Conditions to Sellers’, Stockholders Representative's and Company’s Obligations to Close Sample Clauses

Conditions to Sellers’, Stockholders Representative's and Company’s Obligations to Close. Sellers’, Stockholders Representatives and Company’s obligation to consummate the Closing is subject to satisfaction of each of the following conditions: (i) the representations and warranties of Buyer set forth in this Agreement, including but not limited to those set forth in Section 3(b) above, will be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contains terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term "material" or "Material Adverse Effect or “Material Adverse Change ") will be true and correct in all respects at and as of the Closing Date; (ii) Buyer will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as "material" and "Material Adverse Effect," in which case Buyer will have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iii) there will not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) Buyer will have delivered to Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) above is satisfied in all respects; (v) each of the Parties and each of Company’s Subsidiaries will have received all other authorizations, consents, and approvals of Governmental Bodies and other Persons referred to in Section 3(a)(ii), Section 3(b)(ii) and Section 4(c) above and all such authorizations, consents and approvals will be in full force and effect and will not contain or be subject to any conditions or other requirements not reasonably satisfactory to Stockholders Representative; (vi) Stockholders Representative will have received from counsel to Buyer an opinion in form and substance reasonably satisfactory to Stockholders Representative and counsel to Company, addressed to Sellers, and dated as of the Closing Date; and (vii) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby wi...
Sample 1
AutoNDA by SimpleDocs

Related to Conditions to Sellers’, Stockholders Representative's and Company’s Obligations to Close

  • CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The Buyer shall have executed this Agreement and delivered the same to the Company. b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING The Company’s obligation to complete the sale and issuance of the Securities and deliver Securities to each Purchaser, individually, as set forth in the Schedule of Purchasers at the Closing shall be subject to the following conditions to the extent not waived by the Company:

  • CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING The obligations of the Company to the Purchasers under this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • Conditions to Buyer’s Obligation to Close Buyer’s obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:

  • Conditions to Purchaser’s Obligation to Close The obligations of Purchaser to consummate the Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Purchaser in writing:

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Conditions to the Purchasers’ Obligations at Closing The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • 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:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!