Common use of Conditions Precedent to Xxxxxxxx'x Obligations Clause in Contracts

Conditions Precedent to Xxxxxxxx'x Obligations. The obligations ---------------------------------------------- of Xxxxxxxx hereunder are subject to the performance by SyQuest of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. On the Closing Date and each Issue Date, (i) to the extent provided in Section 3 hereof, the representations and warranties made by SyQuest in this Agreement shall be true and correct, and (ii) SyQuest shall have complied fully with all the covenants and agreements in this Agreement; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer of SyQuest dated such date and to such effect. b. On the Closing Date and each Issue Date, SyQuest shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, confirming in substance the matters covered in paragraphs (a), (b), (c), (d), (e), (f), and (h) of Section 3 hereof; provided, however, that no such opinion -------- ------- delivered in respect of any Issue Date shall be required to cover the matters set forth in paragraph (h) of Section 3 hereof. c. On the Closing Date, SyQuest shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, to the effect that the offer and sale of the Initial Shares hereunder do not require registration under the Securities Act. d. On each Issue Date, SyQuest shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, to the effect that the offer and sale of the Adjustment Shares to Xxxxxxxx do not require registration under the Securities Act.

Conditions Precedent to Xxxxxxxx'x Obligations. The obligations ---------------------------------------------- of Xxxxxxxx hereunder are subject to the performance by SyQuest SmarTalk of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. On the Closing Date date hereof and each Issue Investment Closing Date, if any, (i) to the extent provided in Section 3 hereof, the representations and warranties made by SyQuest SmarTalk in this Agreement shall be true and correct, and (ii) SyQuest SmarTalk shall have complied fully with all the covenants and agreements in this Agreement; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and or the Chief Financial Officer of SyQuest SmarTalk dated such date and to such effect. b. On the Closing Date date hereof and each Issue Investment Closing Date, SyQuest if any, SmarTalk shall have delivered to Xxxxxxxx an opinion of the general counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, confirming in substance the matters covered in paragraphs (a), (b), (c), (d), (e), (f), and (h) of Section 3 hereof; provided, however, that no such opinion -------- ------- delivered in respect of any Issue Date shall be required to cover the matters set forth in paragraph (h) of Section 3 hereof. c. [RESERVED]. d. On the each Investment Closing Date, SyQuest if any, SmarTalk shall have delivered to Xxxxxxxx an opinion of the general counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, to the effect that the offer and sale of the Initial Shares hereunder to Xxxxxxxx do not require registration under the Securities Act. d. On e. In addition, as of each Issue DateInvestment Closing, SyQuest SmarTalk shall have delivered to Xxxxxxxx an opinion of outside counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, to confirming in substance the effect that the offer and sale matter covered in paragraph (d) of the Adjustment Shares to Xxxxxxxx do not require registration under the Securities Actthis Section 9.

Conditions Precedent to Xxxxxxxx'x Obligations. The obligations ---------------------------------------------- of Xxxxxxxx hereunder are subject to the performance by SyQuest of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. On the Closing Date and on each Issue DateWarrant Exercise Date (as defined in the Warrant Certificate), (i) to the extent provided in Section 3 hereof, the representations and warranties made by SyQuest in this Agreement shall be true and correct, and (ii) SyQuest shall have complied fully with all the covenants and agreements in this AgreementAgreement and the Warrant Certificate; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer of SyQuest dated such date and to such effect. b. On the Closing Date and on each Issue DateWarrant Exercise Date (as defined in the Warrant Certificate), SyQuest shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, confirming in substance the matters covered in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (hi) of Section 3 hereof; provided, however, that no such opinion -------- ------- delivered in respect of any Issue -------- ------- Warrant Exercise Date shall be required to cover the matters set forth in paragraph (hi) of Section 3 hereof. c. On the Closing Date, SyQuest shall have delivered to Xxxxxxxx an the opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of deliveryClosing Date, to the effect that the offer and sale of the Initial Shares and the Warrant hereunder do not require registration under the Securities Act. d. On each Issue Date, SyQuest shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, to the effect that the offer and sale of the Adjustment Shares to Xxxxxxxx do not require registration under the Securities Act.

