Conditions to the Obligations of the Stockholders. The obligations of the Stockholders to consummate the transactions contemplated hereby are subject to the fulfillment at or prior to the Closing of the following conditions, any or all of which may be waived, in writing, in whole or in part by the Stockholders' Representative to the extent permitted by applicable law:
(a) Buyer shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in SECTION 2.1(c) that are reasonably deemed necessary by the Stockholders, upon advice of counsel, to consummate the transactions contemplated hereby;
(b) the representations and warranties of Buyer set forth in SECTION 2.1 shall be true and correct in all material respects (except for representations qualified by materiality or Material Adverse Effect which shall be correct in all respects) as of the Closing, with the same force and effect as if made on and as of the Closing;
(c) Buyer shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing;
(d) Buyer shall have delivered to the Company a certificate substantially in the form of attached EXHIBIT D, to the effect that each of the conditions specified in SECTION 4.1 and SECTION 4.2(a), (b), (c) and (e) are satisfied in all respects;
(e) no action, suit or proceeding shall be pending or threatened before any governmental entity or authority wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation;
(f) all necessary filings with regulatory authorities shall have been made and all waiting periods shall have expired; and
(g) all actions to be taken by Buyer in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company and its counsel.
Conditions to the Obligations of the Stockholders. The obligations of the Stockholders to consummate the Preference Exchange are subject to the satisfaction, or if, permitted by applicable Law, waiver by the Stockholders of the following conditions:
(a) the conditions set forth in Section 8.01 of this Agreement;
(b) the conditions set forth in paragraphs (e) and (f) of Section 8.02; and
(c) the conditions set forth in paragraphs (a) (other than clause (iii)), (c) and (d) of Section 8.03.
Conditions to the Obligations of the Stockholders. The obligations of the Stockholders to perform their obligations set forth below on the Closing Date are subject to the satisfaction or waiver in writing, on or before the Closing Date, of the conditions to the obligations of the Stockholders to be performed at the closing of the transactions contemplated by the Stock Purchase Agreement.
Conditions to the Obligations of the Stockholders. The Stockholders’ obligation to consummate the Transactions is subject to the satisfaction (or waiver by the Stockholders Representative), on or prior to the Closing, of the condition that the Buyer shall have delivered to the Stockholders the Purchase Price in accordance with Section 2.2 above and any other documents required by Section 3.3 above.
Conditions to the Obligations of the Stockholders. The obligations of the Stockholders under this Agreement are subject, at the option of the Stockholder, to the following conditions:
Conditions to the Obligations of the Stockholders. The obligations of the Stockholders to complete the transactions contemplated hereby will be subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by the Stockholder Representative:
Conditions to the Obligations of the Stockholders. Each and every obligation of the Stockholders under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Stockholders' Representative:
Conditions to the Obligations of the Stockholders. The obligations of the Stockholders to consummate the transactions contemplated hereby are subject to the satisfaction of the following further conditions, any or all of which may be waived, in whole or in part, to the extent permitted by this Agreement and by applicable law:
(a) AirNet shall have performed in all material respects their respective agreements and covenants required by this Agreement to be performed by them at or prior to the Closing Date; the representations and warranties of AirNet contained in this Agreement and in any certificate or other writing delivered by AirNet pursuant hereto, disregarding any qualifications contained therein with respect to materiality or AirNet Material Adverse Effect, shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such time, and the Company shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of AirNet to the foregoing effect;
(b) no court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, materially restraining or prohibiting the consummation of the transactions contemplated by this Agreement or the effective operation of the business of AirNet after the Closing Date;
Conditions to the Obligations of the Stockholders. All obligations of the Stockholders to consummate the Contemplated Transactions hereunder are subject to the fulfillment (or waiver by the Stockholders) on or prior to the Closing of each of the following further conditions:
Conditions to the Obligations of the Stockholders. The obligation of the Stockholders to effect the Exchange is also subject to the satisfaction or waiver by the Stockholders at or prior to the First Closing Date of the following conditions:
(a) Conditions to Obligations of Technest. The Conditions set forth in Section 7.3 of this Agreement.
