VIGS and VGS Sub shall have performed and complied with all covenants, agreements, and conditions set forth or otherwise contemplated in, and shall have executed and delivered all documents required by, this Agreement to be performed or complied with or executed and delivered by them prior to or at the Closing. (c) On or before the Closing, the directors and stockholders of VIGS shall have approved in accordance with applicable Nevada law the execution and delivery and shall have filed filing the VIGS Amended Articles attached hereto as Exhibit B. (d) On or before the Closing, the directors, and to the extent legally required, the shareholders of VIGS and VGS Sub shall have approved in accordance with applicable state corporation law the execution and delivery of this Agreement, the Amended Articles and the consummation of the transactions contemplated herein. (e) On or before the Closing Date, VIGS and VGS Sub shall have delivered certified copies of resolutions of the sole stockholder and director of VGS Sub and of the directors of VIGS approving and authorizing the execution, delivery and performance of this Agreement and authorizing all of the necessary and proper action to enable VIGS and VGS Sub to comply with the terms of this Agreement, including the election of Xxxxxx’ Xxxxxx'x nominees to the Board of Directors of VIGS and all matters outlined or contemplated herein. (f) The Merger shall be permitted by applicable state law and otherwise and VIGS shall have sufficient shares of its capital stock authorized to complete the Merger and the transactions contemplated hereby. (g) The capitalization of VIGS shall be as set forth in Section 5(i) herein. (h) At Closing, all of the directors and officers of VIGS shall have resigned in writing from their positions as directors and officers of VIGS effective upon the election and appointment of the Xxxxxx nominees, and the directors of VIGS shall take such action as may be necessary or desirable regarding such election and appointment of Xxxxxx nominees. (i) At the Closing, all instruments and documents delivered by VIGS or VGS Sub, including to Xxxxxx Stockholders pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for Xxxxxx. (j) Xxxxxx shall have received the reasonable assurance of its certified public accountants, to the extent it deems necessary, that its financial audit shall be concluded at the proper time in order to be in full compliance will applicable SEC reporting requirements in connection with the Merger and the Closing of this transaction. (k) The shares of restricted VIGS capital stock to be issued to Xxxxxx Stockholders at Closing will be validly issued, nonassessable and fully paid under Nevada corporation law and will be issued in a nonpublic offering in compliance with all federal, state and applicable securities laws. (l) Xxxxxx shall have received the advice of its tax advisor, to the extent it deems necessary, that this transaction is a tax-tax free reorganization as to Xxxxxx and all of the Xxxxxx Stockholders. (m) Xxxxxx shall have received all necessary and required approvals and consents from required parties and from its stockholders.

Conditions Precedent to the Obligations of Xxxxxx. All obligations of Xxxxxx under this Agreement are subject to the fulfillment, prior to or as of the Closing or and/or the Effective Date, as indicated below, of each of the following conditions: (a) The representations and warranties by or on behalf of VIGS HAUSA, HAUSA Sub and VGS Sub the Founders contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection herewith shall be true and correct in all material respects at and as of the Closing and Effective Date as though such representations and warranties were made at and as of such time. (b) VIGS HAUSA and VGS HAUSA Sub shall have performed and complied with all covenants, agreements, and conditions set forth or otherwise contemplated in, and shall have executed and delivered all documents required by, this Agreement to be performed or complied with or executed and delivered by them prior to or at the Closing. (c) On or before the Closing, the directors of HAUSA and stockholders of VIGS shall have approved in accordance with applicable Nevada law the execution and delivery and shall have filed the VIGS Amended Articles attached hereto as Exhibit B. (d) On or before the Closing, the directorsHAUSA Sub, and to the extent legally requiredHAUSA as sole stockholder