SHAREHOLDERS' CONDITIONS Sample Clauses

SHAREHOLDERS' CONDITIONS. The obligations of the Shareholders to complete the Transaction will be subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions precedent: (a) the representations and warranties of the Purchaser made in Section 4.3 will be true and correct in all material respects at Closing and with the same effect as if made at and as of Closing, and the Shareholders will have received a certificate executed by the Purchaser certifying that the representations and warranties of the Purchaser set forth in Section 4.3 are true and correct as at the Closing Date;‌ (b) the Purchaser will have performed and complied with all the obligations, covenants and agreements to be performed and complied with by the Purchaser under this Agreement; (c) if and as required by Applicable Law or by any applicable stock exchange, approval of the Transaction by the shareholders of the Purchaser; (d) approval of the Transaction by any applicable stock exchange; (e) no Material Adverse Effect will have occurred with respect to the Purchaser; (f) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be in effect prohibiting the Transaction and no action or proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; (g) no inquiry or investigation (whether formal or informal) in relation to the Transaction, the Purchaser or its directors or officers will have been commenced or threatened by any applicable stock exchange or any Governmental Authority, such that the outcome of such inquiry or investigation could have a Material Adverse Effect on the Purchaser after giving effect to the Transaction; and (h) the Company will have received from the Purchaser the documentation set forth in Section 3.6. The conditions set forth in this Section 3.2 are for the exclusive benefit of the Shareholders and may be waived by the Shareholders in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, the completion of the Transaction by the Shareholders will not prejudice or affect in any way the rights of the Shareholders in respect of the representations and warranties of the Purchaser in this Agreement, and the representations and warranties of the Purchaser in this Agreement will survive the Closing for the applicable period set out in Section 4.4.

SHAREHOLDERS' CONDITIONS. The obligation of the Shareholders to transfer the Shares as contemplated hereby is, at the option of the Shareholders, subject to the satisfaction on or before the Closing Date of the conditions set forth below, any of which may be waived by the Shareholders in writing; provided, however, the Shareholders' election to proceed with the closing of the transactions contemplated hereby shall not be deemed a waiver of any breach of any representation, warranty or covenant herein and such action shall not prejudice the Shareholders' rights to recover damages for any breach.

SHAREHOLDERS' CONDITIONS. The obligation of the Shareholder to transfer the Shares as contemplated hereby is subject to the satisfaction on or before the Closing Date of the conditions set forth below, any of which may be waived by the Shareholder in writing; provided, however, the Shareholder’s election to proceed with the Closing shall not be deemed a waiver of any breach of any representation, warranty or covenant herein and such action shall not prejudice the Shareholder’s rights to recover Damages for any breach.

SHAREHOLDERS' CONDITIONS. 38 8.1 Representations, Warranties and Covenants................38 8.2

SHAREHOLDERS' CONDITIONS. The obligation of the Shareholders to consummate the transactions contemplated by this Agreement is, at the option of the Shareholders, subject to the satisfaction on or before the Closing Date of the conditions set forth below, any of which may be waived by the Shareholders in writing; provided, however, the Shareholders' election to proceed with the Closing shall not be deemed a waiver of any breach of any representation, warranty or covenant herein and such action shall not prejudice the Shareholders' rights to recover damages for any breach.

SHAREHOLDERS' CONDITIONS. The obligations of the Shareholders under this Agreement are, at their option, subject to the fulfillment of the following conditions prior to or on the Closing Date:

SHAREHOLDERS' CONDITIONS. The obligation of Shareholders to sell, transfer and assign the Subject Shares to Purchaser hereunder is subject to the satisfaction of the following conditions as of the Closing: (i) the representations and warranties of Purchaser in Section 8 shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made at and as of such date; (ii) Purchaser shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; (iii) Purchaser shall have obtained any and all consents, Permits, approvals, registrations and waivers necessary or appropriate for consummation of the transactions contemplated herein; (iv) Shareholders will receive certificates, dated the Closing Date and signed by a duly authorized officer of Purchaser, that each of the conditions set forth in this Section 6(a) have been satisfied after results of the required audit. (v) Shareholders shall have received from the Companies and the Purchaser copies of the duly executed Employment Agreement. (vi) Purchaser shall have (A) notified in writing Mxxxxxx Owing that his base salary will be increased to up to $120,000 per annum, (B) reserved for future issuance up to 100,000 shares of Boxlight Class A Common Stock for issuance to designated Qwizdom employees (excluding the Shareholders and Sxxxxxx), and (C) provided to the Shareholders written evidence of the foregoing.