Conditions to the Obligation of the Buyer. The obligation of the Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by the Buyer, in whole or in part):
Conditions to the Obligation of the Buyer. The obligation of the Buyer to formalize and complete the Transactions is subject to the following conditions precedent:
Conditions to the Obligation of the Buyer. The obligations of the Buyer hereunder at the Closing shall be subject to and conditioned on the following:
Conditions to the Obligation of the Buyer. The obligation of the Buyer to purchase Shares from each Selling Shareholder at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions with respect to such Selling Shareholder, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion with respect to any Selling Shareholder, by providing such Selling Shareholder with written notice thereof:
Conditions to the Obligation of the Buyer. The obligation of the Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by the Buyer on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of the Sellers and, as the case may be, of the Company contained in Articles III and IV (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made at and as of such date (except for those representations and warranties that are made as of a specific date, which representations shall be true at and as of such respective specific date), except where the failure to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; the covenants and agreements of the Sellers to be performed on or prior to the Closing Date shall have been duly performed in all material respects; and the Buyer shall have received at the Closing certificates to that effect dated as of the Closing Date and executed on behalf of the Company by its President or Vice President. (b) All directors of the board of directors of the Company or any of its Subsidiaries whose resignations shall have been requested in writing by the Buyer not less than five days prior to the Closing Date shall have submitted their resignations or been removed from office effective as of the Closing Date. (c) The Buyer shall have received a certification from the Company, dated no more than 30 days prior to the Closing Date and signed by a responsible corporate officer of the Company, that the Company is not, and has not been at any time during the five years preceding the date of such certification, a United States real property holding company, as defined in section 897(c)(2) of the Code. (d) The agreements and other arrangements between, among or involving the Company or any Subsidiary, on the one hand, and the Sellers or any Affiliate of the Sellers (other than the Company and its Subsidiaries), on the other hand, set forth on Schedule 7.1(d) shall have been terminated or amended as indicated on Schedule 7.1(d). (e) Since September 30, 2006, no change, event or occurrence shall have occurred which, individually or in the aggregate, has resulted in, or is reasonably likely to result in, a Material Adverse Effect. (f) If the Buyer complies wi...
