Conditions to Closing of Buyer. The obligations of Buyer to consummate the transactions to be performed by it in connection with the Closing are subject to satisfaction of the following conditions as of the Closing Date:
Conditions to Closing of Buyer. The obligation of Buyer on the Closing Date to purchase the Shares under this Agreement shall be subject to each of the following conditions precedent, any one or more of which may be waived by Buyer:
Conditions to Closing of Buyer. Buyer's obligation to purchase the Purchased Shares at the Closing pursuant to Section 1.1 of this Agreement is subject to the satisfaction (or wavier by Buyer) of the following conditions on or prior to the Closing Date:
Conditions to Closing of Buyer. Buyer's obligation to purchase Securities at Closing I and at any Optional Closing in respect of the purchase and sale of Securities is subject to the fulfillment to Buyer's satisfaction, at or prior to Closing I, as of the date of any future closings with respect to Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9 (for the period since the most recent Company SEC report), and 4.10 (except as disclosed in the Company SEC Reports), and 4.11 (except as disclosed in the Company SEC Reports), and any applicable Optional Closing, of all of the following conditions, any of which may be waived by Buyer:
Conditions to Closing of Buyer. All of the obligations of Buyer under Articles 1, 2 and 3 of this Agreement are subject to the fulfillment prior to or at the Closing of each of the following conditions, any of which Buyer may waive in its sole discretion:
(a) Seller shall have performed and complied in all material respects with all agreements, commitments, covenants and other obligations required by this Agreement to be performed or complied with by Seller prior to or at the Closing;
(b) Seller shall have delivered to Buyer all of the deliverables referenced in Section 3.2;
(c) the representations and warranties of Seller contained in this Agreement and the Schedules hereto shall be true and correct in all material respects at and as of the Closing Date and Buyer shall have received a certificate of Seller dated as of the Closing Date to such effect;
(d) all material authorizations, consents, waivers, approvals, orders, registrations, qualifications, designations, declarations, filings or other actions (collectively "Authorizations") required with or from any governmental entity (including without limitation receipt of licenses (or commitments to issue licenses) necessary for Buyer to own and operate the Business as currently conducted, necessary in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, shall have been duly obtained and shall be reasonably satisfactory to Buyer. No such consent or approval shall impose on Buyer any condition or provision or requirement with respect to the Business that is more restrictive in any material respect than or different in any material respect from the conditions imposed upon such operation prior to Closing, without Buyer's prior written approval;
(e) no suit, action, investigation, inquiry or other proceeding by any Authority or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. On the Closing Date, no injunction or order shall be in effect prohibiting consummation of the transactions contemplated hereby or which would make the consummation of such transactions unlawful and no action or proceeding shall have been instituted and remain pending before any Authority to restrain or prohibit the transactions contemplated by this Agreement and no adverse decision shall have been made by any such Authority which is reasonably likely to materially ad...
Conditions to Closing of Buyer. The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following conditions:
6.1. The representations and warranties of each Seller contained in this Agreement shall be true and correct in all material respects at and as of the date hereof and shall be repeated and shall be true and correct in all material respects on and as of the Closing Date as if made at and as of such date.
6.2. Sellers shall have delivered all of the Shares in accordance with Section 1.3(a) of this Agreement, and Sellers shall have complied in all material respects with all other agreements and covenants required by this Agreement to be performed or complied with.
6.3. The Merger Agreement shall have been executed and delivered by Buyer, Merger Sub, the Company and the other parties thereto and shall not have been terminated in accordance with its terms and all of the conditions precedent to the obligations of such parties thereunder (other than Section 7.2.4 with respect to this Agreement) shall have been satisfied or waived.
6.4. No domestic or foreign governmental authority or other agency or commission or state court or judicial body of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary, or permanent) that is in effect and has the effect of prohibiting consummation of the transactions contemplated by this Agreement.
Conditions to Closing of Buyer. 16
5.1.1 Compliance with Provisions 17 5.1.2 Consents 17 5.1.3 No Monetary Liens 17 5.2.1 Compliance with Provisions 17 5.2.2 Consents 18
Conditions to Closing of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the following conditions:
Conditions to Closing of Buyer. Unless expressly waived in a writing executed on behalf of Buyer, the obligations of Buyer to purchase and pay for the Stock at the Closing is subject to the fulfillment before the Closing Date of the following conditions:
Conditions to Closing of Buyer. The obligation of Buyer to purchase the Acquired Assets and to assume the Assumed Liabilities at Closing is subject to the following conditions precedent:
