Conditions to the Buyer’s Obligation to Close. The obligations of the Buyer to consummate the Acquisition and to take the other actions required by this Agreement at the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver on or prior to the Closing Date of the following conditions:
Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to purchase the Transferred Assets and to take the other actions required to be taken by the Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Buyer, in whole or in part):
(a) Each of the representations and warranties of the Seller contained in Article IV and of the Seller Stockholders contained in Article V: (i) that is a Fundamental Representation of the Seller or the Seller Stockholders shall be true and correct in all respects as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), and (ii) that is not a Fundamental Representation of the Seller or the Seller Stockholders shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), with only such exceptions as have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impede or delay the ability of any Party to consummate the transactions under this Agreement.
(b) The Seller, the Seller Representative and the Seller Stockholders have performed or complied with, in all material respects, all agreements and covenants required to be performed or complied with by any Seller Stockholder, the Seller Representative or the Seller under this Agreement at or prior to the Closing Date, and the Seller has delivered all items required to be delivered at the Closing pursuant to Section 3.2(a).
(c) Since the date of this Agreement, there has not occurred any change, event, circumstances or development that has had, or is reasonably likely to have, a Material Adverse Effect.
(i) All conditions to the obligations of the Lenexa Buyer Sub under the Lenexa Purchase Agreement shall have been satisfied or waived in accordance with the Lenexa Purchase Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), and (ii) the Lenexa Buyer Sub shall be prepared to close, and capable of closing, in accordanc...
Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to complete the transactions provided for herein shall be subject to the performance by DRI of all agreements to be performed hereunder on or before the Closing, and to the further conditions that:
(a) The representations and warranties of DRI contained in Article III and the covenants of DRI contained in Article V hereof are true and correct and have been performed or satisfied in all material respects as of the Closing with the same effect as if made or performed on and as of such date and DRI shall so certify to the Buyer.
(b) There shall have been no material adverse change in the operating results, financial condition, properties or business prospects of DRI since March 31, 2005.
Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to complete the transactions provided for herein shall be subject to the performance by DRI of all agreements to be performed hereunder on or before the Closing, and to the further conditions that the representations and warranties of DRI contained in Article III and the covenants of DRI contained in Article V hereof are true and correct and have been performed or satisfied in all material respects as of the Closing with the same effect as if made or performed on and as of such date and DRI shall so certify to the Buyer.
Conditions to the Buyer’s Obligation to Close. The obligation of the Buyers to purchase the Acquired Purchase Contracts from Seller pursuant hereto is subject to the satisfaction (unless waived in writing by the Buyers) of each of the following conditions at and as of the Closing:
Conditions to the Buyer’s Obligation to Close. All of the following conditions must have been satisfied before the Buyer is obligated to close the transaction that this Agreement contemplates. The Buyer may waive the failure to satisfy any one or more of the conditions.
Conditions to the Buyer’s Obligation to Close. The Buyer's obligation to complete the transactions provided for herein shall be subject to the performance by DRI of all agreements to be performed hereunder on or before the Closing, and to the further conditions that:
(a) The representations and warranties of DRI contained in Article III and the covenants of DRI contained in Article V hereof are true and correct and have been performed or satisfied in all material respects as of the Closing with the same effect as if made or performed on and as of such date and DRI shall so certify to the Buyer.
(b) There shall have been no material adverse change in the operating results or financial condition of DRI since March 31, 1998, except as described in Exhibit B which are attached to this Agreement and DRI shall so certify in writing to the Buyer.
(c) The Buyer shall have received from Gray, Xxyton, Kersh, Solomon, Sigmon, Furr & Xmitx, X.A. and Berliner Zissxx Xxxxxx & Xallxxxx, X.C., an opinion dated the Closing, to the following effect:
(i) DRI is a corporation duly organized, validly existing and in good standing under the laws of North Carolina.
(ii) The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction, if any, in which the ownership or leasing of its properties and assets or the conduct of its business requires such qualification, except where the failure to be so qualified or be in good standing would not have a material adverse effect on the condition (financial or otherwise), earnings, operations, business or business prospects of the Company taken as a whole. DRI has all corporate power and authority necessary to engage in the business in which it is presently engaged and to execute, deliver and perform its obligations under this Agreement. There are no options, puts, calls, or other rights outstanding to purchase or sell DRI's securities, other than as contemplated in this Agreement or as disclosed in the Annexes or Exhibits hereto.
(iii) DRI's authorized capitalization consists of 10,000,000 shares of Common Stock, par value $.10 per share, and 1,000,000 shares of Preferred Stock, par value $.10 per share. At the Closing Date and prior to the issuance of the Shares, and as described in Exhibit E hereto, there will be 2,674,075 shares of Common Stock issued and outstanding, and 354 shares of Preferred Stock issued and outstanding. All of such outstanding shares of capital stock have been duly authorized and are validly issued and are full...
Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to purchase the Share at the Closing is conditioned on the following, unless earlier waived in writing by the Buyer:
Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to purchase the Transferred Interests at a Closing is subject to the fulfillment on or before the Closing of each of the following conditions unless waived in writing by the Buyer:
Conditions to the Buyer’s Obligation to Close. The Company understands that the Buyer’s obligation to consummate the transactions contemplated this Agreement is conditioned upon the fulfillment on or before Closing of each of the following conditions:
a. The issuance of a restated Secured Convertible Promissory Note to Aspen by the Company that replaces all notes previously issued to Aspen, including such notes dated March 18, 2013; April 3, 2013; April 12, 2013; April 26, 2013; July 29, 2013; September 30, 2013; October 15, 2013; December 2, 2013; and January 7, 2014, as may be adjusted by the Second Amended and Restated Purchase Agreement between the Company and Aspen dated January 15, 2014.
b. The issuance of a restated Secured Convertible Promissory Note to Xxxx by the Company that replaces the note dated March 18, 2013.
c. The issuance of a restated Secured Convertible Promissory Note to XGS II by the Company that replaces the note dated October 15, 2013, as may be adjusted by the Second Amended and Restated Purchase Agreement between the Company and Aspen dated January 15, 2014.
d. The issuance, pursuant to the Existing Creditor Term Sheet, of a new warrant to Aspen for the purchase of up to 833,333 shares of Series A Stock.
e. The issuance, pursuant to the Existing Creditor Term Sheet, of a new warrant to XGS II for the purchase of up to 83,333 shares of Series A Stock.
f. The satisfaction or completion of all other actions in the Existing Creditor Term Sheet that are contemplated in principal to be satisfied or completed on or before the Closing Date.
g. The execution and delivery of this Agreement and the other Transaction Agreements by the Company and the other necessary parties on or before the Closing Date.
h. Each of the Transaction Agreements executed by the Company on or before the Closing Date shall, except for the Voting Rights Agreement, be in full force and effect and the Company shall not be in default thereunder,
i. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement and the other Transaction Agreements, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date.
j. The Company shall have delivered to the Buyer an Officer’s Certificate similar in form and substance as that attached hereto as Annex IX.
k. There shall not be in effect any law, rule or regulation prohibiting or...
