CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of the Shareholder to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by the Shareholder:
CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of the Shareholder to consummate the transactions provided for hereby are subject, in the discretion of the Shareholder, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Shareholder and the Company:
CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of ------------------------------------------- the Shareholders and the Company to effect the Merger pursuant to this Agreement shall, at the option of the Shareholders, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) There shall have been no material breach by the Buyer or Mergerco in the performance of any of their covenants and agreements herein; each of the representations and warranties of the Buyer and Mergerco contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), in each case, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Shareholders or any transaction contemplated by this Agreement; and there shall have been delivered to the Shareholders a certificate to such effect, dated the Closing Date and signed on behalf of the Buyer by the President or any Vice President of the Buyer and Mergerco, respectively, in addition to the other deliveries specified in Section 3.3. -----------
(b) The waiting period under the HSR Act shall have expired or been terminated, and no action, suit or proceeding by any Governmental Body shall have been instituted and remain in effect to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby.
(c) There shall not be in effect any Court Order or Requirement of Law restraining or prohibiting the legality or the validity of the transactions contemplated hereby.
(d) The parties shall have received all approvals and actions of or by all Governmental Bodies necessary to consummate the transactions contemplated hereby, which are required to be obtained prior to the Closing by applicable Requirements of Laws.
(e) The conditions to the obligations of the Shareholders set forth in Article VIII of the Xxxxxxx Acquisition Agreement and the Emson -----------...
CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of the Shareholder under this Agreement, (including, without limitation, the obligation to consummate and effect the share exchange) shall be subject to satisfaction of the following conditions, unless waived by the Shareholders:
(a) The Company shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing Date.
(b) All of the representations and warranties of the Company herein shall have been true and correct in all material respects when made, shall have continued to have been true and correct in all material respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing Date as though made on, as of, and with reference to such Closing Date.
CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligation of each of the Shareholders to sell their respective shares of Earth Biofuels to the Company, and to acquire the shares of Company Common Stock at the Closing is subject to the fulfillment of the following conditions, any of which may be waived by the Shareholders:
(i) At the Closing, the Company shall deliver or cause to be delivered to the Shareholders, this Agreement duly executed by the Company;
(ii) At the Closing, the Company shall deliver or cause to be delivered to Xx. Xxxxxxx, a copy of the Company’s written instructions to its transfer agent, Colonial Stock Transfer Company, Inc.(the “Transfer Agent”), directing the Transfer Agent to issue to Xx. Xxxxxxx (or his designees) an aggregate of 600,000 shares of Company Common Stock;
(iii) At the Closing, the Company shall deliver or cause to be delivered to Xx. Xxxxxxxxx, a copy of the Company’s written instructions to its Transfer Agent, directing the Transfer Agent to issue to Xx. Xxxxxxxxx (or his designees) an aggregate of 3,240,000 shares of Company Common Stock;
(iv) At the Closing, the Company shall deliver or cause to be delivered to Xx. Xxxxxxx, a copy of the Company’s written instructions to its Transfer Agent, directing the Transfer Agent to issue to Xx. Xxxxxxx (or his designees) an aggregate of 1,080,000 shares of Company Common Stock;
(v) At the Closing, the Company shall deliver or cause to be delivered to Xx. Xxxxx, a copy of the Company’s written instructions to its Transfer Agent, directing the Transfer Agent to issue to Xx. Xxxxx (or his designees) an aggregate of 1,080,000 shares of Company Common Stock; and
(vi) All representations and warranties of the Company contained herein shall be true and correct in all material respects.
CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of the Shareholders to consummate the transactions contemplated herein shall be subject to the satisfaction or waiver, on or before the Closing Date, of each of the following conditions:
CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of the Shareholder under this Agreement to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction (or waiver by the party entitled to performance) on or prior to the Closing Date of all of the following conditions:
CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of the Shareholder to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date:
(a) The representations and warranties set forth in Article IV hereof will be true and correct in all material respects at and as of the Closing Date, except that any such representation or warranty made as of a specified date (other than the Closing Date) shall only need to have been true on and as of such date.
(b) Buyer shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing.
(c) (d) Intentionally omitted
CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of the Shareholders under this Agreement, (including, without limitation, the obligation to consummate and effect the Share Exchange) shall be subject to satisfaction of the following conditions, unless waived by the Shareholders:
(a) The Company shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing Date.
(b) The Share Exchange shall have been consummated as described in this Agreement hereof or as may be reasonably requested by the Shareholders prior to closing.
(c) All of the representations and warranties of the Company herein shall have been true and correct in all material respects when made, shall have continued to have been true and correct in all material respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing Date as though made on, as of, and with reference to such Closing Date.
(d) The Shareholders shall have caused ECG to have delivered to the Company audited financial statements and other financial data required by Regulation S-X (17 CFR pt 210) and Regulation S-X (17 CFR pt 239) of the Securities Act of 1933 (Securities Act) (15 USC §§77a–77aa) that is required to be included in the Current Report on Form 8-K which the Company is required to file in connection with the Share Exchange.
CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligation of LHF and the Shareholders to consummate the transactions contemplated herein shall be subject to the fulfillment, at or prior to the Closing, of all of the conditions set forth below in this Article VIII. LHF and the Shareholders may, by written notice, waive any or all of these conditions in whole or in part without prior notice, provided, however, that no such waiver shall constitute a waiver by LHF or the Shareholders of any other right or remedy if Olympic shall be in default of any of its representations, warranties or covenants under this Agreement.
