Conditions to Obligation of Sellers. The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties of Buyer herein contained shall have been true and correct in all material respects when made and, in addition, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby;
(ii) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date;
(iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement;
(iv) Buyer shall have executed and delivered the Buyer Notes;
(v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date;
(vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and
(vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b).
Conditions to Obligation of Sellers. The obligation of Sellers to sell is subject to the satisfaction (or waiver by Sellers) on or prior to the Closing Date of the following conditions:
Conditions to Obligation of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver (to the extent permitted by Law) by Sellers, at or prior to the Closing, of each of the following conditions:
Conditions to Obligation of Sellers. The obligation of Sellers to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Seller Parent) of the following further conditions:
(i) Each Buyer Party shall have performed in all material respects all of its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the Fundamental Buyer Representations shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, (iii) the other representations and warranties of the Buyer Parties contained in Article 5 (disregarding all qualifications set forth therein relating to materiality or material adverse effect) shall be true in all respects at and as of the Closing Date, as if made at and as of such date, except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer Parties to consummate the transactions contemplated hereby, and (iv) Seller Parent shall have received a certificate signed by an officer of Buyer Domestic to the foregoing effect.
(b) Buyer Domestic shall have delivered (or caused to be delivered) to Seller Parent the closing deliverables set forth in Section 3.02 required to be delivered by a Buyer Party, in each case in form and substance reasonably acceptable to Seller Parent.
Conditions to Obligation of Sellers. The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions as of the Closing:
Conditions to Obligation of Sellers. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing Date of the following conditions unless waived by a Majority in Interest of Sellers in their sole discretion:
Conditions to Obligation of Sellers. The obligation of Sellers to effect the Acquisition is further subject to the conditions that:
Conditions to Obligation of Sellers. The obligation of Sellers to effect the Closing shall be further subject to the following conditions, except to the extent waived in writing by Sellers on or prior to the Closing Date:
Conditions to Obligation of Sellers. In addition to the conditions set forth in Section 6.01 above, the obligation of Sellers to consummate the Closing shall be subject to the satisfaction, or (to the extent permitted by applicable Law) waiver by Sellers, on or prior to the Closing Date, of each of the following further conditions:
(a) the representations and warranties of Buyer set forth in Article IV, taken together, excluding for purposes of this Section 6.03(a) any reference to any materiality, “Buyer Material Adverse Effect” or similar standards or qualifiers contained therein, shall be true and correct as of the Closing Date as if made on such date (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except for any breaches of such representations and warranties that would not, individually or in the aggregate, have a Buyer Material Adverse Effect;
(b) Buyer shall have performed and complied in all material respects with all of its other covenants and obligations under this Agreement required to be performed and complied with by it as of the Closing Date; provided that Buyer shall be required to have performed and complied with its covenants set forth in Section 5.13(c) in all respects; and
(c) the Common Stock shall be listed for trading on NASDAQ.
Conditions to Obligation of Sellers. The obligation of each Seller to transfer its Equity Interests and consummate the Transaction is subject to the satisfaction (or written waiver by Sellers Representatives) as of the Closing of the following conditions:
