Conditions to Obligations of the Company and the Shareholders. The obligations of the Company and the Shareholders to consummate the Transactions shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions (it being understood and agreed that each such condition is solely for the benefit of the Company and the Shareholders and may be waived by the Company and the Shareholders’ Agent in writing):
Conditions to Obligations of the Company and the Shareholders. Notwithstanding anything in this Agreement to the contrary, the obligation of the Company and the Shareholders to effect the transactions contemplated herein will be subject to the satisfaction at or prior to the Closing of each of the following conditions:
Conditions to Obligations of the Company and the Shareholders. The obligations of the Company and the Share holders under this Agreement shall be subject to the following conditions, any of which may be expressly waived by the Shareholders in writing:
Conditions to Obligations of the Company and the Shareholders. The obligation of the Company and the Shareholders to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver in writing by the Company and Shareholders in their sole discretion) of the following further conditions:
(a) Each of the representations and warranties of Buyer set forth in this Agreement that is qualified by materiality shall be true and correct at and as of the Closing Date and each such representation and warranty that is not so qualified shall be true and correct in all material respects at and as of the Closing Date, except, in each case, (i) to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date or (ii) for circumstances under which the breach of the representation or warranty could not reasonably be expected to materially impair or delay the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements and consummate the transactions contemplated hereby and thereby.
(b) Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with at or prior to the Closing Date.
(c) On or prior to the Closing Date, the Company and the Shareholders shall have received the following:
(i) a certificate dated the Closing Date signed on behalf of Buyer by an officer of Buyer to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;
(ii) a copy of the Joinder, executed by Buyer;
(iii) a copy of the Buyer SPA, executed by Buyer;
(iv) a copy of the Board Observer Agreement, executed by Buyer;
(v) a copy of the Proxy Agreement, executed by the Buyer;
(vi) a copy of a guarantee signed by the Buyer guaranteeing the obligations of the Company under the ProteoSys Agreement as amended, executed by the Buyer, in form and substance acceptable to ProteoSys; and
(vii) all agreements and other documents required to be executed and delivered to the Shareholders pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Shareholders the Closing pursuant to Section 2.3(a)).
Conditions to Obligations of the Company and the Shareholders. The obligation of the Company and the 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 the Company and the Shareholders. The Obligations of the Shareholders to sell the Shares and of the Company to transfer the Shares on its books and records pursuant to this Agreement are subject to the satisfaction, at or prior to Closing, of each of the following conditions, any one or more of which may be waived at the sole option of the Shareholders or the Company with regard to their respective obligations to close pursuant to this Agreement:
Conditions to Obligations of the Company and the Shareholders. The obligations of the Company and the Shareholders hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by the Company in its sole discretion):
Conditions to Obligations of the Company and the Shareholders. The obligations of the Company and the Shareholders to consummate the transactions contemplated hereby are subject to satisfaction (or waiver by them) of the following conditions:
(a) All representations and warranties of TMC and Acquisition Sub made herein shall be true and correct in all material respects as of the date made, and as of the Closing Date as if made on and as of the Closing Date. TMC and Acquisition Sub shall have performed in all material respects all obligations and agreements undertaken to be performed by them at or prior to the Closing.
(b) The Company and the Shareholders shall have received an opinion of Gibsxx, Xxnn & Xrutxxxx XXX, counsel to TMC and Acquisition Sub, substantially in the form of Exhibit E attached hereto.
(c) TMC shall have executed and delivered the Registration Rights Agreement.
(d) The Company, the Shareholders, and their counsel shall have received such certificates and other documents related to TMC, Acquisition Sub and the Transactions as they shall reasonably request.
Conditions to Obligations of the Company and the Shareholders. The ------------------------------------------------------------- obligations of the Company and the Shareholders to effect the Closing and the Merger shall be subject to the following conditions, except to the extent waived in writing by the Company and the Shareholders:
Conditions to Obligations of the Company and the Shareholders. The obligations of the Company to effect the Merger and the other transactions contemplated by this Agreement are also subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived by the Company, in whole or in part, to the extent permitted by applicable Law:
