CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS. All of the Vendor's obligations under this Agreement are subject to the fulfillment, before or at the Closing Date, of the following conditions:
CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS. All obligations of the Vendor under this Agreement, including but not limited to those to sell the Glyko Shares to Purchaser and to purchase the BioMarin Shares, are subject to the fulfillment prior to or at the Closing of each of the following conditions:
(a) Vendor shall have received from Purchaser a certificate dated as of the Closing Date, signed by the Chief Executive Officer of Purchaser, stating that the representations and warranties of the Purchaser under this Agreement are true in all material respects on and as of the date of such Closing and that, on or prior to the Closing, the Purchaser has complied with all covenants and agreements herein agreed to be performed or caused to be performed by it on or prior to the Closing Date.
(b) No action shall have been taken by any court or governmental body prohibiting or making illegal the execution and delivery of this Agreement, or any transaction contemplated by this Agreement. No action, suit or proceeding shall have been instituted and be continuing by any Person to restrain, modify or prevent the consummation of the transactions contemplated by this Agreement, or to seek damages against the Purchaser in connection with such Transaction, or that has been or is reasonably likely to have a material adverse affect on the ability of any party hereto to fully consummate the transactions contemplated by this Agreement.
(c) The Purchaser shall have delivered to Vendor, subject to the provisions of Section 2.4 hereof, releases of the Employee Options executed by the subject optionees, in form reasonably satisfactory to the Vendor.
(d) Purchaser shall have delivered, subject to the provisions of Section 2.4 hereof, a certificate representing the BioMarin Shares registered in the name of the Vendor bearing restrictive legends as provided for in Section 3(z).
(e) On or before the Closing Date the Vendor and Glyko, Inc. shall have settled all inter-company debt and equity accounts.
(f) Vendor shall have received from counsel to Purchaser an executed legal opinion in a form reasonably satisfactory to Vendor.
(g) Vendor shall have received from Purchaser a copy of this Agreement duly executed on behalf of Purchaser with all schedules attached thereto completed to the mutual satisfaction of Purchaser and Vendor.
(h) Vendor shall have received from Purchaser $500 in cash pursuant to Section 2.2 hereof.
(i) Vendor shall have received from Purchaser an executed copy of the Amended and Restated Registration Rights Ag...
CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS. Each and every obligation of the Vendor to be performed on the Closing Date shall be subject to the satisfaction by the Closing Date of the following conditions, unless waived in writing by the Vendor:
(a) The representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given by the Closing Date; and
(b) The Purchaser shall deliver to the Vendor 20,000 rupees in a form acceptable to the Vendor.
CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS. Each and every obligation of the Vendor to be performed on the Closing Date shall be subject to the satisfaction by the Closing Date of the following conditions, unless waived in writing by the Vendor:
(a) The representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given by the Closing Date;
(b) The name of the Purchaser shall be changed to "Environmental Control Corp." and the Purchaser shall have completed a split of its common stock such that every share issued and outstanding prior to the split shall have been exchanged for five post-split shares of the Purchaser;
CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS. Each and every obligation of the Vendor to be preformed on the Closing Date shall be subject to the satisfaction by the Closing Date of the following conditions, unless waived in writing by the Vendor:
(a) The representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as of the Closing Date with the effect as though such representations and warranties had been made or given by the Closing Date; and
(b) the Purchaser shall deliver to the Vendor:
(i) a certificate representing 7,500,000 shares of restricted common stock (the "Share") in the capital stock of the Purchaser registered in the name of the Vendor; and
(ii) a copy of resolutions of the Purchaser's Board of Directors authorizing the execution of this Agreement and the sale of the Assets to the Purchaser; and
(iii) a copy of minutes of a meeting of the shareholders of the Vender approving the Vendor's sale of substantially its whole undertaking to the Purchaser upon the terms of this Agreement.
CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS. 5.01 The Vendor’s obligation to carry out the terms of this agreement and to complete the sale referred to in paragraph 1.01 is subject to the following conditions:
(a) the representations and warranties of the Purchaser contained in paragraph 4.01 shall be true in every particular as if such representations and warranties had been made by the Purchaser on the Closing Date;
(b) on the Closing Date the Purchaser shall have delivered to the Vendor:
(i) certified copy of a directors’ resolution of the Purchaser authorizing the completion of this transaction; and
(c) the transactions contemplated in the Share Exchange Agreement shall close immediately prior to the closing of this Agreement, and the Payment Shares referred to in the Share Exchange Agreement shall have been transferred to the Shareholders (as defined in the Share Exchange Agreement). The foregoing conditions are for the exclusive benefit of the Vendor and may be waived by the Vendor in writing in whole or in part on or before the Closing Date but save as so waived, the completion of the sale referred to in paragraph 1.01 by the Vendor shall not prejudice or affect in any way the rights of the Vendor in respect of the representations and warranties of the Purchaser set forth in paragraph 4.01 and such representations and warranties shall survive the Closing Date and the transfer of the Shares.
CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS. Each and every obligation of the Vendor to be performed on the Closing Date shall be subject to the satisfaction by the Closing Date of the following conditions, unless waived in writing by the Vendor:
(a) The representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given by the Closing Date; and
(b) The Purchaser shall deliver to the Vendor:
(i) certificates representing 1,000,000 shares of common stock in the capital of the Purchaser registered and issuable as follows: Arto Tavukciyan 840,000 John Plaschinski 160,000
(ii) a copy of resolutions of the Purchaser's Board of Directors authorizing the execution of this Agreement, the acquisition of the Shares and the issuance of the Vend-In Shares.
CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS. Notwithstanding anything herein contained, the obligation of the Vendor to complete the sale hereunder is subject to the following conditions:
CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS. Each and every obligation of the Vendor to be performed on the Closing Date shall be subject to the satisfaction by the Closing Date of the following conditions, unless waived in writing by the Vendor:
(a) The representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given by the Closing Date; and
(b) The Purchaser shall deliver to the Vendor:
(i) a certificate representing 4,000,000 shares of restricted common stock (the "Shares") in the capital stock of the Purchaser registered in the name of the Vendor; and
(iii) a copy of resolutions of the Purchaser's Board of Directors authorizing the execution of this Agreement, the acquisition of the Assets, and the issuance of the Shares.
CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS. Each and every obligation of the Vendor to be performed on the Closing Date shall be subject to the satisfaction by the Closing Date of the following conditions, unless waived in writing by the Vendor:
(a) The representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given by the Closing Date; and
(b) The Purchaser shall deliver to the Vendor:
(i) certificates representing the Vend-In Shares;
(ii) a copy of resolutions of the Purchaser's Board of Directors authorizing the execution of this Agreement, the acquisition of the Assets, the issuance of the Vend-In Shares and the appointment of two of the Vendor's nominees to the Purchaser's Board of Directors;
(iii) undated resignations of the current members of the Company's Board of Directors, namely Xxxxx XxXxxx and Xxxxx Xxxxx;
(iv) draft pro forma financial statements of the Purchaser, in a form acceptable to both Parties and in compliance with the Securities & Exchange Commission's Form 8-K filing requirements;
(c) The Purchaser completing a forward share split of its common stock such that each currently issued share of common stock will be exchanged for 13 post-split shares;
(d) The Purchaser changing its name to HS3 Technologies, Inc.; and
(e) The Purchaser amending its articles of incorporation to create authorized capital of 10,000,000 shares of preferred stock.
