Conditions to Xxxxxx’x Obligations. The obligations of Xxxxxx to transfer any Transferred Property on the applicable Delivery Date shall be subject to the satisfaction of, or waiver by Xxxxxx of, the conditions set forth in Schedule 3, Part 1 hereto.
Conditions to Xxxxxx’x Obligations. The obligations of Baxter contained in Sections 4, 5 and 6 above shall be subject to the compliance by the Company of all of its obligations hereunder.
Conditions to Xxxxxx’x Obligations. The obligation of Xxxxxxx to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by Shivers prior to or at the Closing of each of the following conditions:
(a) Except as set forth in the following sentence, the representations and warranties of Parent set forth in Article III of this Agreement (other than Section 3.20(f)) or in any agreement or certificate delivered pursuant to the provisions hereof or in connection with the Transactions shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Business Material Adverse Effect as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Business Material Adverse Effect, as of such earlier date), except for (A) changes expressly contemplated by this Agreement, or permitted under Section 5.2, or (B) where such failures to be true and correct, individually or in the aggregate, have not resulted in and would not reasonably be expected to result in a Business Material Adverse Effect or Parent Material Adverse Effect. The representations and warranties of Parent contained in Section 3.2 (other than the penultimate sentence of Section 3.2(c)), Sections 3.20(b), 3.20(c), 3.20(d) and 3.20(e) and the Parent Tax Opinion Representations shall be true and correct in all respects at and as of the Closing Date as if made at and as of such time. Xxxxxxx shall have received a certificate dated as of the Closing Date signed on behalf of Parent by an appropriate officer of Parent to such effect.
(b) Parent shall have performed in all material respects each obligation and agreement to be performed by it, and shall have complied in all material respects with each covenant required by this Agreement to be complied with by it at or prior to the Closing, and Xxxxxxx shall have received a certificate dated as of the Closing Date, signed on behalf of Parent by an appropriate officer of Parent to such effect.
(c) Prior to or at the Closing, Parent shall have delivered to Xxxxxxx or Xxxxx Xxxxx LLP, as applicable, the items to be delivered pursuant to Section 2.3.
(d) There shall not have occurred, between the date hereof and the Closing, (i) any change in applicable Tax Laws or (ii) any material cha...
Conditions to Xxxxxx’x Obligations. The obligations of Xxxxxx to effect the transactions contemplated by this Agreement are conditioned upon satisfaction, at or prior to the Closing, of the following conditions:
Conditions to Xxxxxx’x Obligations. 16 Section 5.02. Conditions to WEST’s Obligations 16 ARTICLE VI SURVIVAL; LIABILITY LIMITATIONS; INDEMNIFICATION 16 Section 6.01. Survival and Liability Limitations 16 Section 6.02. Indemnification by Xxxxxx 17 Section 6.03. Indemnification by WEST 17 Section 6.04. Notice, Etc 18 Section 6.05. Indemnification by WEST 19 Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.
Conditions to Xxxxxx’x Obligations. The obligations of Xxxxxx under this Agreement, including, without limitation, the obligation to consummate and effect the Merger shall be subject to satisfaction of the following conditions, unless waived by Xxxxxx:
(a) SFBC and Sub 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 SFBC and Sub 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 date.
(c) All consents, approvals and authorizations required to be obtained by SFBC, Sub and Xxxxxx in connection with the Merger, including all approvals by and clearances from all governmental authorities, have been obtained.
(d) SFBC and Sub shall deliver to the Xxxxxx shareholders a certificate dated the Closing Date in form and substance satisfactory to Xxxxxx to the effect that all of the above conditions have been met.
(e) Xxxxxx and the Shareholders shall have received from counsel to SFBC and Sub an opinion covering the matters contained on Exhibit E which is reasonably acceptable to Xxxxxx.
Conditions to Xxxxxx’x Obligations. The obligations of Xxxxxxx Group to consummate the closing of the transactions contemplated hereby are subject to the satisfaction or waiver, on or prior to the Closing Date, of each of the following conditions:
Conditions to Xxxxxx’x Obligations. The obligations of Mercer under this Agreement to purchase the Assets and to consummate the other transactions contemplated hereby shall be subject to the satisfaction (or waiver by Mercer) on or prior to the Closing Date of all of the following conditions:
Conditions to Xxxxxx’x Obligations. Xxxxxx'x agreements set forth in ------------------------------------- Section 1 hereof are conditioned upon the prior satisfaction on or prior to the Effective Date (as hereinafter defined) of the following conditions precedent:
2.1 The execution and delivery by the Company of an Indemnity Agreement in substantially the form of Exhibit A attached hereto and made a part hereof.
2.2 In settlement of the remaining obligations owed Xxxxxx under the Employment Agreement the extension of the exercise and expiration dates of all of his existing stock options to purchase 1,003,029 shares ("Option Shares") of the Company's common stock ("Common Stock") to the seventh anniversary of the Effective Date.
2.3 The receipt by Xxxxxx of $1,500,000 in net proceeds from the sale of shares of Common Stock owned by Xxxxxx at a price of $3.00 per share in one or more transactions which will not be required to be aggregated with sales made by Xxxxxx pursuant to Rule 144 (as the same may be in effect from time to time, "Rule 144") promulgated under the Securities Act of 1933, as amended (the "Securities Act").
2.4 American Equities LLC and Corporate Financial Enterprises, Inc. (collectively, the "Investors") shall execute and deliver (i) the amendment to the terms of that certain Lock-Up Agreement dated as of January 24, 2000 attached hereto as Exhibit B and (ii) the legally binding Term Sheet attached hereto as Exhibit C.
2.5 At or prior to the Effective Date, the Company shall deliver to Xxxxxx an executed copy of an opinion of counsel to the Company in the form attached hereto as Exhibit D.
2.6 Each of the Investors shall execute and deliver to Xxxxxx a General Release in the Form attached hereto as Exhibit E.
2.7 The Company and Xxxxxx shall enter into the Registration Rights Agreement set forth as Exhibit F attached hereto.
2.8 The Voting Agreement dated October 8, 1999 by and between Xxxxxx and Xxxx and Xxxxxxxxx Xxxxx shall have been terminated.
2.9 Xxxx Xxxxx and Xxxxxx shall have executed and delivered to each other a General Release in the form attached hereto as Exhibit G.
Conditions to Xxxxxx’x Obligations under this Agreement. The obligations of Xxxxxx hereunder shall be subject to satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by Xxxxxx pursuant to Section 7.03 hereof:
