The Company’s Conditions of Closing. The obligation of the Company to sell its Shares shall be subject to and conditioned upon the satisfaction (or waiver by the Company) at the Closing of each of the following conditions: (A) All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to the performed or satisfied by the Closing Date pursuant to the terms of this Agreement. (B) Buyer shall have effected payment of the Purchase Amount in accordance with Section 1.3 of this Agreement and according to the bank wire information stipulated in Section 2.17, by providing the Company a bank confirmation of the wire. (C) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; and (D) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. (E) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (F) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on the Company.
Appears in 3 contracts
Samples: Stock Purchase Agreement (China VoIP & Digital Telecom Inc.), Stock Purchase Agreement (China VoIP & Digital Telecom Inc.), Stock Purchase Agreement (China VoIP & Digital Telecom Inc.)
The Company’s Conditions of Closing. The obligation of the Company to sell its the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by the The Company) at the Closing of each of the following conditions:
(A) All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to the performed or satisfied by the Closing Date pursuant to the terms of this Agreement.
(B) Buyer shall have effected payment of the Purchase Amount Price in accordance with Section 1.3 of this Agreement and according to the bank wire information stipulated in Section 2.17, by providing the Company a bank confirmation of the wireAgreement.
(C) Resolutions of its Board of Directors authorizing execution of this Agreement The approval and all consents from third parties and governmental agencies required to consummate the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; andhereby shall have been obtained.
(D) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby.
(E) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby.
(FE) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on the Company.
(F) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of Buyer.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Master Distribution Systems, Inc.), Stock Purchase Agreement (Master Distribution Systems, Inc.)
The Company’s Conditions of Closing. The obligation of the Company to sell its the IGW Shares shall be subject to and conditioned upon the satisfaction (or waiver by the The Company) at the Closing of each of the following conditions:
(A) All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to the performed or satisfied by the Closing Date pursuant to the terms of this Agreement.
(B) Buyer shall have effected payment of the Purchase Amount Price in accordance with Section 1.3 of this Agreement and according to the bank wire information stipulated in Section 2.17, by providing the Company a bank confirmation of the wireAgreement.
(C) Resolutions of its Board of Directors authorizing execution of this Agreement The approval and all consents from third parties and governmental agencies required to consummate the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; andhereby shall have been obtained.
(D) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby.
(E) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby.
(FE) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on the Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (Master Distribution Systems, Inc.)
The Company’s Conditions of Closing. The obligation of the Company to sell its the IGW Shares shall be subject to and conditioned upon the satisfaction (or waiver by the The Company) at the Closing of each of the following conditions:
(A) All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to the performed or satisfied by the Closing Date pursuant to the terms of this Agreement.
(B) Buyer shall have effected payment of the Purchase Amount Price in accordance with Section 1.3 of this Agreement and according to the bank wire information stipulated in Section 2.17, by providing the Company a bank confirmation of the wireAgreement.
(C) Resolutions of its Board of Directors authorizing execution of this Agreement The approval and all consents from third parties and governmental agencies required to consummate the execution, performance and delivery of all agreements, documents and transactions contemplated hereby; andhereby shall have been obtained.
(D) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby.
(E) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby.
(FE) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on the Company.
(G) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of Buyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Master Distribution Systems, Inc.)