Conditions to Purchaser Obligations. The obligations of Purchaser to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Seller:
(a) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays consummation of any or all of the transactions contemplated in this Agreement nor shall any proceeding seeking any of the foregoing have been commenced.
(b) The representations and warranties of Seller set forth 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 though made at such time.
(c) Seller shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing.
Conditions to Purchaser Obligations. The obligation of Purchaser to purchase the Series C Shares and to perform the obligations set forth herein, at the Closing, is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived in accordance with the provisions set forth herein:
Conditions to Purchaser Obligations. The Purchaser’s obligations at Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by each the Purchaser:
Conditions to Purchaser Obligations. The obligation of Purchaser to purchase and pay for the Shares to be purchased by it at the Closing, is subject to the following conditions:
Conditions to Purchaser Obligations. The purchase of the Stock by Purchaser on the Closing Date is conditioned upon the satisfaction or waiver, at or prior to the consummation of the Stock Sale, of the following conditions:
Conditions to Purchaser Obligations. The obligation of the Purchaser to purchase and pay for the Series B Stock and the Warrants to be purchased by it at the Closing is subject to the satisfaction prior to the Closing of each of the following conditions, unless waived in writing by the Purchaser:
Conditions to Purchaser Obligations. Purchaser’s obligation to complete the sale and purchase of the Interests shall be subject to the following conditions:
(a) Seller’s execution and delivery to Purchaser of an Assignment of Interest;
(b) the accuracy in all material respects of the representations and warranties made by Seller, after giving effect to any Schedule Supplements, (or if such representation or warranty is expressly qualified by “materiality” or “Material Adverse Effect,” or words of similar import, then in all respects) as of the date of this Agreement and as of the Closing, except as if expressly made as of a specific date, then, only as of such date;
(c) Seller’s execution and delivery of the Sublease Agreement to Purchaser;
(d) Seller’s execution and delivery of the Transitional Services Agreement;
(e) Seller’s completion of the personnel changes and other changes as provided on Schedule 6.3 in accordance with Section 6.3;
(f) the Financial Industry Regulatory Authority (“FINRA”) has not imposed any condition on the operation of SMH pursuant to NASD Conduct Rule 1017(c)(1) or 1017(g) and based on the standards in NASD Rule 1014 that is not acceptable to Purchaser;
(g) receipt by Purchaser of the Seller Required Approvals;
(h) there shall not be any claim or threatened claim by any third party asserting that such third party (a) is the holder or the beneficial owner of any equity interest of any of the Subject Companies or (b) is entitled to any portion of the Purchase Price;
(i) neither the consummation nor the performance of the transactions contemplated by this Agreement will directly or indirectly conflict with, violate or cause Purchaser to suffer any adverse consequences under (a) any applicable Law or Governmental Order or (b) any Law or Governmental Order that has been published, introduced, or otherwise proposed by or before any Governmental Entity.
(j) Since the Latest Balance Sheet Date, the Subject Companies, considered in the aggregate, have not suffered any change or event and no circumstance exists that would have a Material Adverse Effect on the Subject Companies, considered in the aggregate, other than such changes, events or circumstances that result from (i) any change or changes in general economic, industry or political conditions, (ii) acts of war or terrorism that do not disproportionately affect the Subject Companies in any material respect, (iii) the entry into, or the announcement or notification of, the transactions contemplated in this Agreement, in...
Conditions to Purchaser Obligations. The obligations of the Purchaser under this Agreement are subject to the fulfillment at the time of the Closing of each of the following conditions, any of which may be waived by Purchaser:
Conditions to Purchaser Obligations. The obligations of Purchaser to consummate, or cause to be consummated, the Transactions are subject to the fulfillment at or prior to the Closing of each of the following conditions (any or all of which may be waived in whole or in part by the Purchaser):
Conditions to Purchaser Obligations. Purchaser’s obligation tocomplete the sale and purchase of the Interests shall be subject to the following conditions:
