Conditions to the Seller’s Obligation. In addition to any other conditions set forth in this Agreement, the Seller’s obligation to consummate the Closing is subject to the timely satisfaction of each and every one of the conditions and requirements set forth in this Section 5.2, all of which shall be conditions precedent to the Seller’s obligations under this Agreement.
Conditions to the Seller’s Obligation. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment of the following conditions at or prior to the Closing:
(a) The representations and warranties set forth in Article 7 which are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects and the representations and warranties set forth in Article 7 which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects, in each case at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties;
(b) Buyer shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing;
(c) On or prior to the Closing Date, Buyer shall have delivered to the Seller, each of the following:
(i) a certificate duly executed by an officer of Buyer, in form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, stating that the preconditions specified in Sections 3.03(a) and 3.03(b) have been satisfied (the “Buyer Closing Certificate”);
(ii) the resolutions of the Buyer’s board of directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Ancillary Agreements and approving the consummation of the transactions contemplated hereby and thereby; and
(iii) certificate of the secretary of state of the jurisdiction in which Buyer was formed, dated as of a date within five Business Days of the Closing and stating that Buyer is in good standing in such jurisdiction.
(d) Buyer shall have extended an offer of employment (“Transfer Offer”) to each of the Business Employees, and shall have executed and delivered the Transfer Offers, which shall be in full force and effect no later than January 1, 2014, to the Seller; and
(e) Buyer shall have executed and delivered to the Seller each of the Ancillary Agreements to which it is a party. Any condition specified in this Section 3.03 may be waived by the Seller; provided that no such waiver shall be effective against the Seller unless it is set forth in a writing executed by the Seller or unless the Seller consummates the transactions contemplated by this Agreement without the fulfillment of such condition.
Conditions to the Seller’s Obligation. The obligation of the Seller to sell and deliver the 781,250 Ordinary Shares in the Company to the Purchaser is subject to the satisfaction of the following conditions as of the Closing Date:
(a) the representations and warranties of the Purchaser made in this Agreement shall be true and correct in all respects, as of the Closing Date;
(b) the Purchaser shall have delivered to the Seller the first installment of the Purchase Price.
Conditions to the Seller’s Obligation. The obligation of the Seller hereunder to issue and sell the Securities to Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Seller's sole benefit and may be waived by the Seller at any time in its sole discretion:
a. Buyer shall have executed this Agreement, and delivered the same to the Seller.
b. Buyer shall have delivered and the Purchase Price shall have been received in accordance with Section 1 and paid at a Closing.
c. The representations and warranties of Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Buyer at or prior to the Closing Date.
d. No undisclosed litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
Conditions to the Seller’s Obligation. The obligation of the Seller to close on the sale of the Purchased Assets is subject to the fulfillment prior to the Closing of each of the following conditions:
Conditions to the Seller’s Obligation. The obligation of the Seller to sell and deliver the Securities to each of the Buyers is subject to the satisfaction (or waiver by the Seller) of the following conditions as of the Closing Date:
4.1. the Buyers shall have purchased Bridge Notes pursuant to the Note Purchase Agreement;
4.2. the representations and warranties of the Buyers made in this Agreement shall be true and correct in all respects, as of the date hereof and as of the Closing Date as though then made;
4.3. the Buyers shall have delivered the Purchase Price to the Seller as contemplated by Section 2.2 above;
4.4. the Major Holders shall have obtained all consents and waivers necessary to effect the transactions contemplated in this Agreement (including, without limitation, all waivers with respect to Section 5 of the Stockholder Agreement); and
4.5. there shall be no pending or threatened claims, actions, litigation or administrative, regulatory or governmental investigations or proceedings against either Seller or the Buyers with respect to enjoining or preventing the Closing or which might otherwise restrain, prohibit or invalidate any portion of this Agreement.
Conditions to the Seller’s Obligation. The Seller’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver on or prior to the Closing Date of the following conditions:
(a) the representations and warranties of the Buyer set forth in Sections 4.1 and 4.2 of this Agreement shall be true and correct in all respects as of the Effective Date and as of the Closing as though made as of the Closing;
(b) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Buyer shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing;
(c) no Legal Proceeding shall be pending or threatened in writing against the Buyer wherein an unfavorable judgment, order, decree, stipulation or injunction could reasonably be expected to prevent consummation of the transactions contemplated by this Agreement;
(d) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Sections 8.2(a) through 8.2(c) is satisfied in all respects;
(e) all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated and the Florida Office of Insurance Regulation shall have approved the consummation of the transactions contemplated by this Agreement;
(f) the Buyer shall have made arrangements reasonably for insurance policies reasonably similar to Seller’s existing policies to replace coverages under existing Seller corporate group policies that will cease as of the Closing; and
(g) the Buyer shall have paid the Estimated Purchase Price to the Seller.
Conditions to the Seller’s Obligation. The Sellers’ obligation to effect the Closing shall be subject to the fulfillment (or express written waiver by the Main Sellers), at or prior to the Closing, of each of the following conditions:
Conditions to the Seller’s Obligation. The Seller’s and Shareholders’ obligation to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (it being understood that each such condition is solely for the benefit of the Seller and the Shareholders’ and may be waived in writing by the Seller and the Shareholders, without notice, liability or obligation of any Person):
(a) the representations and warranties of the Purchaser set forth in Article IV above shall be true and correct in all material respects at and as of the Agreement Date and as of the Closing Date, except to the extent that such representations and warranties are qualified by a standard of materiality, in which case such representations and warranties shall be true and correct in all respects giving effect to such standard at and as of the Agreement Date and as of the Closing Date (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty must have been true and correct in all material respects as of such date);
(b) the Purchaser shall have performed and complied with all of its covenants in the Transaction Documents in all material respects required to be performed on or prior to the Closing;
(c) the Purchaser shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Sections 6.3(a) and (b) is satisfied in all respects; and
(d) the Purchaser shall have delivered or caused to be delivered to the Seller each of the items that Section 2.7 requires it to deliver.
Conditions to the Seller’s Obligation. The obligation of the Seller to sell and deliver the Security to the Purchaser is subject to the satisfaction (or waiver by the Seller) of the following conditions as of each of the Closing Dates:
(a) the representations and warranties of the Purchaser made in this Agreement shall be true and correct in all respects, as of the date hereof and as of each of such Closing Date as though then made; and
(b) the Purchaser shall have delivered to the Seller the Purchase Price due on such Closing Date and, on the First Closing Date and the Second Closing Date, a new note representing the Security as contemplated by Section 2(b) above.
