Conditions to Obligations of Xxxxx. The obligations of Xxxxx to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Xxxxx) on or prior to the Closing of all of the following conditions:
Conditions to Obligations of Xxxxx. The obligations of Xxxxx to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing, or waiver by Xxxxx in writing, in whole or in part, of each of the following conditions:
(a) All of the representations and warranties of the Stockholders in Sections 2.1 through 2.31 of this Agreement (considered collectively) and each of those representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement; and all of the representations and warranties of the Stockholders in Section 2.32 of this Agreement (considered collectively) and each of those representations and warranties (considered individually) must be accurate in all material respects as of the Closing Date, as if made on the Closing Date.
(b) All of the covenants and obligations that the Stockholders are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been duly performed and complied with in all material respects.
(c) Xxxxx shall have received the opinion of counsel to the Stockholders, dated the date of the Closing and in form and substance satisfactory to Xxxxx and its counsel, substantially to the effect set forth on Exhibit 5.1(c), and the underwriters in the IPO shall be entitled to rely on such opinion and shall have received a copy thereof.
(d) All third-party consents, approvals and permits required to be obtained in connection with the transactions contemplated by this Agreement shall have been obtained and shall be in full force and effect.
(e) The Stockholders shall have executed and delivered to Xxxxx all documents, certificates, instruments and items referenced in Sections 1.4(a) and (c).
(f) The Stockholders shall have delivered to Xxxxx a certificate of Secretary of the Company certifying as to the incumbency of officers and directors, and the status of record ownership of the Shares.
(g) The Stockholders shall have delivered to Xxxxx such other certificates, documents and opinions as Xxxxx and its counsel shall reasonably require.
(h) There must not have been made or threatened by any person or entity any claim asserting that such person or entity (i) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, any other voting, equity, or ownership...
Conditions to Obligations of Xxxxx. Xxxxx'x obligation to sell the Xxxxx Shares under this Agreement is subject to the fulfillment, at or prior to the Closing, of the following conditions, any of which may be waived by Xxxxx:
(i) Representations and Warranties, Performance of Obligations. The representations and warranties made by the Purchaser in Section 5 hereof must be true and correct at the date of the Closing, with the same force and effect as if they had been made on and as of said date. The Purchaser must have performed and complied with all agreements and conditions herein required to be performed or complied with by it on or before the Closing.
(ii) Put & Call Agreement. The Purchaser must have entered into the Put & Call Agreement.
Conditions to Obligations of Xxxxx. The obligations of Xxxxx under this Agreement are subject, at the option of Xxxxx to the following conditions:
Conditions to Obligations of Xxxxx. The obligations of Xxxxx to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by Xxxxx pursuant to Section 11.6(b):
Conditions to Obligations of Xxxxx. Xxxxx' obligations hereunder are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by Xxxxx, but only in a writing signed on behalf of Xxxxx by its Chairman or President).
7.1 Removal of Due Diligence and Other Conditions. During the thirty (30) day period following the date of this Agreement (the "Due Diligence Period"), Xxxxx shall have completed its discussions with customers and suppliers of Access Beyond and shall have completed other due diligence and the agreements referred to in Section 5.3 shall have been executed. A notice to that effect shall have been sent to Access Beyond on or before the expiration of the Due Diligence Period. If Xxxxx determines in its reasonable discretion that the representations and warranties of Access Beyond contained herein are not true and correct in all material respects or if Access Beyond has not received the fairness opinion described in Section 8.16 by the end of the Due Diligence Period, then Xxxxx may terminate this Agreement without liability to Access Beyond therefor by sending written notice to Access Beyond on or before the expiration of the Due Diligence Period. If such notice is not sent by such date, the condition described in this Section 7.1 conclusively will be deemed satisfied. Xxxxx agrees that information disclosed in the Disclosure Letter and in documents heretofore filed by Access Beyond with the SEC (but not including documents referenced in the Disclosure Letter or such filings, unless said documents were themselves provided to Xxxxx or filed with the SEC) is acceptable and to the extent that such information is true, correct and complete, shall not be the basis for Xxxxx electing to terminate this Agreement under this Section 7.1
Conditions to Obligations of Xxxxx. Xxxxx'x obligation to sell the Xxxxx Shares under this Agreement is subject to the fulfillment, at or prior to the Closing, of the following conditions, any of which may be waived by Xxxxx:
Conditions to Obligations of Xxxxx. The obligation of Xxxxx to effect the Transactions is also subject to the satisfaction or waiver by Xxxxx at or prior to the Effective Time of the following conditions:
Conditions to Obligations of Xxxxx. The obligation of Xxxxx to purchase all of the Common Stock and Preferred Stock shall be subject to satisfaction of the following conditions at or prior to Closing.
(a) Xxxx Xxxxxxx Mutual Life Insurance Company shall have consented in writing to the transactions contemplated by this Agreement.
(b) The Board of Directors of Xxxxx shall have approved this Agreement.
(c) There shall be no injunction or other court ordered equitable relief issued voiding or prohibiting consummation of this Agreement or any litigation pending seeking material damages as a result of this Agreement.
Conditions to Obligations of Xxxxx. The obligations of Xxxxx to sell the Purchased Assets and consummate the other transactions contemplated by this Agreement and the Ancillary Agreements are subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived by Xxxxx:
