Conditions to Obligations of the Stockholders. The obligations of the Stockholders to consummate the Transactions shall be subject to the satisfaction of the following conditions, unless waived in writing prior to the Closing Date by the Stockholders:
Conditions to Obligations of the Stockholders. The obligations of the Stockholders 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 Stockholders' Representative, who shall have the power and authority to bind all of the Stockholders:
Conditions to Obligations of the Stockholders. The Stockholders' --------------------------------------------- obligations to consummate this Agreement and the transactions contemplated hereby is subject to the fulfillment, prior to or at the Closing, of the following conditions precedent:
Conditions to Obligations of the Stockholders. The obligation of --------------------------------------------- the Stockholders to consummate the Merger is subject to the satisfaction at or prior to the Closing of each of the following conditions:
(a) Each of the representations and warranties of QAC and Graphic shall be true and correct in all material respects as of, and shall not have been violated in any material respect at, the Closing Date as though made on and as of the Closing Date; QAC and Graphic shall, on or before the Closing, have performed in all material respects all of their obligations under this Agreement which by the terms hereof are to be performed on or before the Closing Date; and each of QAC and Graphic shall have delivered to the Stockholders a certificate of one of its officers dated as of the date of the Closing to the foregoing effect.
(b) No action or proceeding by or before any court or other governmental body shall have been instituted by any governmental body or other person or entity or threatened in writing which seeks to restrain, prohibit or invalidate the Merger or which would have a material adverse effect on the right of the Stockholders to consummate the Merger or which claims material damages from the Stockholders with respect to the Merger.
(c) QAC and Graphic shall have delivered to the Stockholders certificates of their respective Secretaries certifying as to the requisite corporate and other action authorizing the Merger and the incumbency of their respective officers and directors.
(d) QAC shall have executed and delivered to the Stockholders the Escrow Agreement, substantially in the form of Exhibit "B" hereto.
(e) The Stockholders shall have received the opinion of Messrs. Xxxx, Xxxxxxxxx & Gold, P.C., counsel to QAC and Graphic, substantially in the form of Exhibit "G" hereto.
(f) The Certificate of Merger shall be prepared for filing with the Secretary of State of Georgia.
(g) QAC and Graphic shall have executed and delivered the Employment Agreements substantially in the form of Exhibit "A" hereto.
(h) QAC and Graphic shall have executed and delivered the Printing Agreement substantially in the form of Exhibit "E" hereto.
Conditions to Obligations of the Stockholders. The obligation of the Stockholders to effect the Transactions on the Closing Date is further subject to the conditions precedent, which may be waived by the Purchaser, that the conditions set forth below shall have been satisfied on or before the Closing Date:
Conditions to Obligations of the Stockholders. The obligation of the Stockholders to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to the Closing Date, of the following conditions:
Conditions to Obligations of the Stockholders. The obligations of the Stockholders to consummate the transactions contemplated hereby are subject to the fulfillment, at 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 Stockholders in writing in their discretion; provided however, such waiver will not waive or diminish the right of the Stockholders to indemnification pursuant to Article 5, unless so stated:
Conditions to Obligations of the Stockholders. The Shareholders’ obligation to sell the Shares at the Closing is subject to the fulfillment to the satisfaction of the Shareholders on or prior to the Closing Date of the following conditions, any of which may be waived by the Shareholders:
a. The representations and warranties made by the Buyers in Article 4 hereof shall be true and correct in all material respects as of the date hereof, 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. Buyers 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. Buyers shall have delivered the Purchase Price and other consideration to the Stockholders.
Conditions to Obligations of the Stockholders. Unless waived by Representative in writing, each Stockholder’s obligation to consummate the transactions to be performed by such Stockholder in connection with Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions:
(a) Representations and Warranties. The representations and warranties of Purchaser set forth in ARTICLE 3 which are qualified by materiality shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing as though made as of the Closing (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties will be true and correct as of such date). All other representations and warranties of Purchaser set forth in ARTICLE 3 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties will be true and correct as of such date);
(b) Performance of Obligations by Purchaser. Purchaser shall have performed in all material respects all covenants and agreements required to be performed by it under this Agreement on or prior to the Closing;
Conditions to Obligations of the Stockholders. The obligation of the Stockholders to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction of the following conditions:
(a) the representations and warranties of Buyer set forth in this Agreement shall be true and correct in all respects, in each case as of the date of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date);
(b) Buyer shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing;
(c) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect;
(d) Buyer shall have delivered to the Stockholders the Buyer Certificate; and
(e) the Stockholders shall have received such other certificates and instruments (including certificates of good standing of Buyer in its jurisdiction of organization, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as they shall reasonably request in connection with the Closing.
