CONDITIONS TO OBLIGATIONS OF SHAREHOLDER. The obligations of Shareholder under this Agreement are, at the option of Shareholder, subject to the satisfaction, at and prior to the Closing Date, of the following conditions:
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER. Obligations hereunder are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by Shareholders):
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER. The obligations of Shareholder shall be subject to fulfillment prior to or at the Closing, of each of the following conditions:
(a) The Company shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement;
(b) The Company shall have complied with Rule 14(f)(1) of the Exchange Act, if required; and
(c) The Equity Financing shall have been concluded.
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER. All obligations of Shareholder under this Agreement are subject to the fulfillment, at or prior to the Closing, of the following conditions, any one or more of which may be waived in writing by Shareholder in its sole discretion:
(a) All representations and warranties made by Purchaser in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date. Purchaser shall have delivered to Shareholder a certificate of a senior officer of the Purchaser, signed and dated as of the Closing Date, to the foregoing effect.
(b) Purchaser shall have executed and delivered at Closing the Release of Tenant Guaranty and otherwise performed in all material respects all obligations required under this Agreement to be performed by it on or prior to the Closing Date. Purchaser shall have delivered to Shareholder a certificate of a senior officer of the Purchaser, signed and dated as of the Closing Date, to the foregoing effect.
(c) No order of any court or administrative agency shall be in effect which restrains or prohibits the transactions contemplated hereby, and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, challenging any of the transactions contemplated by this Agreement.
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER. The obligation of Shareholder to tender its Shares pursuant to the Offer is subject to the satisfaction or waiver of the following conditions on or prior to the Filing Date: (a)
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER. The obligations of the ---------------------------------------- Company and Shareholder to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Exchange Date of each of the following conditions, any of which may be waived, in writing, by Shareholder:
(a) The representations and warranties of Xxxxxxxx.xxx in this Agreement shall be true and correct in all material respects (except for representations and warranties already subject to a materiality qualifier which shall be true and correct in all respects) on and as of the Exchange Date as though such representations and warranties were made on and as of such time; Xxxxxxxx.xxx shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it as of the Exchange Date; and Shareholder shall have been provided with a certificate, dated the Exchange Date and executed on behalf of Xxxxxxxx.xxx by its Chief Executive Officer or any Vice President to such effect.
(b) There shall not be in effect any order of a court of competent jurisdiction preventing consummation of the Share Exchange, nor shall there have been taken any action, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Share Exchange by a Governmental Entity that makes consummation of the Share Exchange illegal.
(c) The form, scope and substance of all legal matters contemplated hereby and all closing documents and other papers delivered hereunder shall be reasonably acceptable to the counsel for Shareholder.
(d) The issuance of the Acquisition Consideration in connection with the Share Exchange shall be exempt from registration under Section 4(2) of the Securities Act.
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER. The obligations of Shareholder under Article 1 are, at his option, subject to satisfaction, at or prior to the Closing, of each of the following conditions:
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER. The obligations of ---------------------------------------- Shareholder to sell the Shares shall be subject to the fulfillment at or prior to the Closing of all of the following, one or more of which may be waived in writing by in whole or in part by Shareholder:
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER. All obligations of Shareholder and the Company at the Closing hereunder are subject at Shareholder and the Company’s option to the fulfillment prior to or at the Closing Date of each of the following conditions:
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER. The obligation of Shareholder to consummate the Transactions is subject to the following conditions, any of which may be waived by them in their sole discretion:
