Conditions to Obligations of the ESOP Stockholder Sample Clauses

Conditions to Obligations of the ESOP Stockholder. The obligation of the ESOP Stockholder to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the condition that the ESOP Stockholder shall have received a valuation opinion and a fairness opinion (or confirmation of the validity as of the Closing Date of such opinions delivered in connection with the execution of this Agreement) reasonably satisfactory in form and substance to the ESOP Stockholder regarding the transactions contemplated by this Agreement. In the event that the condition set forth in this Section 6.3 is not satisfied or waived by the ESOP Stockholder, and the ESOP Stockholder does not consummate the transactions contemplated in this Agreement, then the Purchase Price shall be reduced by the ESOP Shareholder’s Pro Rata Share of the Purchase Price and all of the formulas in this Agreement shall be adjusted to remove the ESOP Stockholder from the definition of Selling Securityholders.
Sample 1
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Related to Conditions to Obligations of the ESOP Stockholder

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is further subject to satisfaction or waiver of the following conditions:

  • Conditions to Obligations of the Buyer The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

  • Conditions to Obligations of the Purchasers The obligations of the Purchasers to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

  • Conditions to Obligations of the Investors The obligation of each Investor to purchase the Units at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived by such Investor:

  • Conditions to Obligations of the Company The Company’s obligation to sell and issue the Shares and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of the Parties The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser under this Agreement shall be subject to the satisfaction of each of the following conditions unless waived in writing by the Purchaser:

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