CLOSING CONDITIONS OF THE SHAREHOLDERS Sample Clauses

The 'Closing Conditions of the Shareholders' clause defines the specific requirements and obligations that shareholders must fulfill before a transaction, such as a merger or acquisition, can be finalized. These conditions may include delivering necessary documents, obtaining regulatory approvals, or ensuring that certain representations and warranties remain true up to the closing date. By clearly outlining these prerequisites, the clause ensures that all parties are aligned on what must occur before the deal is completed, thereby reducing the risk of disputes and facilitating a smooth closing process.
CLOSING CONDITIONS OF THE SHAREHOLDERS. The Shareholders’ obligations to affect the Closing and consummate the Exchange are subject to the satisfaction of each of the following conditions:
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CLOSING CONDITIONS OF THE SHAREHOLDERS. 23 7.1 Accuracy of Representations and Warranties..........................23 Page
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Related to CLOSING CONDITIONS OF THE SHAREHOLDERS

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Conditions Precedent to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act; (e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to B▇▇▇▇▇▇▇▇ the B▇▇▇▇▇▇▇▇ Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement; (f) Parent shall have executed and delivered to L▇▇▇▇ ▇▇▇▇▇▇ and B▇▇▇▇▇▇▇▇ the Parent Stockholders Agreement and the Investor Rights Agreement; (g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and (h) Purchaser shall have delivered, or caused to be delivered, to the Sellers: (i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing; (ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby; (iii) the certificates described in Section 9.2(a) and 9.2(b); and (iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by the Seller;

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.