of HAUSA Sub, the shareholders of VIGS and VGS Sub shall have approved in accordance with applicable state corporation law the execution and delivery of this Agreement, the Amended Articles Agreement and the consummation of the transactions contemplated herein. (ed) On or before the Closing Date, VIGS HAUSA and VGS HAUSA Sub shall have delivered certified copies of resolutions of the sole stockholder and director of VGS HAUSA Sub and of the directors of VIGS HAUSA approving and authorizing the execution, delivery and performance of this Agreement and authorizing all of the necessary and proper action to enable VIGS HAUSA and VGS HAUSA Sub to comply with the terms of this Agreement, including the election of Xxxxxx’ Xxxxxx’x nominees to the Board of Directors of VIGS HAUSA and all matters outlined or contemplated herein. (fe) The Merger shall be permitted by applicable state law and otherwise and VIGS HAUSA shall have sufficient shares of its capital stock authorized to complete the Merger and the transactions contemplated hereby. (g) The capitalization of VIGS shall be as set forth in Section 5(i) herein. (hf) At Closing, all of the directors and officers of VIGS HAUSA shall have resigned in writing from their positions as directors and officers of VIGS HAUSA effective upon the election and appointment of the Xxxxxx nominees, and the directors of VIGS HAUSA shall take such action as may be necessary or desirable regarding such election and appointment of Xxxxxx nominees. (ig) At the Closing, all instruments and documents delivered by VIGS HAUSA or VGS HAUSA Sub, including to Xxxxxx Stockholders pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for Xxxxxx. (jh) Xxxxxx The capitalization of HAUSA and HAUSA Sub shall be the same as described in Section 5(h), except that the number of outstanding shares of HAUSA Common Stock shall have received been increased by the reasonable assurance of its certified public accountants, stock split to the extent it deems necessary, that its financial audit shall be concluded at the proper time in order to be in full compliance will applicable SEC reporting requirements in connection with the Merger and the Closing of this transaction1,220,000 shares. (ki) The shares of restricted VIGS HAUSA capital stock to be issued to Xxxxxx Stockholders at Closing will be validly issued, nonassessable and fully paid under Nevada corporation law and will be issued in a nonpublic offering in compliance with all federal, state and applicable securities laws. (lj) Xxxxxx shall have received the advice of its tax advisor, to the extent it deems necessary, that this transaction is a tax-tax free reorganization as to Xxxxxx and all of the Xxxxxx Stockholders. (mk) Xxxxxx shall have received all necessary and required approvals and consents from required parties and from its stockholders. (l) At the Closing, HAUSA and HAUSA Sub shall have delivered to Xxxxxx an opinion of HAUSA’s legal counsel dated as of the Closing to the effect that: (1) Each of HAUSA and HAUSA Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (2) This Agreement has been duly authorized, executed and delivered by HAUSA and HAUSA Sub and is a valid and binding obligation of HAUSA and HAUSA Sub enforceable in accordance with its terms; (3) HAUSA and HAUSA Sub each through its Board of Directors and stockholders have taken all corporate action necessary for performance under this Agreement; (4) The documents executed and delivered to Xxxxxx and Xxxxxx Stockholders hereunder are valid and binding in accordance with their terms and vest in Xxxxxx Stockholders all right, title and interest in and to the shares of HAUSA’s Common Stock to be issued pursuant to Section 2 hereof, and the shares of HAUSA capital stock when issued will be duly and validly issued, fully paid and nonassessable; (5) HAUSA and HAUSA Sub each has the corporate power to execute, deliver and perform under this Agreement; and (6) Legal counsel for HAUSA and HAUSA Sub is not aware of any liabilities, claims or lawsuits involving HAUSA or HAUSA Sub. (m) The Founders shall have signed and delivered to Xxxxxx at the Closing an escrow agreement (the “Escrow Agreement”) in a form set forth in Exhibit B, pursuant to which each Founder shall deposit 50,000 shares of his/her HAUSA Common Stock with Corporate Legal., PC, as escrow agent, as security for some or all indemnification claims made by Xxxxxx pursuant to this Agreement.

Conditions Precedent to the Obligations of Xxxxxx. All The obligations of Xxxxxx under this Agreement are to effectuate the Closing is subject to the fulfillment, prior to or as the date of the Closing or the Effective Date, as indicated below, of each of the following conditions:conditions (any one or more of which may be waived by Xxxxxx unless such condition is a requirement of law): (a) The All representations and warranties by or on behalf of VIGS and VGS Sub the Company contained in this Agreement or and in any certificate written statement, exhibit or document other documents delivered pursuant to the provisions hereof hereto or in connection herewith with the transactions contemplated hereby shall be true and correct in all material respects at as of the Effective Date and as of the Closing and Effective Date as though such representations and warranties were made at and as of such timeDate. (b) VIGS and VGS Sub The Company shall have performed and complied in all material respects with all covenants, agreements, covenants and conditions set forth other agreements required by (or otherwise contemplated contained in, and shall have executed and delivered all documents required by, ) this Agreement to be performed or complied with or executed and delivered by them prior to or at the ClosingClosing Date. (c) On No action, suit, proceeding or investigation shall have been instituted against the Company, and be continuing before a court or before the Closingor by a governmental body or agency, and be unresolved, to restrain or to prevent or to obtain damages in respect of, the directors and stockholders of VIGS shall have approved in accordance with applicable Nevada law the execution and delivery and shall have filed the VIGS Amended Articles attached hereto as Exhibit B. (d) On or before the Closing, the directors, and to the extent legally required, the shareholders of VIGS and VGS Sub shall have approved in accordance with applicable state corporation law the execution and delivery of this Agreement, the Amended Articles and the consummation carrying out of the transactions contemplated herein. (e) On hereby or before which might materially and adversely affect the Closing Date, VIGS and VGS Sub shall have delivered certified copies of resolutions rights of the sole stockholder and director of VGS Sub and of the directors of VIGS approving and authorizing the execution, delivery and performance of this Agreement and authorizing all of the necessary and proper action Company to enable VIGS and VGS Sub to comply with the terms of this Agreement, including the election of Xxxxxx’ nominees to the Board of Directors of VIGS and all matters outlined or contemplated herein. (f) The Merger shall be permitted by applicable state law and otherwise and VIGS shall have sufficient shares of its capital stock authorized to complete the Merger and consummate the transactions contemplated hereby. (gd) The capitalization of VIGS Company shall have obtained all approvals and consents to consummate this Agreement and the transactions to be as set forth in Section 5(i) herein. (h) At consummated at or immediately following the Closing, in accordance with all of applicable laws, rules and regulations, including, but not limited to, the directors and officers of VIGS shall have resigned in writing from their positions as directors and officers of VIGS effective upon the election and appointment of the Xxxxxx nominees, and the directors of VIGS shall take such action as may be necessary or desirable regarding such election and appointment of Xxxxxx nominees. following: (i) At the Closing, all instruments and documents delivered by VIGS or VGS Sub, including to Xxxxxx Stockholders pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for Xxxxxx. (j) Xxxxxx Company shall have received all required approvals by the reasonable assurance directors and/or shareholders of its certified public accountantsthe Company regarding the sale of the Assets; (ii) the Company shall have filed all applicable schedules, to reports or statements with the extent it deems necessary, Securities and Exchange Commission (“SEC”) that its financial audit shall be concluded at are required by the proper time in order to be in full compliance will transactions contemplated by this Agreement and satisfied any applicable SEC reporting requirements waiting periods required in connection with therewith; and (ii) the Merger and the Closing of this transaction. (k) The shares of restricted VIGS capital stock to be issued to Xxxxxx Stockholders at Closing will be validly issued, nonassessable and fully paid under Nevada corporation law and will be issued in a nonpublic offering in compliance with all federal, state and applicable securities laws. (l) Xxxxxx Company shall have received obtained all consents and approvals required under the advice of its tax advisor, to the extent it deems necessary, that this transaction is a tax-free reorganization as to Xxxxxx and all of the Xxxxxx StockholdersNevada Revised Statutes. (m) Xxxxxx shall have received all necessary and required approvals and consents from required parties and from its stockholders.