Conditions to Obligations of the Stockholder. The obligations of the Stockholder to consummate the transactions contemplated hereby are subject to the fulfillment, on or before the Closing Date, of the conditions set forth in this Section 6.3, any one or more of which may be waived by the Stockholder in writing in its discretion.
Conditions to Obligations of the Stockholder. The obligations of the Stockholder to effect the Share Purchase shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
Conditions to Obligations of the Stockholder. All obligations of the Stockholder under this Agreement are subject to the fulfillment, at or prior to the Closing, of the following conditions, any one or more of which may be waived by the Stockholder:
Conditions to Obligations of the Stockholder. The obligations of the Stockholder to carry out the transactions contemplated by this Agreement are subject, at the option of Stockholder, to the satisfaction, or waiver by Stockholder, of the following conditions:
(a) The Buyer shall have furnished Stockholder with a certified copy of all necessary corporate action on its behalf approving its execution, delivery and performance of this Agreement.
(b) All representations and warranties of the Buyer contained in this Agreement qualified by materiality shall be true and correct in all respects at Closing and all other representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects at and as of the Closing, as if such representations and warranties were made at and as of the Closing, except for changes contemplated by the terms of this Agreement except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms thereof, and the Buyer shall have performed and satisfied in all material respects all covenants and agreements required by this Agreement to be performed and satisfied by the Buyer at or prior to the Closing.
(c) As of the Closing Date, and on or before November 30, 1997, as the case may be, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of the
Conditions to Obligations of the Stockholder. The Stockholder's obligation to sell the Shares at the Closing is subject to the fulfillment to the satisfaction of the Stockholder on or prior to the Closing Date of the following conditions, any of which may be waived by the Stockholder:
(a) The representations and warranties made by BBI in Section 5 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. BBI shall have performed in all material respects all obligations and covenants herein required to be performed by them on or prior to the Closing Date.
(b) BBI shall have delivered the Purchase Price to the Stock- holder.
Conditions to Obligations of the Stockholder. The obligations of the Stockholder under this Agreement are subject to the fulfillment, prior to or at the Closing Date, of the following conditions precedent, which may be waived in writing in the sole discretion of the Stockholder:
(a) the representations and warranties of the Buyer set forth in Section 4 shall be true and correct when made on the date hereof and shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date, except for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such date;
(b) the Buyer shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date;
(c) the Buyer shall have delivered to the Company a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified in clauses (a) and (b) of this Section 6.02 is satisfied in all respects;
(d) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated;
(e) all actions to be taken by the Buyer in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Stockholder; and
(f) the Buyer shall be in compliance with all applicable reporting requirements under Sections 13 or 15(d) of the Securities Exchange Act of 1934.
Conditions to Obligations of the Stockholder. The obligations of the Stockholder hereunder to sell the Purchased Shares 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 Stockholder in its sole discretion):
Conditions to Obligations of the Stockholder. The obligations of the Stockholder to consummate the transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by the Stockholder:
6.2.1 Each of the representations and warranties of SYS contained in this Agreement shall be true and correct in all material respects (but without regard to any materiality qualifications or references to Material Adverse Effect contained in any specific representation or warranty), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case as of such specified date), except where any such failure of the representations and warranties to be true and correct, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on SYS, RBIS, Ltd. or the transactions contemplated by this Agreement.
6.2.2 SYS (i) shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and (ii) shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing that are not qualified as to Material Adverse Effect except where such non-performance or non-compliance individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on SYS.
6.2.3 SYS shall have furnished the Stockholder with a certificate dated the Closing Date signed on behalf of it by the Chairman, President or any Vice President to the effect that the conditions set forth in Sections 6.2.1 and 6.2.2 have been satisfied.
Conditions to Obligations of the Stockholder. The obligations of the Stockholder hereunder are subject to the fulfillment, at or before the Second Closing, of each of the following conditions (all or any of which may be waived in writing in whole or in part by the Stockholder). The Company shall use all commercially reasonable efforts to fulfill, at or before the Second Closing, such of the following conditions (or portions thereof) over which it has control:
Conditions to Obligations of the Stockholder. The obligations of the Stockholder to consummate the Exchange are subject to the satisfaction or waiver, at or prior to the Closing Date, of the following conditions:
(a) the representations and warranties of Loral contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date;
(b) Loral shall have performed and complied in all material respects with all agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date;
(c) the Stockholder shall have received a certificate signed by an executive officer of Loral to the effect that the conditions set forth in paragraphs (a) and (b) above have been satisfied;
(d) if Loral has elected the CPEO Consideration, the Stockholder shall have received an opinion, dated the Closing Date, from Applxxx, Xxurxxxx & Xempx xx to due formation of Loral and the legality of the CPEOs; and
(e) if Loral has elected the CPEO Consideration, the Stockholder shall have received written confirmation from the Investment Banker that the Investment Banker is committed to purchase, on the Closing Date, the CPEOs from the Stockholder as contemplated by Section 2.1.
