Additional Conditions to Obligations of Continuing Holders Sample Clauses

Additional Conditions to Obligations of Continuing Holders. The obligations of each Continuing Holder to consummate the transactions contemplated to occur at the Closing shall be subject to the fulfillment, at or prior to the Closing, of the following conditions unless waived by such Continuing Holder: (a) Each of the Investor Stockholder and SII shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing, and each of the Investor Stockholder and SII shall have performed in all material respects its agreements contained in the Merger Agreement required to be performed on or prior to the Effective Time (except for those agreements which are not capable of being performed until after the Closing). (b) The representations and warranties of SII and the Investor Stockholder set forth in this Agreement shall be true in all material respects as of the date of this Agreement and as of the Closing as if made as of such time, and the representations and warranties of the Investor Stockholder and SII set forth in the Merger Agreement shall be true in all material respects as of the date of the Merger Agreement and as of the Closing as if made as of such time.