Conditions to Obligation of Seller to Close. The obligation of Seller to sell the Business and the Assets and otherwise consummate the transactions that are to be consummated at the Closing is subject to the satisfaction, as of the Closing Date, of the following conditions (any of which may be waived by Seller):
Conditions to Obligation of Seller to Close. The obligation of Seller to effect the transactions contemplated by this Agreement is subject to the satisfaction prior to or at the Closing of the following conditions:
Conditions to Obligation of Seller to Close. The obligation of Seller to sell the Acquired Assets at Closing is further subject to the fulfillment (or waiver in a writing signed by Seller, to the extent permissible under applicable Law) at or prior to the Closing of the following conditions:
(i) the representations and warranties of Buyer contained herein that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case as of the Execution Date and as of the Closing as though made at and as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date);
(ii) Buyer shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by Buyer prior to Closing;
(iii) Buyer shall have delivered to Seller a certificate, dated the Closing Date and signed by a duly authorized executive officer (in such officer’s capacity as such and not individually) of Buyer, certifying to the effect that the conditions set forth in Section 9(c)(i) and Section 9(c)(ii) have been satisfied;
(iv) the Sale Order shall have been entered; and
(v) Buyer shall be prepared to deliver, or cause to be delivered, the items set forth in Section 4(c).
Conditions to Obligation of Seller to Close. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(1) The representations and warranties of Parent and Buyer set forth in Section 4 shall be true and correct in all material respects at and as of the Closing Date;
(2) Parent and Buyer shall have performed and complied with all of their covenants hereunder in all material respects through the Closing;
(3) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, State, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling. or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of Buyer to own the Membership Interests (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(4) Parent shall have authorized the issuance to Seller of all shares comprising the Purchase Price Shares, having rights substantially as follows, subject to the approval of Seller:
(A) The Common Stock shall have all rights associated therewith as are currently held by the holders of Parent’s currently existing authorized and issued shares of common stock.
(B) The Class A Preferred Stock shall have the following rights, obligations and preferences substantially as set forth in the Class A Preferred Stock Certificate of Designation, attached hereto as Schedule 2.4(b)(4)(B), which shall be filed by Parent at Closing;
(C) The Class B Preferred Stock shall have the following rights, obligations and preferences substantially as set forth in the Class C Preferred Stock Certificate of Designation, attached hereto as Schedule 2.4(b)(4)(C), which shall be filed by Parent at Closing;
(5) At or before Closing, Parent shall take all actions required by Parent’s Articles of Incorporation and Bylaws to appoint Seller Preferred A Stockholder and Xxxxxx Xxxxxx to Parent’s board of directors.
(6) At or before Closing, all members of Parent’s current board of directors shall submit their resignations from Parent’s board of directors.
(7) At least ten (10) days prior to Closing, Parent shall have filed with the Securities and Exchange Commission, a Schedule 14f-1 disclosing the change in...
Conditions to Obligation of Seller to Close. The obligation of Seller to consummate the transaction contemplated under this Agreement on the Closing Date shall be subject to the satisfaction or the waiver by Seller of the following conditions on or prior to the Closing Date.
Conditions to Obligation of Seller to Close. The obligation of Seller to effect the closing of the transactions contemplated herein is subject to the satisfaction at or before Closing of all of the following conditions, any one or more of which may be waived by Seller, in Seller's sole discretion:
Conditions to Obligation of Seller to Close. The obligation of Seller to consummate the sale of the Stock as provided herein shall be subject to fulfillment at or prior to the Closing, or written waiver by Seller, of each of the following conditions:
(a) The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on the date hereof and as of the Closing Date as though made as of the Closing Date.
(b) Buyer shall have duly performed or complied with all of the obligations to be performed or complied with by it under the terms of this Agreement at or prior to the Closing.
(c) Buyer shall have delivered to Seller (i) a certificate certifying to the fulfillment of the conditions set forth in paragraphs 3.3(a) and (b), and (ii) a copy of certified resolutions of its Board of Directors authorizing the purchase of the Stock pursuant to this Agreement, both of which shall be in a form reasonably satisfactory to Seller.
(d) Seller shall have received an opinion from counsel to Buyer, dated as of the Closing Date, substantially in the form attached hereto as Exhibit B. In rendering such opinion, counsel may rely to the extent it deems appropriate upon certificates of officers of Buyer and of public officials as to factual matters and upon opinions of other counsel delivered together with such opinion.
(e) All government consents and licenses, permits, authorizations, approvals or, filings with and notifications to any United States, state, local or other governmental regulatory body required to be made or obtained or made in connection with the consummation of the transactions contemplated by this Agreement shall have been made or obtained.
(f) Seller shall have received from Buyer at or prior to Closing, Buyer's Closing Deliveries (as defined in section 3.5 below).
Conditions to Obligation of Seller to Close. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions:
(a) All of the representations and warranties of Buyer contained in Section 4.2 true, complete and correct on and as of the Closing Date as if made on the Closing Date shall be and Seller shall have received the materials described in Subsection 2.2(b); and
Conditions to Obligation of Seller to Close. The obligation of Seller to consummate the transaction contemplated by this Agreement is subject to the satisfaction of the following conditions unless waived by Seller:
(a) The representations and warranties of Buyer set forth herein shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (including representations and warranties made as of a specific date being true and correct as though that specific date were changed to the Closing Date);
(b) Buyer shall have performed all obligations and agreements and complied with all covenants and conditions applicable to it contained in this Agreement in all material respects prior to or on the Closing Date, except those which if not performed or complied with would not materially and adversely affect Seller; (c) No suit, action or other proceeding by a third party or a governmental authority shall be pending or threatened which seeks substantial damages from Seller in connection with, or seeks to restrain, enjoin or otherwise prohibit, the consummation of the transactions contemplated by this Agreement; (d) Payment by Buyer to Seller of the Purchase Price; and (
Conditions to Obligation of Seller to Close. For the benefit of Seller, the Seller’s obligation to effect the transactions contemplated by this Agreement are subject to the satisfaction or waiver (in its sole discretion), prior to or at the Closing, of each of the following conditions:
(a) Each of Purchaser and Parent shall have performed in all material respects all of the covenants and complied in all material respects with all of the provisions required by this Agreement to be performed or complied with by it at or before the Closing.
(b) Purchaser shall have delivered or caused to be delivered to Seller each of the documents and other deliverables specified in Section 4.5.
(c) Seller shall have received at the Closing a certificate dated the Closing Date and validly executed on behalf of Purchaser and Parent by an appropriate officer of Parent certifying that the conditions specified in (a) Section 3.3(a) have been satisfied.
