CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS. The obligations of the Shareholders is subject to the fulfillment of the following conditions at or prior to the Closing Date:
CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS. The obligations of the Shareholders to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Shareholders acting together:
CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS. Each and every obligation of the Shareholders under this Agreement to be performed on or prior to the Closing shall be subject to the satisfaction on or prior to the Closing of each of the following conditions, any of which conditions may be waived in writing by the Shareholders, but such waiver shall not waive any representation, warranty, or covenant of Buyer:
CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS. The obligation of the Shareholders to effect the Closing is subject to the satisfaction (or waiver by the Shareholders) prior to the Closing, of the following conditions:
CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS. The obligation of the Shareholders to effect the Acquisition shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, any or all of which may be waived in whole or in part in writing by the Shareholders:
CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS. The obligations of the Shareholders hereunder are subject to the conditions that:
CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS. The obligations of the Shareholders to sell the Shares to DSI are subject to the satisfaction at or prior to the Closing Date of the following conditions and the receipt of the following documents:
9.2.1 the representations and warranties of DSSI and DSI contained in this Agreement shall be true and correct, except to the extent that the aggregate of all breaches thereof would not have a Material Adverse Effect on DSSI or DSI, as of the date hereof and at and as of the Closing Date with the same effect as if made at and as of the Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date and, in any event, subject to the foregoing Material Adverse Effect qualification), and at the Closing DSSI and DSI shall have delivered to the Shareholders a certificate to that effect executed by an officer of DSSI and DSI, respectively;
9.2.2 each of the material covenants and obligations of DSI and DSSI to be performed at or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Closing Date and, at the Closing, DSSI and DSI shall have delivered to the Shareholders a certificate to that effect executed by an officer of DSSI and DSI; all the documents to be delivered by DSSI or DSI pursuant to Article 3 hereof shall be in a form and substance satisfactory to the Shareholders, and shall have been delivered to the Shareholders;
9.2.3 the Shareholders shall have received the opinion of legal counsel to DSI in a form reasonably satisfactory to the Shareholders;
9.2.4 the Shareholders shall have received the opinion of legal counsel to DSSI in a form reasonably satisfactory to the Shareholders;
9.2.5 the consents of any Governmental Entity necessary to consummate the transactions contemplated hereby and to continue to operate the businesses of DSI after the Closing Date in all material respects as they were operated prior thereto and as they are presently contemplated to be conducted in the future shall have been given, obtained or complied with, as applicable, and such consents or approvals shall be in form and substance reasonably satisfactory to the Shareholders; and
9.2.6 The Israeli tax authorities shall have issued a ruling (the "Pre-Ruling") to the effect that the receipt of the DSI Shares by the Shareholders will not be treated as being ...
CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS. The obligations of the Shareholders to consummate the Preference Exchange are subject to the satisfaction, or if, permitted by applicable Law, waiver by the Shareholders of the following conditions:
(a) the conditions set forth in Section 8.01 of this Agreement;
(b) the conditions set forth in paragraphs (e), (g) and (n) of Section 8.02;
(c) the conditions set forth in paragraphs (a) (other than subparagraph (iii)) and (d) of Section 8.03; and
(d) the Company shall have executed and delivered the Employment Agreement with Georxx X. Xxxxxx xxx shall have entered into a consulting services agreement with John X. Xxxx xxxtaining the terms set forth in the term sheet annexed hereto as EXHIBIT E.
CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS. Each and every obligation of the Shareholders under this Agreement shall be subject to the satisfaction, on or prior to the
CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS. Unless waived in writing by the Shareholders (to the extent permitted by applicable Law), the obligation of the Shareholders to consummate the Transactions contemplated by this Agreement are subject to the satisfaction of each of the following conditions:
(a) the representations and warranties of the Purchaser, contained in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if made on such date (except for those representations and warranties that address matters only as of a particular date, in which case if they are qualified by materiality, shall be true and accurate in all respects as of such particular date and if they are not so qualified shall be true and accurate in all material respects as of such particular date);
(b) the Purchaser shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing;
(c) the Shareholders shall have received the closing deliveries set forth in Section 2.7; and
(d) the Shareholders shall have received a certificate from the Purchaser certifying the satisfaction of the conditions set forth in Sections 7.3(a)-(b) and signed by a duly authorized officer thereof, substantially in the form attached as Exhibit K hereto.
