Common use of Conditions to Obligations of Shareholders Clause in Contracts

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 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 Orion 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 Orion 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 SageOrion. (d) Sage Orion 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 Orion is a corporation duly organized, validly existing, and in good standing; (ii) SageOrion's authorized capital stock is as set forth herein; (iii) Certified copies of the resolutions of the board of directors of Sage Orion authorizing the execution of this Agreement and the consummation hereof; (iv) Secretary's certificate of incumbency of the officers of SageOrion; 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 Orion set forth herein. (ed) Sage Orion will have executed and delivered to the Shareholders a registration rights agreement reasonably satisfactory to the Shareholders affording the Sage Orion Shares received by the Shareholders "piggyback" registration rights for a period of one year after Closing. (fe) There will have occurred no material adverse change in the business, operations or prospects of SageOrion.

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 Findex 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 Findex 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 SageFindex. (d) Sage Findex 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 Findex is a corporation duly organized, validly existing, and in good standing; (ii) SageFindex's authorized capital stock is as set forth herein; (iii) Certified copies of the resolutions of the board of directors of Sage Findex authorizing the execution of this Agreement and the consummation hereof; (iv) Secretary's certificate of incumbency of the officers of SageFindex; 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 Findex set forth herein. (ed) Sage Findex will have executed and delivered to the Shareholders a registration rights agreement reasonably satisfactory to the Shareholders affording the Sage Findex Shares received by the Shareholders "piggyback" registration rights for a period of one year after Closing. (fe) There will have occurred no material adverse change in the business, operations or prospects of SageFindex.

Conditions to Obligations of Shareholders. The Shareholder's obligation obligations of Shareholders to complete the transactions contemplated herein is proceed with Closing are subject to fulfillment on or before the Closing of each satisfaction of the following conditions, unless any or all of which may be waived in writing whole or in part by the Shareholders as appropriateShareholders: (a) The representations and warranties of Sage AMG set forth herein will in Article IV shall be true and correct at in all material respects as of the Closing Date as though made at on and as of that datetime, except as affected and Shareholders shall have received a certificate signed by transactions contemplated herebythe chief executive officer of the chief financial officer of AMG to such effect. (b) Sage will AMG shall have performed in all material respects all covenants and agreements required by this Agreement to be performed by it on under this Agreement at or before prior to the Closing Date, and Shareholders shall have received a certificate signed by the chief executive officer or the chief financial officer of AMG to such effect. (c) AMG shall have executed the certificate of designation for creating, designating and authorizing the issuance of the AMG Convertible Preferred Stock and the AMG Nonconvertible Preferred Stock to be issued in connection with the consummation of the Closing. (c) This Agreement will have been approved by the Board of Directors of Sage. (d) Sage will AMG shall have delivered tendered to the Shareholders all the documents set forth below certificates representing the shares of AMG Common Stock to be issued 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 accordance with 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 hereinAgreement. (e) Sage will AMG shall have executed and delivered tendered to the Shareholders a registration rights agreement reasonably satisfactory all the certificates representing the shares of AMG Convertible Preferred Stock to the Shareholders affording the Sage Shares received by the Shareholders "piggyback" registration rights for a period of one year after Closingbe issued in accordance with this Agreement. (f) There will AMG shall have occurred tendered to the Shareholders all the certificates representing the shares of AMG Preferred Nonconvertible Preferred Stock to be issued in accordance with this Agreement. (g) AMG shall have presented evidence satisfactory to Shareholders that the deferred compensation and other retirement benefits of the President and Executive Vice President of AMG has been effectively waived and released with no material adverse change liability or obligation of AMG with respect thereto except as specifically contemplated by this Agreement. (h) TULSAT shall have received the resignations of the directors and executive officers of AMG as contemplated by Section 5.7. (i) AMG shall have entered into the lease agreement in the business, operations or prospects of Sageform attached hereto as Exhibit D covering the real property and improvements currently used by TULSAT as its headquarters.

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 ONLINE 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 ONLINE 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 SageONLINE and at least a majority of the Shareholders of ONLINE by written consent or otherwise. (d) Sage ONLINE 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 ONLINE is a corporation duly organized, validly existing, and in good standing; (ii) SageONLINE's authorized capital stock is as set forth herein; (iii) Certified copies of the resolutions of the board Board of directors Directors and Shareholders of Sage ONLINE authorizing the execution of this Agreement and the consummation hereof; (iv) SecretaryAn opinion of T. Alan Owen & Associates, P.C., xxxxxxx to ONLINE, (A) that the company has had legitimate operations since the date of inception and, as a result, Online's certificate restricted common stock shall be eligible for sale in accordance with the provisions of incumbency Rule 144 promulgated under the Securities Act of 1933, as amended and (B) that the written consent of a majority of shareholders to be provided pursuant Section 6(c) herein, satisfies the requirements of NRS 78.378 to 78.3793, inclusive, regarding acquisition of controlling interest and as a result the CFS Shareholders will have full right and authority to vote the Online Stock upon consummation of the officers of Sagetransactions contemplated herein; and (viv) 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 ONLINE set forth herein. (e) Sage will Terri Wonderly shall have executed and delivered cxxxxxxx xxxx 0,000,000 shares of ONLINE's common stock that she currently owns at or prior 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) Terri Wonderly shall have enxxxxx xxxx xxx option agreements set forth as Exhibit B & C (the "Option Agreements"), respectively with those persons listed on Exhibit D (the "Optionees"). (g) There will have occurred no material adverse change in the business, operations or prospects of SageONLINE.