CONDITIONS PRECEDENT TO THE COMPANY'S PERFORMANCE Sample Clauses

The 'Conditions Precedent to the Company's Performance' clause defines specific requirements or events that must be satisfied before the company is obligated to fulfill its contractual duties. Typically, these conditions might include obtaining regulatory approvals, securing financing, or the completion of due diligence by the other party. By establishing clear prerequisites, this clause ensures that the company is not bound to perform until certain critical factors are met, thereby protecting it from undue risk and clarifying the sequence of obligations in the agreement.
CONDITIONS PRECEDENT TO THE COMPANY'S PERFORMANCE. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement are further subject to the satisfaction, at or before the Closing Date, of all of the following conditions, any one or more of which may be waived in writing by the Company:
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CONDITIONS PRECEDENT TO THE COMPANY'S PERFORMANCE. The obligations of the Company to consummate the transactions described herein which are to be consummated on the Closing Date and to perform its other covenants and agreements in accordance with the terms and conditions of this Agreement are subject to the satisfaction, at or before Closing, of each of the conditions set forth in this Section 6.2. The Company may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of any condition shall constitute a waiver by the Company of any of their rights or remedies, at law or in equity, if the Purchaser shall be in default of any of its representations, warranties, agreements or covenants under this Agreement.
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CONDITIONS PRECEDENT TO THE COMPANY'S PERFORMANCE. The obligations of the Company to issue the HEOF Shares for the Subscription and surrender of the Exchange Shares and complete the Closing are subject to the satisfaction, at or before the Closing Date, of all the conditions in this Article Seven. The Company may waive any or all of these conditions in whole or in part without prior notice.
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CONDITIONS PRECEDENT TO THE COMPANY'S PERFORMANCE. The obligations of the Company to issue the Series D Preferred Stock for the exchange and surrender of the Series C Preferred Stock, to issue the additional Series D Preferred Stock in consideration of HEOF agreeing to the Revaluation contemplated by this Agreement and complete the Closing are subject to the satisfaction, at or before the Closing Date, of all the conditions in this Article Seven. The Company may waive any or all of these conditions in whole or in part without prior notice.
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CONDITIONS PRECEDENT TO THE COMPANY'S PERFORMANCE. 6.1. The obligations of the Company pursuant this Agreement are subject to the satisfaction, at any time following the date hereof, of all the conditions set out below. The Company may waive any or all of these conditions, in whole or in part, without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by the Company of any of its other rights or remedies, at law or in equity, if the Employee shall be in default of any of its representations, warranties, or covenants under this Agreement: 6.1.1. All of the conditions precedent set forth in that certain Term Sheet dated May 17, 2004 for a proposed Share Exchange Agreement between Employee and the Company and certain shareholders of the Company (the “Term Sheet”), have been satisfied in full. 6.1.2. The Company and the Company shall have obtained all approvals and consents necessary or required under any applicable law for the consummation of the transactions contemplated under the Term Sheet. 6.1.3. The closing of the transaction contemplated under the Term Sheet, including the final and unconditional purchase of all of the outstanding share capital of the Company by Vyyo Inc. or a subsidiary thereof (the “Purchaser”). 6.1.4. Employee shall have fully discharged and satisfied any and all of his obligations and undertakings towards the Company, whether monetary or otherwise. 6.2. This Agreement shall not become effective until, and shall be deemed to have immediately and automatically come into effect at, such time that the Company notifies the Employee of either (i) the satisfaction of all of the conditions set forth above, (ii) the waiver, by the Company, of all conditions which were not satisfied as of such date. 6.3. In the event that either one of the conditions set out in sub-Sections 6.1.1 through 6.1.4 below is not fulfilled or waived by the Company prior on or to December 31, 2004, or such later date as the Parties hereto shall agree in writing, this Agreement shall cease to have any force or effect and neither party shall have any claim against the other Party arising from this Agreement or the termination thereof as aforesaid, save to the extent that such claims arise out of a failure by a Party to take all reasonable steps in order to procure fulfillment of such conditions.
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Related to CONDITIONS PRECEDENT TO THE COMPANY'S PERFORMANCE

  • CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS The obligation of the Company to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to Closing Date, of the following conditions:

  • Conditions Precedent to Obligation of the Company The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The Buyer shall have executed this Agreement and delivered the same to the Company. b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • Conditions Precedent to the Closing The obligations of each Noteholder to consummate the transactions contemplated by the Transaction Documents are subject to the satisfaction or waiver by the Required Noteholders on the Closing Date of each of the following conditions precedent: (a) The Noteholders or their counsel shall have received a notice of closing (the “Notice of Closing”) in the form of Schedule 7.2(a) at least five Business Days prior to the Closing, or such shorter period as the Company and the Required Noteholders shall agree. (b) The Company shall have duly issued and delivered to such Noteholder or their counsel, in accordance with ARTICLE II, the Amended Notes and New Warrants to be delivered to such Noteholder at the Closing. (c) Each of the Transaction Documents shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of the Required Noteholders. (d) The representations and warranties of the Company set forth in ARTICLE V shall be true and correct as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing (except where any such representation and warranty speaks by its terms as of a different date, in which case it shall be true and correct as of such date), and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (e) The Company shall have performed all obligations required to be performed by it at or prior to the Closing under the Transaction Documents to which it is a party, and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (f) No Default or Event of Default shall have occurred and be continuing. (g) There is not any litigation or proceeding pending or threatened which seeks to restrain or invalidate the transactions contemplated by this Agreement. (h) The Company shall have delivered, or caused to be delivered, to the Noteholders or their counsel, all such other documents and agreements reasonably requested by the Noteholders in connection with the consummation of the transactions contemplated by this Agreement.