CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The obligations of the Stockholder to consummate the transactions contemplated by this Agreement are subject to the satisfaction (unless waived by the Stockholder) on or prior to the date hereof of each of the following conditions:
CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The obligations of the Stockholders to effect the Closing under this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions, unless waived in writing by the Stockholders.
CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The obligation of each Stockholder to purchase the Common Stock to be issued to him or her as set forth herein on the Closing Date or, as the case may be, on any Subsequent Closing Date, is subject to the satisfaction on or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the Company and the Parent set forth herein shall be true and correct in all material respects at and as of the Closing Date or, as the case may be, on any Subsequent Closing Date, as though then made, and all covenants of the Company and the Parent set forth herein required to be performed by it at or prior to the Closing or any such Subsequent Closing shall have been performed in all material respects.
(b) The By-laws and Certificate of Incorporation of the Company in effect on the Closing Date shall be substantially in the form of Exhibit D and Exhibit E, respectively, attached hereto.
(c) No preliminary or permanent injunction or order, decree or ruling of any nature shall have been issued by a court or governmental agency of competent jurisdiction, nor shall any statute, rule, regulation or executive order promulgated or enacted by any foreign or United States federal, state or local governmental authority be in effect which would prevent the consummation of the transactions contemplated by this Agreement.
(d) The execution of this Agreement by the parties hereto and the consummation of the transactions contemplated hereby shall not be in violation of any applicable laws or orders, regulations, rulings or requirements of a court, public body or authority by which such parties or their respective properties are bound.
CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The obligations of the Stockholder to consummate the transactions provided for hereby are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Stockholder in accordance with Section 10.6 hereof:
CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The obligations of each Stockholder and the Company under this Agreement to consummate the Merger shall be subject to the condition that no decree, temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction preventing the Stockholders or the Company from performing its obligations under this Agreement shall be in effect; provided, however, that the Stockholders and the Company shall each use all reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any injunction or other order that may be entered. In addition, the obligation of the Company under this Agreement to consummate the Merger shall be subject to the further condition that the Company shall have received the Stockholder Approval.
CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The obligation ------------------------------------------- of each of the Principal Stockholders to sell Principal Stockholder Shares at any Closing is subject to the following conditions:
(i) The representations and warranties of Buyer contained in Article IV shall be true and correct in all material respects on the date thereof.
(ii) All waiting periods under the HSR Act applicable to the exercise of the Xxxxxx Option and the Fund Option shall have expired or have been earlier terminated.
(iii) There shall be no preliminary or permanent injunction or other order by any federal or state court or other agency or body, nor any statute, rule, regulation or order promulgated or enacted by any governmental authority, restricting, preventing, prohibiting or otherwise restraining the exercise of the Xxxxxx Option or the Fund Option.
(iv) The Closing with respect to the other Option shall occur simultaneously with the Closing; provided, this condition shall be deemed satisfied if the reason for the non-occurrence of the Closing of the other Option is the result of any breach of any obligation under this Agreement by the Principal Stockholder which is a party to such other Option. Notwithstanding the foregoing, to the extent any Principal Stockholder Shares are tendered and paid for pursuant to Section 1.04(a) hereof, the conditions of this Section 1.05 shall not apply.
CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The obligations of each Stockholder under this Agreement shall be subject to the condition that no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the Stockholders from tendering the Subject Shares pursuant to the Offer or otherwise performing its obligations under this Agreement shall be in effect; provided, however, that the Stockholders shall use reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any injunction or other order that may be entered.
CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The obligation of the Stockholders to sell the Shares to Parent and to consummate the other transactions contemplated hereby is subject to the satisfaction, on or before the Closing Date, of the following conditions, each of which may be waived by the Stockholders in their sole discretion:
CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The obligations of the Stockholders to consummate the Transactions provided for in this Agreement shall be subject to the satisfaction of each of the following conditions on or before the Closing Date, subject to the right of the Stockholders to waive any one or more of such conditions:
CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The Stockholders’ obligation to sell the Stock and to take the other actions required to be taken by the Stockholders at the Closing is conditional upon receipt by the Stockholders of the Purchase Price Shares at the Closing, receipt of all of the documents required to be delivered pursuant to Article 5 and compliance by the Purchaser with all of the terms of Article 5, unless any such condition shall have been waived by the Stockholders in their sole discretion.
