Other Conditions to Closing Sample Clauses
Other Conditions to Closing. The obligation of Buyer and Seller to close the Transaction shall be further subject to the satisfaction at or prior to Closing of the conditions precedent set forth in this Paragraph.
Other Conditions to Closing. As of the Closing Date, all requisite ----------------------------- action by the Company's Board of Directors and stockholders shall have been taken pursuant to the Certificate of Incorporation and By-Laws of the Company, and the representations and warranties made by the Company in Section II hereof shall be true and correct when made and as of the Closing Date. SECTION V INDEMNIFICATION ---------------
Other Conditions to Closing. At the Closing:
Other Conditions to Closing. (a) The Merger, this Agreement, and any other transaction contemplated by this Agreement shall have been approved by the Board of Directors of the Company and Parent, as well as the required percentage of the Company and Parent Shareholders.
(b) Parent, Company and the Principal Shareholders, acting through their own management personnel, counsel, accountants or other representatives, as designated by them, shall have completed due diligence concerning the other Party and each Party shall be satisfied in their sole discretion with the results of such due diligence prior to executing the Agreement or within a period of 20 days thereafter. At the end of such 20- day period, if neither Party notifies the other of its failure to be satisfied with the results of such examination and investigation, this condition to Closing shall by its terms be deemed satisfied or waived without further action by the Parties.
(c) As a condition to Closing, the Lock-up Agreement, Donation to Capital Agreement, Cancellation Agreement, Conversion Agreement and Escrow Agreement shall be acceptable to each of the Parties thereto and shall have been approved by the Board of Directors of the Company and Parent.
(d) Notwithstanding the foregoing Sections 3.1 and 3.2 or any other provision of this Agreement, the following shall be considered to have the written approval of both the Company and Parent: (i) any transaction or other matter described in this Agreement, and (ii) a bridge financing undertaken by Parent on terms approved by the Board of Directors of Parent
Other Conditions to Closing. The obligation of Strategic, Management LLC and Partnership to close the Transaction shall be further subject to the satisfaction at or prior to Closing of the conditions precedent set forth in Sections 9.1 and 9.2 below.
Other Conditions to Closing. It shall be a further condition of Purchaser's obligation to close hereunder (which condition may be waived by Purchaser) as follows:
(a) Seller shall have performed all covenants and obligations undertaken by Seller herein in all material respects.
(b) Seller shall have delivered to Purchaser all of the documents provided herein for said delivery.
Other Conditions to Closing. 25 9.7 Approvals and Permits not a Condition to Purchaser's Performance.........................................25 10. Brokerage.............................................................25 11. Risk of Casualty and Condemnation Pending Closing.....................26
Other Conditions to Closing. (a) Section 9.1(g) of the Purchase Agreement is hereby is hereby amended and restated in its entirety to read as follows:
Other Conditions to Closing. In addition to the foregoing, the Exchange shall be subject to usual and customary conditions for a transaction of this type, as well as other conditions acceptable to the Requisite Holders and the Company.
Other Conditions to Closing. 2.2.1 As soon as practicable following the Closing, the Company undertakes to execute and deliver such other instruments and certificates as may be necessary to implement the provisions of this Agreement.
2.2.2 No order, injunction or decree issued by any court or agency of competent jurisdiction or other law preventing or making illegal the consummation of the transactions contemplated by this Exchange Agreement shall be in effect