Conditions to Obligations of the Selling Shareholders. Each Selling Shareholder’s obligation to sell their respective Common Stock and Warrants at the Closing is subject to the condition that all representations and warranties and other statements of the Purchaser herein are, at and as of such Closing Date, true and correct, the condition that the Purchaser shall have performed all of its obligations to be performed hereunder, and satisfaction, on or prior to the date of the Closing, of the following additional conditions:
Conditions to Obligations of the Selling Shareholders. The obligations of the Selling Shareholders under Section 1 of this Agreement shall, be subject to the following conditions:
Conditions to Obligations of the Selling Shareholders. The obligations of the Selling Shareholders to consummate the transactions contemplated by this Agreement and each other Transaction Document to which each Selling Shareholder is a party to be consummated at the Closing are subject to the satisfaction on or prior to the Closing of the conditions set forth below unless waived in writing by the Selling Shareholders.
Conditions to Obligations of the Selling Shareholders. The ------------------------------------------------------ obligations of the Selling Shareholders to fulfill their obligations under this Agreement shall be subject to the satisfaction or waiver prior to the Closing of the following conditions:
(a) Each of the representations and warranties of the Placement Agent contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date.
(b) Each Purchaser shall have delivered the applicable consideration for each of the shares of Common Stock to be purchased by it pursuant to the Purchase and Sale Agreement, such amount to be payable by wire transfer of immediately available funds to an account with a bank designated by the Placement Agent, by notice to each Purchaser to be provided no later than two Business Days prior to the Closing Date.
Conditions to Obligations of the Selling Shareholders. The obligations of the Selling Shareholders to consummate the Closing are subject to the satisfaction (or waiver by a majority of the Selling Shareholders) of the following further conditions:
(a) CDSI shall have performed in all material respects all of its obligations under the Transaction Documents required to be performed by it on or prior to the Closing Date;
(b) The representations and warranties of CDSI contained in the Transaction Documents (except for representations and warranties that by their terms speak only as of the date of this Agreement) shall be accurate at and as of the Closing Date, as if made at and as of such date and the Selling Shareholders shall have received a certificate signed by an executive officer of CDSI to the foregoing effect; and
(c) In the event that CDSI elects to pay a portion of the Purchase Price in the form of CDSI Common Stock, the Selling Shareholders shall have received an opinion of Miles & Stockbridge, a Professional corporation, in form and content reasonably satisfactory to the Selling Shareholders, to the effect that the CDSI Common Stock has been duly issued, fully paid and non-assessable.
Conditions to Obligations of the Selling Shareholders. The obligations of the Selling Shareholders to sell and convey the Shares at the Closing is subject to the fulfillment to the satisfaction of the Selling Shareholders, on or prior to the Closing of the following conditions, any of which may be waived in whole or in part by the Selling Shareholders:
4.2.1 The representations made by Company in Section 3 hereof shall be true and correct when made and as of the Closing.
4.2.2 All covenants, agreements and conditions contained in this Agreement to be performed by Company on or prior to the Closing shall have been performed or complied with.
4.2.3 No action shall have been taken and no statute, rule, regulation or order shall have been enacted, promulgated or issued or deemed applicable to the proposed transactions by any legislature, administrative agency, court or other governmental authority which would make consummation of the proposed transactions pursuant to this Agreement illegal or render Company or Seller unable to consummate the proposed transactions.
Conditions to Obligations of the Selling Shareholders. Each Selling Shareholder's obligation to sell their respective Common Stock and Warrants at the Closing is subject to the condition that all representations and warranties and other statements of the Purchaser herein are, at and as of such Closing Date, true and correct, the condition that the Purchaser shall have performed all of its obligations to be performed hereunder, and satisfaction, on or prior to the date of the Closing, of the following additional conditions:
(a) COMPLETION OF THE SYMPHONY TENDER OFFER AND THE VSOURCE ASIA SHARE OFFER. The Symphony Tender Offer and the Vsource Asia Share Offer shall have been completed upon the terms and subject to the conditions, respectively, of the Symphony Tender Offer and the Vsource Asia Share Offer.
Conditions to Obligations of the Selling Shareholders. The obligations of the SELLING SHAREHOLDERS to consummate the sale of the shares will be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any one of which may be waived by the PURCHASER without waiver of any other rights or remedies which the Company may have under this Agreement:
i. No Order, Decree, Injunction or Adverse Enactments. SILVER HILL will not be subject on the Closing Date to any order, decree or injunction of a Governmental Authority and no law will have been enacted, promulgated or issued, which enjoins or prohibits the consummation of the transactions contemplated by this Agreement.
