Common use of Stockholders' Conditions Clause in Contracts

Stockholders' Conditions. The obligation of the Corporation and the Stockholders to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver, if permissible under applicable Legal Requirements) of the following conditions: (a) Each of the representations and warranties of the Buyer set forth in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except where the failure or failures to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Buyer shall have performed in all material respects all obligations and complied with all covenants required to be performed by it under this Agreement at or prior to the Closing. (c) The Buyer shall have delivered to the Stockholders a certificate certifying the matters set forth in Sections 7.3(a) and (b) executed by a duly authorized officer of the Buyer.

Stockholders' Conditions. The obligation of the Corporation and the Stockholders to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver, if permissible under applicable Legal Requirements) of the following conditions: (a) Each of the representations and warranties of the Buyer set forth in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except where the failure or failures to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Buyer shall have performed in all material respects all obligations and complied with all covenants required to be performed by it under this Agreement at or prior to the Closing. (c) The Buyer shall have delivered to the Stockholders a certificate certifying the matters set forth in Sections 7.3(a) and (b7.3(b) executed by a duly authorized officer of the Buyer.

Stockholders' Conditions. The obligation of the Corporation ED and the Stockholders to consummate the transactions contemplated by this Agreement any Closing shall be subject to the satisfaction (or waiver, if permissible under applicable Legal Requirements) of the following conditions: (a) Each of the representations and warranties of the Buyer Company set forth in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, Agreement shall be true and correct in all material respects, in each case as of (i) the date of this Agreement and as of (ii) the Closing Date Closing, as though made on and as of the Closing DateClosing, except for representations and warranties that are made as of the date of this Agreement (which shall be true and correct as of the date of this Agreement) and except where the failure or failures to be true and correct would not, individually or not in the aggregate, aggregate reasonably be expected to have a Material Adverse Effectmaterially and adversely affect the Stockholders. (b) The Buyer Company shall have performed in all material respects all obligations and complied with all covenants required to be performed by it under this Agreement at or prior to the Closing. (c) The Buyer shall have delivered to the Stockholders a certificate certifying the matters set forth in Sections 7.3(a) and (b) executed by a duly authorized officer of the Buyer.

Stockholders' Conditions. The obligation of the Corporation ED and the Stockholders to consummate the transactions contemplated by this Agreement any Closing shall be subject to the satisfaction (or waiver, if permissible under applicable Legal Requirements) of the following conditions: (a) Each of the representations and warranties of the Buyer Company set forth in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, Agreement shall be true and correct in all material respects, in each case as of (i) the date of this Agreement and as of (ii) the Closing Date Closing, as though made on and as of the Closing DateClosing, except for representations and warranties that are made as of the date of this Agreement (which shall be true and correct as of the date of this Agreement) and except where the failure or failures to be true and correct would not, individually or not in the aggregate, aggregate reasonably be expected to have a Material Adverse Effectmaterially and adversely affect the Stockholders. (b) The Buyer Company shall have performed in all material respects all obligations and complied with all covenants required to be performed by it under this Agreement at or prior to the Closing. (c) The Buyer Company shall have delivered to the Stockholders a certificate certifying the matters set forth in Sections 7.3(a8.3(a) and (b) executed by a duly authorized officer of the BuyerCompany.