Conditions to Shareholders’ Obligations. In addition to the deliveries provided for in Article III the Shareholders' obligation to consummate the Closing is subject to the following conditions:
Conditions to Shareholders’ Obligations. The obligations of Shareholder to effect the Closing are subject to the satisfaction, on or prior to the Closing, of each of the following conditions, any of which may be waived by Shareholder.
Conditions to Shareholders’ Obligations. The obligations of Shareholders under this Agreement, (including, without limitation, the obligation to transfer the AUFP Equity in exchange for the ESG Shares) shall be subject to satisfaction of the following conditions, unless waived by Shareholders: (i) AUFP and ESG 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 AUFP and ESG 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) AUFP and ESG shall have executed and delivered to Shareholders all documents necessary to issue the ESG Shares to Shareholders, as contemplated by this Agreement (including those documents described in Section 3(d)); and (iv) AUFP and ESG 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 AUFP and ESG, respectively.
Conditions to Shareholders’ Obligations. The obligations of the Shareholders to sell the Shareholder Shares at the Closing are subject to the satisfaction or waiver by the Shareholders of the following conditions:
(a) There shall be no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, nor any statute, rule, regulation or order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining the Proposed Acquisition or any step thereof which remains undischarged;
(i) There shall have been no material breach by PHNS in the performance of any of the covenants herein to be performed by it in whole or part prior to the Closing; (ii) the representations and warranties of PHNS contained in Section 11 shall be true and correct in all material respects on the Closing date; and (iii) PHNS shall have delivered to the Shareholders a certificate certifying each of the foregoing, dated as of the Closing date, signed by an authorized officer of PHNS;
(c) PHNS shall have delivered the exercise price for the Option in the manner specified in Sections 3 and 4;
(d) No action, suit or proceeding shall be pending against PHNS, any Shareholder or MGC or any of their respective affiliates by or before any governmental authority which the Shareholders reasonably determine in good faith, after consultation with counsel, would materially interfere with the consummation of the transactions contemplated hereby or by the Merger Agreement; and
(e) No change, effect, event, condition or exception shall have occurred or be threatened to have occurred, including without limitation any development relating to a material client of PHNS, which the Shareholders reasonably determine in good faith has had or could reasonably be expected to have or result in, either individually or when taken together with all such changes, effects, events, conditions or exceptions, a material adverse effect on the business, condition (financial or otherwise), results of operations or prospects of PHNS and its subsidiaries, taken as a whole.
(f) PHNS and the Shareholders shall have reached agreement on the terms and provisions of any plan or arrangement to allocate and distribute Earn-Out Payments to MGC officers and managers as contemplated in Section 2(a)(v) of Annex 3.
Conditions to Shareholders’ Obligations. All obligations of Shareholders under this Agreement are subject to the fulfillment at Closing of the following conditions:
(a) The representations and warranties of NBC contained in this Agreement shall be true and correct in all material respects at the time of Closing as though such representations and warranties were made at such time;
(b) NBC shall have performed and completed all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing Date;
(c) NBC shall make all deliveries described in Section 7.2 of this Agreement;
(d) The parties shall agree upon a mutually acceptable joint press release announcing the sale; and
(e) The Shareholders shall have approved the amendments to the Disclosure Schedule.
Conditions to Shareholders’ Obligations. The obligations of the holders of Shares with respect to an Approved Drag-Along Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Drag-Along Sale, each holder of Common Shares will receive in respect of its Common Shares the same form of consideration and the same portion of the aggregate consideration (on a per Share basis) that other such holders of Common Shares receive in the Approved Drag-Along Sale; (ii) if any holders of Common Shares are given a choice or election as to the form and amount of consideration to be received in respect of such Common Shares, each holder of such Common Shares will be given the same choice or election; (iii) each holder of then currently exercisable Options, Warrants or other rights to acquire Common Shares will be given an opportunity to exercise such rights prior to the consummation of the Approved Drag-Along Sale and participate in such sale as holders of such class of Shares or will be subject to the treatment described in Section 4.4.4 and (iv) the Approved Drag-Along Sale will be completed within the nine-month period immediately following the last date for submission of Election Notices with respect to such Sale, unless the failure to complete such Approved Drag-Along Sale resulted from any failure by any Shareholder to comply with the terms of this Section 4.3.
Conditions to Shareholders’ Obligations. In addition to the deliveries provided for in Article III Edentify’s obligation to consummate the Closing is subject to the following conditions:
Conditions to Shareholders’ Obligations. The obligation of Shareholders to take the actions required to be taken by them at the Closing is subject to the satisfaction or waiver, in whole or in part, in Shareholders’ sole discretion, of each of the following conditions at or prior to the Closing:
(a) The representations and warranties set forth in Article V will be true and correct in all material respects;
(b) Buyer will have performed and complied with each of its agreements contained in this Agreement in all material respects;
(c) No Litigation is pending or threatened (i) challenging or seeking to prevent or delay consummation of the transactions contemplated by this Agreement, (ii) asserting the illegality of or seeking to render unenforceable any material provision of this Agreement, or (iii) imposing or seeking to impose material damages or sanctions directly arising out of the transactions contemplated by this Agreement the Shareholders;
(d) No Law or Governmental Order was enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 8.2(c);
(e) After the date of the Latest Balance Sheet, no Material Adverse Effect occurred with respect to the Buyer or its Subsidiaries considered as a whole; and
(f) Shareholders received from counsel for Buyer a written opinion, dated the Closing Date, addressed to Shareholders and satisfactory to Shareholders’ counsel, in the form set forth in Exhibit 8.2(f).
Conditions to Shareholders’ Obligations. The Shareholders obligations to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of each of the following conditions or the waiver thereof in writing by Shareholders prior to the Closing:
4.2.1 Receipt by Shareholders of all deliverables required from Buyer;
4.2.2 No injunction, judgment, order, decree, ruling or charge shall be in effect which prevents the Closing;
4.2.3 OFIS shall have approved the transactions contemplated by this Agreement;
4.2.4 Any required consent from or disclosure to the State Agency or any other Person to or from whom necessary shall have been received or made; and
4.2.5 Written acceptance by Buyer of the Employee Bonus Plan.
4.2.6 The Compensatory Transfer shall have been completed.
Conditions to Shareholders’ Obligations. The obligations of Shareholders shall be subject to the satisfaction prior to or at the Closing of the following conditions unless waived by Shareholders:
a) Representatives and Warranties of HOTI. The representations and warranties of HOTI set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except: (i) as otherwise contemplated by this Agreement; or (ii) in respects that do not have a Material Adverse Effect on the Parties or on the benefits of the transactions provided for in this Agreement. “Material Adverse Effect” for purposes of this Agreement shall mean any change or effect that, individually or when taken together with all other such changes or effects which have occurred prior to the date of determination of the occurrence of the Material Adverse Effect, is or is reasonably likely to be materially adverse to the business, assets, financial condition, or results of operation of the entity.
b) Performance of Obligations of HOTI. HOTI shall have performed all agreements and covenants required to be performed by it under this Agreement prior to the Closing, except for breaches that do not have a Material Adverse Effect on the Parties or on the benefits of the transactions provided for in this Agreement.
c) AEGY shall have prepared and filed, after required review by its independent auditors, the required Form 10-Q for the fiscal quarter of AEGY ending January 31, 2009, which is due on or March 17, 2010.
