Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3(a) above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing;
(iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;
(iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained;
(v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith;
(vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect;
(vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth i...
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in 53(a) and 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) Furash shall have procured all of the material third party consents specified in 5(b) above.
(iv) no action, suit, or proceeding shall be pending 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 the Buyer to own Furash Shares and to control Furash, or (D) affect materially and adversely the right of Furash to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in 7(a)(i)-(iv) is satisfied in all respects; (vi) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B- 1 and B-2 attached hereto and the same shall be in full force and effect;
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares;
(ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above;
(iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date;
(iv) the Company and the Company Stockholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing;
(v) 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, or (C) affect adversely the right of the Surviving Corporation to own the former assets, and to operate the former businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c);
(vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects;
(viii) this Agreement shall have received the requisite Buyer approval;
(ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date;
(x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and
(xi) all actions to be taken by the Compa...
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Initial Closing or, if applicable, the Second Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3(a) above shall be true and correct in all material respects at and as of the Initial Closing Date or, if applicable, the Second Closing Date;
(ii) the Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Initial Closing or, if applicable, the Second Closing;
(iii) 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 (and no such injunction, judgment, order, decree, ruling or charge shall be in effect), or (C) affect adversely the right of the Buyer to own the Target Shares; and
(iv) From the date hereof through the Initial Closing Date or, if applicable, the Second Closing Date, there shall have been no material adverse change in the financial condition, results of operations, properties, business or prospects of Target. All actions to be taken by the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Initial Closing or, if applicable, the Second Closing.
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller and Xxxxx shall have each performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;
(iv) the Seller and Xxxxx shall have each delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all respects;
(v) Xxxxx shall have executed and delivered to Buyer the Employment Agreement;
(vi) Xxxxx shall have executed and delivered to OPMG the Lock-Up Agreement;
(vii) the Seller shall have provided Buyer with evidence of the payment of the $150,000 non-refundable advanced royalty payment pursuant to the NetQin Master License Agreement.
(viii) the Seller shall have executed and delivered to the Buyer the Assignment Documents;
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate this Transaction is subject to satisfaction of the following conditions:
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (A) the representations and warranties of Seller set forth in Section 3 shall be true and correct in all material respects at and as of the Closing Date; (B) 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: (1) prevent consummation of any of the transactions contemplated by this Agreement, (2) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (3) make any of the representations or warranties set forth in Section 3, not true or not correct; and (C) all actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior to the Closing.
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the purchase and sale of the Shares is also subject to the fulfillment or written waiver by the Buyer prior to the Closing of each of the following conditions:
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions is subject to satisfaction of the following contingencies, which Buyer deems as being satisfied.
(i) A physical inspection of the property.
(ii) Receipt and approval of a preliminary Title report and all underlying documents referenced therein. Said report to be provided by Seller.
(iii) Receipt and approval of any CC & R's
(iv) A personal property inventory and equipment inventory.
(v) Receipt and approval of any and all other written agreements which affect the property.
