CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The respective obligations of the Company and the Stockholders to consummate the Contemplated Transactions are subject to the fulfillment at or prior to the Closing of each of the following additional conditions, any or all of which may be waived in writing in whole or in part by the Company and the Stockholders’ Agent to the extent permitted by applicable Law:
(a) The representations and warranties of the Buyer contained herein qualified as to materiality shall be true and correct in all respects and those not so qualified shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though such representations and warranties were made at and as of such date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date).
(b) The Buyer shall have performed or complied with in all material respects all agreements, covenants and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing.
(c) Since the date of this Agreement, there shall not have been any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Buyer Material Adverse Effect.
(d) The Buyer shall have delivered to the Stockholders’ Agent a certificate, dated the Closing Date, signed by an executive officer of the Buyer, certifying as to the fulfillment of the conditions specified in Section 7.3(a), Section 7.3(b) and Section 7.3(c).
(e) All of the Buyer Consents shall have been obtained.
(f) All proceedings of the Buyer that are required in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance to the Company and its counsel, shall have received such evidence of any such proceedings, good standing certificates, organizational and governing documents, certified in a secretary’s certificate as is customary in transactions such as this one.
CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Company and each Stockholder with respect to actions to be taken by them at or before the Closing and the actions to be taken on the IPO Closing Date are subject to the satisfaction, or the written waiver by the Company on behalf of itself and each Stockholder pursuant to Section 11.05 on or before the date of the Closing of, in addition to the conditions specified in Section 7.02 (a) or 7.02 (b), as applicable, (i) all the conditions set forth in Section 7.01 (b), if any, and (ii) all the following conditions:
CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Company and the Stockholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing of each of the following conditions, any or all of which may be waived in whole or in part by the Stockholder Representative to the extent permitted by applicable Law:
CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Stockholders and the Company under this Agreement to effect the Merger and take the other actions contemplated at the Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, each of which may be waived by the Stockholders and the Company as provided herein except as otherwise provided by law:
CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Company and each Stockholder with respect to actions to be taken by them at or before the Closing Date and the actions to be taken on the Closing Date are subject to the satisfaction, or the waiver by the Company on behalf of itself and each Stockholder pursuant to Section 10.04 on or before the Closing Date, of (a) all the conditions set forth in Schedule 5.02, if any, and (b) the condition that all the representations and warranties of ARS in Article III shall be true and correct as of the Closing Date as though made at that time.
CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligation of the Company and the Stockholders to consummate this Agreement is subject to the satisfaction at the Closing, or waiver by the Company in writing, in whole or in part, of each of the following conditions:
CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Company and the Stockholders to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by the Company or the Stockholders Representative, as applicable:
CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Company and the Stockholders under this Agreement are subject, at the option of the Company and the Stockholders, to the following conditions:
CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligations of the Company and each Stockholder under this Agreement to close this transaction are subject, at the option of the Company and the Stockholders, to the following conditions:
CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. The obligation of the Company and the Stockholders to consummate this Agreement is subject to the satisfaction at the Closing, or waiver by the Company in writing, in whole or in part, of each of the following conditions:
(a) The IPO shall have been completed at the same time, and appropriate measures shall have been adopted and shall be in place to ensure that the Stockholders shall receive out of the proceeds of the IPO all cash to which they will become entitled as of the Effective Time. 41 42 (b) Each of the Additional Mergers shall have been completed at the same time as the Merger, and there shall have occurred no event (or series of events, whether or not related) with respect to any Additional Company that (i) constitutes a failure of a closing condition set forth in the applicable Additional Merger Agreement such that, in the reasonable judgment of Provant, Provant is not contractually obligated to consummate the applicable Additional Merger, and (ii) has resulted in a material adverse change between the date hereof and the date of the Closing in the financial condition, assets, liabilities, earnings, business, or business prospects of the applicable Additional Company.
