CONDITIONS TO CLOSING OF PURCHASER. The obligation of Purchaser to purchase and pay for the Purchased Shares at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of the following conditions:
CONDITIONS TO CLOSING OF PURCHASER. The obligation of Purchaser to purchase the Preferred Shares at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:
CONDITIONS TO CLOSING OF PURCHASER. The Purchaser's obligation to purchase the Preferred Shares at the First Closing is, at the option of the Purchaser, subject to the fulfillment of the following conditions:
CONDITIONS TO CLOSING OF PURCHASER. The Purchaser's obligation to purchase the Shares at the closing is subject to fulfillment or waiver as of the Closing Date of the following conditions:
(a) The representations and warranties made by the Company in Section 3 hereof shall be true and correct when made, and shall be true and correct on the Closing Date with the same force and effect as if they had been made on and as of said date.
(b) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed and complied with in all respects.
(c) The Registration Statement shall continue to be effective, and no stop order suspending the effectiveness thereof shall have been issued by the Commission or any state regulatory authority, and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened, by the Commission or any state regulatory authority.
(d) On the Closing Date, Purchaser shall have received an opinion of Latham & Watkins, counsel to xxx Xxmpaxx, xxxed the Closing Date, in form and substance satisfactory to Tucker, Flyer & Lewis, counsex xx Xurchaser, xx xxe effect that: The Registration Statement has become effective under the Securities Act and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor have been initiated by the Commission.
(e) On the Closing Date, Purchaser shall have received an opinion of Ballard Spahr Andrews & Ingerxxxx, xxxxxxx xx xxx Company, dated the Closing Date, in form and substance satisfactory to Tucker, Flyer & Lewis, counsex xx Xurchaser, xx xxe effect that: The Shares have been duly authorized for sale and issuance to Purchaser pursuant to this Agreement, and, when issued and delivered by the Company pursuant to this Agreement against full payment of the consideration therefor as provided in the resolutions authorizing issuance thereof by the Board of Directors of the Company or a duly appointed committee thereof, will be validly issued and fully paid and nonassessable. The execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company. Assuming due authorization, execution and delivery of this Agreement by Purchaser, this Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
(f) ...
CONDITIONS TO CLOSING OF PURCHASER. The obligations of the Purchaser under Section 1.1(b) of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against the Purchaser unless he consents thereto:
CONDITIONS TO CLOSING OF PURCHASER. Each obligation of Purchaser to be performed on the Closing Date shall be subject to the satisfaction of each of the conditions stated in this Article IX, except to the extent that such satisfaction is waived by Purchaser in writing.
CONDITIONS TO CLOSING OF PURCHASER. The obligations of Purchaser ---------------------------------- under this Agreement are, at the option of Purchaser, subject to the satisfaction, at or prior to the Closing, of the following conditions (the "Purchaser's Conditions Precedent") (any one or more of which may be waived, but only by an instrument in writing signed by Purchaser):
(a) The representations and warranties of Sellers shall be true and correct in all material respects on and as of the Closing Date.
(b) Sellers shall, and shall have caused the Corporations to, have fully performed and complied with all covenants, terms, and agreements to be performed and complied with by them on or before the Closing.
(c) Sellers and the Corporations shall deliver to Purchaser certificates dated the Closing Date and executed by each Seller or officer, respectively, each stating that the representations made by it or him in this Agreement are accurate in all material respects as of the Closing Date and that all covenants, agreements and conditions required by this Agreement to be performed have been performed on or prior to the Closing Date.
(d) The closing of the transactions contemplated by the Contribution Agreements shall have occurred simultaneously with the Closing.
(e) Sellers shall have executed and delivered the Put and Call Option Agreement for Remaining Shares in the form attached hereto as Exhibit G --------- and the Escrow Agreement with respect to the eleven percent (11%) of the Outstanding Shares of each of X Corporation and Y Corporation which will continue to be owned by Sellers after the Closing.
(f) Sellers shall have delivered to Purchaser the following:
(i) Stock certificates representing the Purchased Stock, each accompanied by stock powers duly executed in blank or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title to the Purchased Stock, free and clear of all liens, security interests, assignments, options and adverse claims of any kind or character;
(ii) The resignations of the members of the board of directors and all officers of X Corporation and Y Corporation;
(iii) Any other documents, instruments or agreements reasonably necessary to effectuate the purchase of the Purchased Stock contemplated by this Agreement;
(iv) All minute books, stock ledgers, and other records or books of any kind relating to the Corporations; and
(v) To the extent not previously delivered to Purchaser, originals of th...
CONDITIONS TO CLOSING OF PURCHASER. The obligation of Purchaser under this Agreement to purchase the SLSJ Assets and to assume the Assumed Obligations at Closing is subject to the following conditions precedent:
CONDITIONS TO CLOSING OF PURCHASER. The Purchaser's obligation to purchase the Series C Preferred at the Closing is, at the option of such Purchaser, subject to the fulfillment on or prior to the Closing Date of the following conditions:
CONDITIONS TO CLOSING OF PURCHASER. The Purchaser's obligation to purchase the Series C Shares at the Closing is, at the option of the Purchaser, subject to the fulfillment of the following conditions:
