Conditions to Obligation of the Company and the Shareholders Sample Clauses

Conditions to Obligation of the Company and the Shareholders. The obligation of the Company and the Shareholders to consummate the transactions to be performed by them in connection with this Agreement is subject to satisfaction of the following conditions, which may be waived , in whole or in part, by the Company and the Shareholders in their sole and absolute discretion: (i) the representations and warranties of EAI set forth in this Agreement shall be true and correct in all material respects at and as of the Closing Date; (ii) EA shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (a) prevent consummation of any of the transactions contemplated by this Agreement or (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (nor shall any such injunction, judgment, order, decree, ruling, or charge be in effect); (iv) the parties shall have received all authorizations, consents, and approvals of governments and governmental agencies required to effectuate the transactions contemplated by this Agreement; (v) EAI shall have made the deliveries specified in Section (VI)(b)(i); (vi) all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Company and the Management Shareholders. The Company and the Shareholders may waive any condition specified in this Section VIII by executing a writing so stating at or prior to the Closing; and (vii) EA has notified the Shareholders' Agent that (i) the listing of the EA Shares on the NYSE has been completed and (ii) the SEC has completed its review of the Registration Statement and that there is no reason that the Registration Statement can not be declared effective.
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Conditions to Obligation of the Company and the Shareholders. The obligations of the Company and the Shareholders to consummate the Closing are subject to the satisfaction of each of the following conditions unless waived by the Company and the Representative: (a) (i) Each of Parent and Acquisition Sub shall have performed and satisfied in all material respects each of its respective obligations hereunder required to be performed and satisfied by it on or prior to the Closing Date; (ii) each of the representations and warranties of Parent and Acquisition Sub contained herein, individually, shall have been true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing with the same force and effect as if made as of the Closing (except to the extent any such representation or warranty speaks as of a specific date); (iii) all of the representations and warranties of Parent and Acquisition Sub contained herein, in the aggregate, shall have been true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing with the same force and effect as if made as of the Closing (except to the extent any such representation or warranty speaks as of a specific date); and (iv) the Company shall have received a certificate signed by a duly authorized executive officer of Parent and Acquisition Sub to the foregoing effect and to the effect that the conditions specified within this Section 8.02 have been satisfied.
Sample 1
Conditions to Obligation of the Company and the Shareholders. The Shareholders’ obligation to sell the Shares at the Closing is subject to the satisfaction, or the Purchaser’s waiver, in writing, on or prior to the Closing Date, of the following conditions:
Sample 1
Conditions to Obligation of the Company and the Shareholders. The obligation of the Company and the Shareholders to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions: (a the loan contemplated by the Promissory Note shall have been made by PentaStar and the Bank Lien Release shall have been obtained;
Sample 1
Conditions to Obligation of the Company and the Shareholders. The obligation of the Company and the Shareholders to consummate the Closing shall be conditioned upon the satisfaction or waiver (in whole or in part) of each of the following conditions concurrently with or prior to Closing: (a) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, and the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true and correct as of the Closing Date; (b) The Company shall have received the Buyer's Officer's Certificate; (c) The Company shall have received the Morrxxxx & Xoerxxxx Xxxnion;
Sample 1
Conditions to Obligation of the Company and the Shareholders. The obligation of the Company and the Shareholders to consummate the Closing shall be conditioned upon the satisfaction or waiver (in whole or in part) of each of the following conditions concurrently with or prior to Closing: (a) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, and the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true and correct as of the Closing Date. (b) The Company shall have received the Buyer's Officer's Certificate. (c) The Company shall have received the Xxxxxxxx Xxxxxxxx Opinion; (d) Buyer has delivered certificates representing shares of Buyer's Common Stock to the Shareholders in the amounts set forth in column D of Schedule 1;
Sample 1
Conditions to Obligation of the Company and the Shareholders. The obligation of the Company and the Shareholders to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions: (a) PentaStar's representations and warranties shall be correct and complete at and as of the Closing Date and the Closing; (b) PentaStar shall have performed and complied with all of its covenants hereunder through the Closing Date; (c) PentaStar shall have delivered to the Company a certificate to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects; provided, however, that if PentaStar exercises its right to close pursuant to the second sentence of Section 2.5, the exercise of such right shall constitute PentaStar's certification that the conditions specified in Sections 6.2(a) and (b) are satisfied in all respects and no certificate need be delivered; (d) the Other PentaStar Agreements shall have been executed and delivered by PentaStar; and (e) PentaStar shall have paid the Purchase Price pursuant to Section 2.3. The Shareholders' Agent may waive any condition specified in this Section 6.2 at or prior to the Closing.
Sample 1
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Conditions to Obligation of the Company and the Shareholders. The obligation of the Company and the Shareholders to effect the transactions contemplated hereby is further subject to the satisfaction or waiver by the Company on or prior to the Closing Date of the following conditions:
Sample 1

Related to Conditions to Obligation of the Company and the Shareholders

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Indemnification of the Company and the Guarantors Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Conditions to Obligation of the Sellers The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers): (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the 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, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer 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 Seller.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Conditions to Obligation of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

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