Conditions to Obligations of the Shareholders. All of the obligations of the Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment and satisfaction of each and every of the following conditions on or prior to the Closing, any or all of which may be waived in whole or in part by the Shareholders:
Conditions to Obligations of the Shareholders. The obligations of each Shareholder to consummate the Closing are subject completion of reasonable due diligence investigations of the Buying Group to be completed on or before December 20, 1999 and are further subject to the satisfaction of each of the following conditions:
(i) the Buying Group shall have performed and satisfied each of its obligations hereunder required to be performed and satisfied by it on or prior to the Closing Date; and (ii) each of the representations and warranties of the Buying Group contained herein shall have been true and correct and contained no misstatement or omission that would make any such representation or warranty misleading when made and shall be true and correct and contain no misstatement or omission that would make any such representation or warranty misleading at and as of the Closing with the same force and effect as if made as of the Closing.
(b) All Required Consents for the transactions contemplated by this Agreement shall have been obtained without the imposition of any conditions that are or would become applicable to any Shareholder (or any of their respective Affiliates or Associates) after the Closing that would be materially burdensome upon any such Person. All such approvals shall be in effect, and no Proceedings shall have been instituted or threatened by any Governmental Authority with respect thereto as to which there is a material risk of a determination that would terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such approval. All applicable waiting periods shall have expired, and all conditions and requirements such approvals to be satisfied on or prior to the Closing extent necessary such that all such approvals are, and will remain, in full force and effect assuming continued compliance with the terms thereof after the Closing.
(c) The transactions contemplated by this Agreement and the consummation of the Closing shall not violate any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the transfer and exchange contemplated hereby or the consummation of the Closing, or imposing Damages in respect thereto, shall be in effect, and there shall be no pending actions or proceedings by any Governmental Authority (or determinations by any Governmen...
Conditions to Obligations of the Shareholders. The obligations of the Shareholders to consummate the transactions contemplated herein shall be subject to the satisfaction of the following conditions at or before the Closing:
Conditions to Obligations of the Shareholders. The obligation of the Shareholders to affect the Purchase is further subject to satisfaction or waiver on or prior to the Closing Date of the following conditions:
Conditions to Obligations of the Shareholders. The obligations of the Shareholders under this Agreement are subject to the satisfaction of the following conditions unless waived (to the extent such conditions can be waived) by the Shareholders:
Conditions to Obligations of the Shareholders. The obligations of the Shareholders to exchange the Shares for the Consideration, and to consummate the other transactions contemplated by this Agreement and the Ancillary Agreements, is subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
Conditions to Obligations of the Shareholders. The obligation of the Owners to sell the Interests shall be subject to the fulfillment (or waiver by the Shareholders) at or prior to the Closing Date of each of the following conditions:
Conditions to Obligations of the Shareholders. The obligation of the Shareholders to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver in writing by the Representative in its sole discretion) of the following further conditions:
(a) Each of the representations and warranties made by the Buyer in this Agreement that is qualified by materiality shall be true and correct when made and as of the Closing as if made at and as of the Closing and each such representation and warranty that is not so qualified shall be true and correct in all material respects when made and as of the Closing as if made at and as of the Closing, except 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.
(b) The 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) No event should have occurred that has had, or would reasonably be expected to have, a material adverse effect on the business, assets, operations, financial condition or results of operations of the Buyer and its Subsidiaries, taken as a whole.
(d) The Shareholders shall have received a certificate dated the Closing Date signed on behalf of the Buyer by an officer of the Buyer to the effect that the conditions set forth in Sections 6.3(a), 6.3(b) and 6.3(c) have been satisfied.
(e) The Buyer shall have executed and delivered to the Shareholders 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)) and the Buyer shall have made the payments required to be made by the Buyer at the Closing pursuant to Sections 2.3(a)(i).
Conditions to Obligations of the Shareholders. The obligations of the Shareholders under this Agreement are subject to the fulfillment, at the Closing Date, of the following conditions precedent, each of which may be waived in writing in the sole discretion of the Shareholders' Representative, who shall have the power and authority to bind all of the Shareholders:
Conditions to Obligations of the Shareholders. The obligations of the Shareholders to consummate the transactions contemplated hereby is subject to the satisfaction on or prior to the Closing Date of the following conditions:
