Common use of Conditions to Closing of the Sellers and the Issuer Clause in Contracts

Conditions to Closing of the Sellers and the Issuer. Each Seller’s obligation to sell such Secondary Shares, and the Issuer’s obligation to issue and sell Primary Shares in the event there is a Minimum Cash Adjustment, as applicable, at the Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by such Seller and, if applicable, the Issuer, on or prior to the Closing Date, of each of the following conditions: 3.4.1 The Purchasers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Share Purchase Agreement to be performed, satisfied or complied with by the Purchasers at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Purchasers to consummate the Closing. 3.4.2 There shall not be in force any order, judgment or injunction by or with any governmental authority in the United States, Israel or the Cayman Islands enjoining or prohibiting the consummation of the Purchase.

Conditions to Closing of the Sellers and the Issuer. Each Seller’s obligation to sell such Secondary Shares, and the Issuer’s obligation to issue and sell Primary Shares in the event there is a Minimum Cash Adjustment, as applicable, at the Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by such Seller and, if applicable, the Issuer, on or prior to the Closing Date, of each of the following conditions: 3.4.1 3.5.1 The Purchasers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Share Purchase Agreement to be performed, satisfied or complied with by the Purchasers at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Purchasers to consummate the Closing. 3.4.2 3.5.2 There shall not be in force any order, judgment or injunction by or with any governmental authority in the United States, Israel or the Cayman Islands enjoining or prohibiting the consummation of the Purchase.