Conditions to Obligations of Shareholders. The obligation of Shareholders to consummate the transactions contemplated by this Agreement shall be subject, in the sole discretion of Shareholders, to the satisfaction, at or prior to the Closing, of each of the following conditions, any of which may be waived by Shareholders in accordance with Section 10.8.
Conditions to Obligations of Shareholders. The obligations of Shareholders 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; and
(b) The Company shall have complied with Rule 14(f)(1) of the Exchange Act, if required.
Conditions to Obligations of Shareholders. The Shareholder's obligation to complete the transactions contemplated herein is subject to fulfillment on or before the Closing of each of the following conditions, unless waived in writing by the Shareholders as appropriate:
(a) The representations and warranties of Sage set forth herein will be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.
(b) Sage will have performed all covenants required by this Agreement to be performed by it on or before the Closing.
(c) This Agreement will have been approved by the Board of Directors of Sage.
(d) Sage will have delivered to the Shareholders the documents set forth below in form and substance reasonably satisfactory to counsel for the Shareholders, to the effect that:
(i) Sage is a corporation duly organized, validly existing, and in good standing;
(ii) Sage's authorized capital stock is as set forth herein;
(iii) Certified copies of the resolutions of the board of directors of Sage authorizing the execution of this Agreement and the consummation hereof;
(iv) Secretary's certificate of incumbency of the officers of Sage; and
(vi) Any further document as may be reasonably requested by counsel to the Shareholders in order to substantiate any of the representations or warranties of Sage set forth herein.
(e) Sage will have executed and delivered to the Shareholders a registration rights agreement reasonably satisfactory to the Shareholders affording the Sage Shares received by the Shareholders "piggyback" registration rights for a period of one year after Closing.
(f) There will have occurred no material adverse change in the business, operations or prospects of Sage.
Conditions to Obligations of Shareholders. The obligations of the Shareholder to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions:
Conditions to Obligations of Shareholders. The obligation of Shareholders to consummate the transactions contemplated hereby shall be subject to the fulfillment or waiver, on or prior to the Closing Date, of the following additional conditions:
Conditions to Obligations of Shareholders. The obligations of Shareholders 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) To the extent that the liabilities of the Company exceed $50,000 as of the Closing, the Company shareholders shall have satisfied and paid such excess liabilities in full.
Conditions to Obligations of Shareholders. Each Shareholder’s obligation to complete the transactions contemplated herein is subject to fulfillment on or before the Closing of each of the following conditions, unless waived in writing by such Shareholder as appropriate:
(a) The representations and warranties of OLB set forth herein will be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.
(b) OLB will have performed all covenants required by this Agreement to be performed by it on or before the Closing.
(c) This Agreement will have been approved by the Board of Directors of OLB.
(d) There will have occurred no material adverse change in the business, operations or prospects of OLB.
(e) Each other Shareholder shall have entered into a counterpart to this Agreement and shall have sold his, her or its CROWD IGNITION Stock to OLB.
Conditions to Obligations of Shareholders. The obligation of Shareholders to complete the transactions contemplated at the Closing shall be subject to the satisfaction on or prior to the Closing Date of the following conditions:
Conditions to Obligations of Shareholders. The Shareholders' and Xx. Xxxxx'x obligations to complete the transactions contemplated herein is subject to fulfillment on or before the Closing of each of the following conditions, unless waived in writing by them as appropriate:
(a) The representations and warranties of AccuPoll set forth herein will be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.
(b) AccuPoll will have performed all covenants required by this Agreement to be performed by it on or before the Closing.
(c) This Agreement will have been approved by the Board of Directors of AccuPoll.
(d) AccuPoll will have delivered to the Shareholders the documents set forth below upon request in form and substance reasonably satisfactory to counsel for the Shareholders, to the effect that:
(i) AccuPoll is a corporation duly organized, validly existing, and in good standing in the State of Nevada;
(ii) AccuPoll's authorized capital stock is as set forth herein;
(iii) Any further document as may be reasonably requested by counsel to the Shareholders and Xxxxx Xxxxx in order to substantiate any of the representations or warranties of AccuPoll set forth herein.
(e) There will have occurred no material adverse change in the business, operations or prospects of AccuPoll.
Conditions to Obligations of Shareholders. The obligations of the ----------------------------------------- Shareholders to sell and convey the XXXX Shares at the Closing is subject to the fulfillment to the satisfaction of Shareholders, on or prior to the Closing Date of the following conditions, any of which may be waived in whole or in part by the Shareholders:
(a) The representations and warranties made by the Company in Section 2 hereof shall be true and correct when made and as of the Closing Date.
(b) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with.
(c) All matters of a legal nature which pertain to this Agreement, and the transactions contemplated hereby, shall have been approved by counsel to XXXX.
