CONDITIONS PRECEDENT TO THE SHAREHOLDERS' OBLIGATIONS. Each and every obligation of the Shareholders to be performed on the Closing Date shall be subject to the satisfaction (or waiver) prior to or at the Closing of each of the following conditions:
CONDITIONS PRECEDENT TO THE SHAREHOLDERS' OBLIGATIONS. Notwithstanding the execution and delivery of this Agreement or the performance of any part hereof, the Shareholders' obligations to consummate the transaction contemplated by this Agreement shall be subject to the satisfaction of each of the conditions set forth in this Article VI, except to the extent that such satisfaction is waived in writing by the Shareholders.
CONDITIONS PRECEDENT TO THE SHAREHOLDERS' OBLIGATIONS. The obligations of Shareholder to consummate the transactions contemplated by this Agreement will be subject to the satisfaction on or before the Closing Date of the following conditions:
CONDITIONS PRECEDENT TO THE SHAREHOLDERS' OBLIGATIONS. The obligations of the Shareholders to sell Shares pursuant to this Agreement are subject to the fulfillment, prior to or on the Closing Date, of the following conditions:
(a) The representations and warranties of PPC contained in this Agreement shall then be true in all material respects (without reference to the exception set forth in Section 5(c) hereof) and shall not contain any material errors and misstatements, and PPC shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with prior to the Closing;
(b) The Defendants shall have executed and delivered to the Shareholders (i) such documents to procure dismissal of their claims under the Litigation as the Shareholders and their counsel shall reasonably request and (ii) releases substantially in the form of Exhibit I hereto; and
(c) Option Agreement shall have terminated and the Shares released to the Shareholders by the Escrow Agent (as defined in the Option Agreement).
CONDITIONS PRECEDENT TO THE SHAREHOLDERS' OBLIGATIONS. The obligations of the Shareholders to assign and transfer the FSG Shares to TFA at the Closing and to consummate the transactions contemplated by Section 2 are subject to the satisfaction or waiver by FSG, on or before the Closing Date, of each of the conditions set forth in this Section 10. The Shareholders may not rely on TFA's failure to satisfy any condition set forth in this Section 10 if the failure was caused by their own failure to act in good faith or to use all reasonable efforts to satisfy the conditions set forth in Section 9.
CONDITIONS PRECEDENT TO THE SHAREHOLDERS' OBLIGATIONS. The obligations of the Shareholder to sell the Shares and Voting Preferred Shares pursuant to this Agreement are subject to the fulfillment of the following conditions:
(a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as if made as of the Closing Date;
(b) The Company shall have delivered to the Shareholder (i) by wire transfer an amount equal to the Cash Consideration, (ii) the Promissory Note, and (iii) the Warrant;
(c) The stockholders of the Company shall have approved the transactions contemplated by this Agreement; and
(d) All conditions to the closing of the transactions contemplated by the Trust Agreement shall have been satisfied.
CONDITIONS PRECEDENT TO THE SHAREHOLDERS' OBLIGATIONS. . . . 37 8.1 Representations and Warranties True on the Closing . . . . 37 8.2.
CONDITIONS PRECEDENT TO THE SHAREHOLDERS' OBLIGATIONS. The performance of the Shareholders under this Agreement is subject, at the election of the Shareholders, to the fulfillment or written waiver of each of the following conditions on or before the Closing:
(a) The representations and warranties of Cintas and Cintas Sub contained in this Agreement or in any certificate or document delivered to the Shareholders pursuant hereto shall be true and correct on the date hereof and shall be deemed to have been made again on the Closing Date and speak as of the Closing and shall then also be true and correct, subject to any changes and exceptions thereto which are contemplated in this Agreement or consented to in writing by the Shareholders. Cintas and Cintas Sub shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by them, respectively, on or before the Closing; and the Shareholders shall have been furnished with certificates from Cintas and Cintas Sub executed on behalf of Cintas and Cintas Sub by the President or a Vice President of Cintas and Cintas Sub, respectively, dated as of the Closing, certifying to the fulfillment of the foregoing conditions by Cintas and Cintas Sub, respectively.
(b) No litigation or administrative proceeding shall be pending or which seeks to restrain, set aside or invalidate the transactions contemplated by this Agreement.
CONDITIONS PRECEDENT TO THE SHAREHOLDERS' OBLIGATIONS. All obligations of the Shareholders under this Agreement relating to the Merger on the Effective Date are subject to the fulfillment, prior to or at the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by the Shareholders):
CONDITIONS PRECEDENT TO THE SHAREHOLDERS' OBLIGATIONS. The obligations of the Shareholders to sell the Shares at the Closing and to consummate the other transactions contemplated by this Agreement are subject to the following conditions precedent, any or all of which may be waived by the Shareholder Majority in their sole discretion:
