Conditions to Obligations of Seller and Buyer. The obligations of Seller and Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver by both Seller and Buyer, at or prior to the Closing, of each of the following conditions, which are inserted for the common benefit of Seller and Buyer:
Conditions to Obligations of Seller and Buyer. The obligations of each of Seller and Buyer to complete the sale and purchase of the Sale Shares and the other transactions contemplated by this Agreement are subject to the fulfillment, on or before the Closing, of the following conditions:
(a) General Meeting(s). Following receipt of a Closing Letter in accordance with Section 3.1, the Company shall have taken all such action as may be necessary, including the publication on the Shareholders Notice Date of a notice to shareholders (the "Shareholders Notice") to convene an extraordinary or ordinary general meeting for the purpose of obtaining decisions of the shareholders of the Company with respect to (i) the adoption of the Amended Articles and the election of certain members of the board of directors as contemplated by Section 3.3 and (ii) the authorization and approval of the Share Buyback.
Conditions to Obligations of Seller and Buyer. Section 8.01(d) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: “Except as set forth in the Amendment Officer’s Certificate, each of the representations and warranties of Seller in this Agreement shall be true and correct in all material respects (other than representations and warranties which are qualified by materiality or by Material Adverse Effect, which shall be true and correct in all respects) as of June 3, 2010 and on and as of the date of the Amendment and Waiver as if made on the date of the Amendment and Waiver, except to the extent such representations and warranties relate to a particular date or time period (in which case such representations and warranties shall be true and correct on and as of such date or for such time period).”
Conditions to Obligations of Seller and Buyer. Effective as of the date hereof, and in reliance and conditioned upon the effectiveness of the amendments to the Stock Purchase Agreement set forth in Section A above, each of Seller and Buyer hereby waives the following condition precedent to its respective obligation to consummate the Closing pursuant to the terms of the Stock Purchase Agreement:
a. with respect to the Teaming Agreement between the Company and Spectrum Comm., Inc. dated April 13, 2010 (the “Spectrum Teaming Agreement”) and only the Spectrum Teaming Agreement, the condition set forth in Section 8.01(e) of the Stock Purchase Agreement.
Conditions to Obligations of Seller and Buyer. The obligations of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject, at the option of each party, to the satisfaction or waiver by both parties of the following condition:
(a) Prohibition of Transactions. No state or federal statute, rule, regulation or action shall exist or shall have been adopted or taken, and no judicial or administrative decision shall have been entered (whether on a preliminary or final basis), that would prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement or make illegal the payments due hereunder.
Conditions to Obligations of Seller and Buyer. The respective obligations of each Party to effect the transactions contemplated by this Agreement will be subject to the satisfaction or waiver by both Parties at or prior to the Closing Date of the following conditions precedent:
Conditions to Obligations of Seller and Buyer. The obligations of both Seller and Buyer are subject, at each party’s option, to the satisfaction or waiver by it at or prior to the Closing of the following conditions precedent:
(a) no final Order shall have been entered by any court or other Governmental Authority having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; and
(b) the aggregate reductions in the Purchase Price for (i) Defect Adjustments made pursuant to Section 4.2 (excluding any Disputed Title Matters subject to Section 4.4) plus (ii) adjustments for Environmental Defects made pursuant to Section 5.2 (excluding any Environmental Defects or Remediation amounts subject to arbitration under Section 5.5) shall not exceed ten percent (10%) of the Purchase Price.
Conditions to Obligations of Seller and Buyer. The respective obligations of each party to effect the Contemplated Transactions shall be subject to the satisfaction (or written waiver by the parties) at or prior to the Closing Date of the following conditions:
(a) No statute, rule, regulation, executive order, decree, decision, ruling or preliminary or permanent injunction shall have been enacted, entered, promulgated, or enforced by any U.S. federal or state court or foreign Governmental Authority that prohibits, restrains, enjoins, or restricts the consummation of the Contemplated Transactions that has not been withdrawn or terminated.
Conditions to Obligations of Seller and Buyer. The respective obligations of Seller and Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:
(a) The waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated.
(b) None of the parties hereto shall be subject to any Order of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated by this Agreement. In the event any such Order shall have been issued, each party agrees to use its reasonable best efforts to have any such Order overturned or lifted.
Conditions to Obligations of Seller and Buyer. The obligations of Seller and Buyer to consummate the transactions provided for in this Definitive Agreement are subject, at the option of each party, to the satisfaction or waiver by both parties of the following condition:
