Common use of Conditions Precedent to Pubco's Obligations Clause in Contracts

Conditions Precedent to Pubco's Obligations. The obligations of Pubco to consummate the transaction contemplated herein are subject to the fulfillment, prior to or at the Closing, of all conditions elsewhere herein set forth, including, but not limited to, its receipt of all deliveries required by Section 3 herein, and fulfillment, prior to the Closing, of each of the following conditions: 9.1.1 SmartGate's representations, warranties and covenants contained in this Agreement shall be materially true at the time of Closing as though such representations, warranties and covenants were made at such time. 9.1.2 SmartGate and the SmartGate Shareholders shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by each prior to or at the Closing. 9.1.3 The SmartGate Shareholders acquiring Pubco Stock will be required, at Closing, to submit to Pubco an investment letter (the "Investment Letter") in substantially the form as Exhibit A confirming to Pubco (if true) the information provided therein, including that all the Pubco Stock received will be acquired for investment and not with a view to, or for sale in connection with, any distribution thereof. Neither the foregoing provision nor anything in the Investment Letter shall prohibit the registration of those shares at any time following the Closing.