Conditions Precedent to Xxxxxxxx'x Obligations. The obligations ---------------------------------------------- of Xxxxxxxx hereunder are subject to the performance by SyQuest IPEC of its obligations hereunder and to the satisfaction of the following additional conditions precedent, precedent unless expressly waived in writing by Xxxxxxxx: a. On the Closing Date and each Issue Date, (i) to the extent provided in Section 3 hereof, the The representations and warranties made by SyQuest IPEC in this Agreement shall be true and correctcorrect as of the date hereof, on the Closing Date, on each Conversion Date and on each Warrant Exercise Date (ii) SyQuest as defined in Annex B hereto), IPEC shall have complied fully with all the covenants and agreements in this Agreement; Agreement and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer of SyQuest IPEC dated such date and to such effect. b. On the Closing Date, on each Conversion Date and on each Issue Warrant Exercise Date, SyQuest IPEC shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, confirming in substance the matters covered in paragraphs (a), (b), (c), (d), (e), (f), (g), (h), (i) and (h) of Section 3 hereof; provided, however, that no such opinion -------- ------- delivered in respect of any Issue Date shall be required to cover the matters set forth in paragraph (hq) of Section 3 hereof. c. Prior to the Closing, the Certificate of Designation will have been filed with the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law. d. On the Closing Date, SyQuest IPEC shall have delivered to Xxxxxxxx an the opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of deliveryClosing Date, to the effect that the offer and sale of the Initial Preferred Shares and the Warrant hereunder do not require registration under the Securities Act. d. On each Issue Date, SyQuest shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, to the effect that the offer and sale of the Adjustment Shares to Xxxxxxxx do not require registration under the Securities Act.

Conditions Precedent to Xxxxxxxx'x Obligations. The obligations ---------------------------------------------- of Xxxxxxxx hereunder are subject to the performance by SyQuest Informix of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. On the Closing Date and on each Issue Date, Conversion Date (i) to the extent provided in Section 3 hereof, the representations and warranties made by SyQuest Informix in this Agreement shall be true and correct, and (ii) SyQuest Informix shall have complied fully with all the covenants and agreements in this Agreement; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer (or Chief Accounting Officer) of SyQuest Informix dated such date and to such effect. b. On the Closing Date and on each Issue Conversion Date, SyQuest Informix shall have delivered to Xxxxxxxx an opinion of counsel, reasonably satisfactory to Xxxxxxxx, dated the date of delivery, substantially in the form attached hereto as Annex D. c. Prior to the Closing, Informix shall have caused the New Certificate of Designation to be filed with the Secretary of State of the State of Delaware in accordance with the laws thereof. d. On the Closing Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, confirming in substance the matters covered in paragraphs (a), (b), (c), (d), (e), (f), and (h) of Section 3 hereof; provided, however, that no such opinion -------- ------- delivered in respect of any Issue Date shall be required to cover the matters set forth in paragraph (h) of Section 3 hereof. c. On the Closing Date, SyQuest shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, to the effect that the offer and sale of the Initial New Preferred Shares hereunder do not require registration under the Securities Act. d. On each Issue Datee. Prior to the Closing, SyQuest Informix shall have delivered amended the Rights Plan such that the transactions contemplated hereunder will not cause Xxxxxxxx to Xxxxxxxx be deemed an opinion of counsel reasonably satisfactory Acquiring Person within the meaning of, nor create (other than to Xxxxxxxx) or trigger any rights under, dated the date of delivery, to the effect that the offer Rights Plan. f. The Amendment shall have been duly executed and sale of the Adjustment Shares to Xxxxxxxx do not require registration under the Securities Actdelivered by Informix.