Conditions to Obligations of Pukka and the Principal Shareholders Sample Clauses

Conditions to Obligations of Pukka and the Principal Shareholders. The obligations of Pukka and the Principal Shareholders to consummate the Share Exchange shall be subject to the fulfillment, or written waiver by Pukka or the Principal Shareholders, at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of Sunrise set out in this Agreement shall be true and correct in all material respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time, except that the representations and warranties set forth in Section 4.4 shall be updated as provided in Section 5.15(b); (b) Sunrise shall have performed and complied in all material respects with all covenants, conditions, obligations and agreements required by this Agreement to be performed or complied with by Sunrise on or prior to the Closing Date; (c) Sunrise shall have delivered to Pukka an officer’s certificate to the effect that the conditions set forth in Section 6.1(a) and (b) have been satisfied; (d) Sunrise shall have delivered to Pukka any certificates evidencing Sunrise Common Shares in accordance with Section 2.3(i); (e) Pukka shall have received Side Letters executed by Legend and each of the Warrant Holders and Warrant exercise forms executed by each of the Warrant Holders as described in Section 1.3; and (f) Sunrise shall have delivered to Pukka and the Principal Shareholders an opinion of counsel in the form annexed hereto as Exhibit 6.1 as to the matters set forth in Sections 4.1 and 4.2. 6.2
Sample 1
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Related to Conditions to Obligations of Pukka and the Principal Shareholders

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to consummate the Closing are subject to the satisfaction of the following conditions:

  • Conditions to Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of the Purchasers The obligations of the Purchasers to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

  • Conditions to the Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser:

  • Conditions of the Purchasers’ Obligations at Closing The obligations of each Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING The obligations of the Purchaser to consummate the transactions under Section 2 are subject to the fulfillment, to the satisfaction of the Purchaser on or prior to the Closing, or waiver by the Purchaser, of the following conditions:

  • Conditions to the Purchasers’ Obligations at Closing The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Conditions to Obligations of the Investors The obligation of each Investor to purchase the Units at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived by such Investor:

  • 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:

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

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