Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all of the following conditions:
Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:
Conditions to Seller’s Obligations. Except as otherwise expressly provided herein, the obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before the Closing Date:
(a) the representations and warranties set forth in Article 6 hereof will be true and correct in all material respects at and as of the Closing as though then made and as though the Closing Date were substituted for the date of this Agreement or, in the case of any representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date (in either case, without taking into account any disclosures made by Buyer to Seller pursuant to Section 6.7 hereof);
(b) Buyer will have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing;
(c) all necessary filings with regulatory authorities will have been made and all waiting periods will have expired;
(d) Buyer shall have executed and delivered a Transition Services Agreement with PDK in form and substance to be mutually agreed to by Buyer and PDK prior to the Closing (the "Transition Services Agreement");
(e) no action or proceeding before any court or government body will be pending or threatened which, in the reasonable judgment of Seller, makes it inadvisable or undesirable to consummate the transactions contemplated by this Agreement by reason of the probability that the action or proceeding will result in a judgment, decree or order that would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded;
(f) Seller's stockholders shall have approved this Agreement and the transactions contemplated hereby in accordance with the Delaware General Corporation Law and any requirement of any securities exchange on which Seller's securities are listed, it being acknowledged and agreed that nothing contained in this Section 3.1(f) shall limit or impair any obligation of Seller or PDK pursuant to Section 4.3 hereof;
(g) on the Closing Date, Buyer shall have delivered to Seller each of the following:
(i) a certificate from an officer of each of Buyer and Nutraceutical in a form to be mutually agreed to by Buyer and Seller prior to the Closing, dated the Closing Date, stating that the preconditions specified in subsections (a) through (d) hereof...
Conditions to Seller’s Obligations. The obligations of Seller under this Agreement to be performed at the Closing shall be subject to the satisfaction or waiver, on or before the Closing Date, of the following conditions:
Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.
Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing Date of all of the following conditions, except such conditions as Seller may waive:
6.1 Buyer shall have complied in all material respects with all of its agreements contained herein required to be complied with at or prior to the Closing Date, and all of the representations and warranties of Buyer contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date.
6.2 All action (including notifications and filings) that shall be required to be taken by Buyer in order to consummate the transactions contemplated hereby shall have been taken and all consents, approvals, authorizations and exemptions from third parties that shall be required in order to enable Seller to consummate the transactions contemplated hereby shall have been duly obtained.
6.3 No order of any court or governmental or regulatory authority or body which restrains or prohibits the transactions contemplated hereby shall be in effect on the Closing Date and no suit or investigation by any government agency to enjoin the transactions contemplated hereby or seek damages or other relief as a result thereof shall be pending or threatened in writing as of the Closing Date.
6.4 Seller shall have received from the Buyer all of the documents and other items required to be delivered at Closing as provided in Section 2.3 herein.
Conditions to Seller’s Obligations. Seller’s obligation to close the Transaction is conditioned on all of the following, any or all of which may be waived by Seller by an express written waiver, at its sole option:
Conditions to Seller’s Obligations. The obligations of Sellers hereunder are subject to the satisfaction, or waiver in writing by Sellers, on or prior to the Closing Date of the following conditions:
Conditions to Seller’s Obligations. The obligations of Seller hereunder shall be subject to the satisfaction and fulfillment of each of the following conditions, except as Seller may expressly waive the same in writing:
Conditions to Seller’s Obligations. The Seller’s obligation to deliver the Initial Number of Shares to the Purchaser on the Initial Settlement Date is subject to the condition that the representations and warranties made by the Purchaser in the Agreement shall be true and correct as of the date hereof and the Initial Settlement Date.
