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 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 to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions:
(i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all Material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing;
(iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act;
(iv) no action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);
(v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects;
(vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto;
(vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto;
(viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares;
(ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those empl...
Conditions to Obligations of the Sellers. The obligations of the Sellers to effect the Purchase are subject to the satisfaction or waiver by the Sellers at or prior to the Closing of each of the following further conditions:
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the Transactions shall be subject to the fulfillment or waiver of the Sellers’ Representative, at or prior to the Closing, of each of the following conditions:
(a) the representations and warranties of Buyer contained in Article 6 shall have been true and correct in all material respects as of the date hereof and as of the Closing Date, provided, however, that, with respect to any representations and warranties that are qualified by materiality, “Buyer Material Adverse Effect,” or similar references, such representations and warranties shall be true and correct in all respects as of the date hereof and as of the Closing Date;
(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects;
(c) the Sellers’ Representative shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Sections 9.3(a) and 9.3(b) have been satisfied; and
(d) Buyer shall have delivered, or caused the delivery of, all the funds, certificates, instruments, agreements and other documents required to be delivered to the Seller pursuant to Section 3.2.
Conditions to Obligations of the Sellers. The obligations of the Seller to effect the Closing and to consummate the transactions contemplated by the Transaction Documents are subject to the fulfillment, at or before the Closing Date, of each of the following conditions, any one or more of which may be waived by the Seller in its sole discretion:
Conditions to Obligations of the Sellers. The obligation of the Sellers to effect the Transaction is also subject to the satisfaction or waiver by the Majority Sellers at or prior to the Closing Date of the following conditions:
Conditions to Obligations of the Sellers. The obligations of the Sellers to perform this Agreement are subject only to the satisfaction, on or prior to the Closing Date, of the following conditions, unless waived by the Sellers:
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transaction herein contemplated at Closing are subject to and conditioned upon:
(a) Subject to the provisions of Section 7.3 above, the written consents of the Commission evidencing its Final Approvals to the assignments of the Licenses to Buyer, provided that any such approval is without any conditions that are materially adverse to the Sellers;
(b) The satisfaction at or before Closing in all material respects of all agreements, obligations and conditions of Buyer hereunder required to be performed or complied with by it at or before the Closing;
(c) The material accuracy of the representations and warranties made by Buyer;
(d) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby;
(e) The LMA shall have become effective in accordance with the terms and conditions thereof and, from and after the date the LMA first becomes effective through and including the Closing Date, the LMA shall have not been terminated due to the Buyer's breach thereof;
(f) The termination of the CRN Agreement; and.
(g) Receipt of approval to the HSR Filing.
Conditions to Obligations of the Sellers. The Sellers' obligation to sell the Shares at the Closing is subject to the fulfillment on or prior to the Closing Date 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, any of which may be waived in writing by the Sellers in their sole discretion:
(a) The representations and warranties of the Buyer contained in this Agreement shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, in each case except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the Closing. The Buyer shall have performed all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. The Sellers shall have received from the Buyer a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer thereof.
(b) The Sellers shall have received an executed counterpart of each of the Ancillary Agreements, signed by each party other than the Sellers.
