Conditions to Consummation of the Transaction. 6.1 Conditions to Each Party's Obligations to Complete the Transactions. The respective obligations of each party to complete the Transactions are subject to the satisfaction at or prior to the Closing Date of the following conditions:
Conditions to Consummation of the Transaction. The respective obligations of the parties with respect to this Transaction shall be subject to satisfaction of conditions customary to transactions of this type, including without limitation, (a) execution of this Stock Purchase and Sale Agreement by all parties; (b) absence of pending or threatened litigation, investigations or other matters affecting the Sellers, the Buyer or the Transaction; and (c) satisfactory completion by the Buyer and the Sellers of due diligence investigation of the other party.
Conditions to Consummation of the Transaction. The obligations of Company, with respect to the Transaction, shall be subject to the satisfaction of the conditions customary to transactions of this type, including without limitation: (a) confirmation that the representations and warranties of Mix are true and accurate in all respects affecting the transaction.
Conditions to Consummation of the Transaction. The respective obligations of the parties with respect to this Transaction shall be subject to satisfaction of conditions customary to transactions of this type, including without limitation, (a) execution of this Stock Purchase Agreement by all parties; (b) absence of a material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of the Issuer or the Company prior to Closing, (c) absence of pending or threatened litigation, investigations or other matters affecting the Issuer, the Company, the Buyer or the Transaction, (d) satisfactory completion by the Buyer and the Issuer of a due diligence investigation of the other party; and (e) confirmation that the representations and warranties of each party are true and accurate in all respects.
Conditions to Consummation of the Transaction. The respective obligations of the Parties pursuant to this Transaction are subject to: (i) the successful consummation of those certain other transactions of even date hereof that are integrally related to this Transaction, including (a) the transactions referred to in that certain Note Purchase and Use of Proceeds Agreement among Buyer (in his capacity as "Seller" therein), Xxxxxxx Xxxxxxxx ("Xxxxxxxx") and the Company (including a Pledge and Security Agreement of Buyer securing Xxxxxxxx therein) providing for, among other things, a loan by Xxxxxxxx to Buyer in the amount of $400,000.00 which requires Buyer to cause the Company to pay over to subsidiary Pure Nature, LLC, a Colorado limited liability company ("Pure Nature"), sufficient funds to effectuate the simultaneous repayment of amounts due to Xxxx Xxxxxxx ("Xxxxxxx") and Daxbury by Pure Nature, aggregating $89,087.00, (b) that certain stock purchase transaction referred to in that certain Stock Purchase and Sale Agreement between Xxxxxxxx and Xxxx Xxxxxxx ("Xxxxxxx"), whereby Xxxxxxx shall sell one million free trading shares of common stock of the Company to Xxxxxxxx for $100, and (c) the entry into the Escrow Agreement by Xxxxxxx and the Parties thereto; and (ii) the satisfaction of conditions customary to transactions of this type, including without limitation, (a) execution of this Agreement by all Parties; (b) the absence of any pledges, liens, security interests in or to, or any other encumbrance of any nature whatsoever arising in connection with the Control Securities (c) the absence of a material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of the Company prior to closing, (d) the absence of pending or Threatened litigation, investigations or other matters affecting the Company, the Buyer or the Transaction.
Conditions to Consummation of the Transaction. Conditions to Each Party’s Obligation to Consummate the Merger
Conditions to Consummation of the Transaction. 6.1 Conditions to Each Party's Obligations to Complete the Transaction. . . . . . . . . . . . . . 50 6.2 Additional Conditions to the Obligation of Buyer. . . . . . . . . . . . . . . . . . . . . . 52 6.3 Additional Conditions to the Obligation of the Company. . . . . . . . . . . . . . . . . . . . . . . . . . 53 ARTICLE VII TERMINATION 7.1 Termination by Mutual Consent . . . . . . . . . . . . 54 7.2
Conditions to Consummation of the Transaction. 6.1 MUTUAL CONDITIONS TO OBLIGATIONS OF THE COMPANY AND KNOX GAS. The obligations of the Company and Knox Xxs to consummate the Transactions shall be subject to the fulxxxxment, or written waiver by each of the Company and Knox Gas, at or prior to the Closing, of each of the following condxxxxns:
(a) Trident Growth Fund, L.P. ("Trident") shall receive (i) an aggregate of approximately 375,000 shares of common stock, $.001 per share ("Common Stock"), of the Company in full satisfaction and release of all amounts, liabilities and obligations due and owing by Parent to Trident under that certain First Amended Loan Agreement between the Company and Trident, the First Amended Security Agreement between the Company and Trident and the 6% Secured Convertible Promissory Note in the principal amount of $600,000, all dated July 29, 2003 (collectively, the "Trident 2003 Loan Documents"), and (ii) $1,500,000 cash, payable in good funds, in full satisfaction and release of all amounts, liabilities and obligations due and owing by the Company to Trident under that certain Loan Agreement between the Company and Trident, the Security Agreement between the Company and Trident and the 12% Secured Convertible Promissory Note in the principal amount of $1,500,000, all dated April 5, 2002 (the "Trident 2002 Loan Documents," and together with the Trident 2003 Loan Documents, the "Trident Loan Documents"). In connection with the foregoing, Trident shall deliver and surrender to the Company (i) the original promissory notes issued by the Company in connection with the Trident Loan Documents, (ii) a release of the Company from any and all obligations under the Trident Loan Documents, and (iii) any other documentation necessary to facilitate the termination and release of all Liens on any asset of the Company;
(b) Michael P. Marcus ("Marcus") shall convert the full $1,550,000 prinxxxxx xxxxxx xxx undxx xxx 12% convertible promissory notes issued by the Company to Marcus, dated October 18 and 30, 2002, and all accrued interest due thereunder, into shares of Common Stock. In connection with the foregoing, Marcus shall deliver and surrender to the Company (i) the original promissory notes issued by the Company in connection with the underlying loan documents, (ii) a release of the Company from any and all obligations under the underlying loan documents, and (iii) any other documentation necessary to facilitate the termination and release of all Liens on any asset of the Company;
(c) T...
Conditions to Consummation of the Transaction. 6.1 Conditions to Each Party's Obligations to Complete the Transactions...................................................77 6.2 Additional Conditions to the Obligation of Holdings and C&A Products.......................................................78 6.3 Additional Conditions to the Obligation of Parent................79 ARTICLE VII
Conditions to Consummation of the Transaction. 5.1 Conditions to Obligations of Sellers. Purchaser shall have tendered the Shares to Sellers at Closing, as provided in Article 2 5.2
