CONDITIONS PRECEDENT TO THE STOCKHOLDERS' OBLIGATIONS Sample Clauses

The "Conditions Precedent to the Stockholders' Obligations" clause defines specific requirements that must be satisfied before the stockholders are legally required to fulfill their obligations under an agreement. Typically, these conditions might include the completion of due diligence, receipt of necessary regulatory approvals, or the fulfillment of certain representations and warranties by the other party. By setting out these prerequisites, the clause ensures that stockholders are only bound to proceed once key risks have been addressed and essential steps have been completed, thereby protecting their interests and providing a clear framework for when their obligations become enforceable.
CONDITIONS PRECEDENT TO THE STOCKHOLDERS' OBLIGATIONS. Each of the agreements of the Company and the Stockholders to be performed by it or each of them at the Closing pursuant to this Agreement shall be subject to the fulfillment of each of the following conditions, any one or more of which may be waived, in whole or in part, in writing, by the Stockholders as appropriate:
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CONDITIONS PRECEDENT TO THE STOCKHOLDERS' OBLIGATIONS. Section 9.1 Representations and Warranties of Buyer to be True 24 Section 9.2 Authority 24 Section 9.3 Officers' Certificate of Buyer 24 Section 9.4 Opinion of Buyer's Counsel 24 Section 9.5 The Buyer Has Complied with Covenants 25
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CONDITIONS PRECEDENT TO THE STOCKHOLDERS' OBLIGATIONS. The obligations of the Stockholders to consummate the transactions contemplated hereby are subject to satisfaction (or written waiver) at or prior to the Closing of the following conditions: (a) The Acquiring Investors each shall have performed and complied in all material respects with the agreements and covenants contained herein to be performed by them on or prior to the Closing Date. (b) The Company shall have proffered to the Stockholders the Recapitalization Consideration pursuant to the terms of Section 2.1 above. (c) The representations and warranties of Acquiring Investors contained herein shall be true and correct in all material respects as of the date of this Agreement; provided that this condition shall be deemed satisfied unless such failures to be true and correct, individually or in the aggregate, result in a Material Adverse Effect. (d) The Company shall have received certificates from the Acquiring Investors and the Company, dated as of the Closing Date and signed by two officers from each of the Acquiring Investors and the Company, certifying the fulfillment by such Parties of the conditions set forth in this Section 5.3 (the "Compliance Certificates").
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CONDITIONS PRECEDENT TO THE STOCKHOLDERS' OBLIGATIONS. The obligation of the Stockholder to sell the Shares at the Closing are subject to the following conditions precedent, any or all of which may be waived by the Stockholder, in its sole discretion, and each of which the Buyer shall use commercially reasonable efforts to satisfy at or prior to the Closing.
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CONDITIONS PRECEDENT TO THE STOCKHOLDERS' OBLIGATIONS. Section 9.1 Representations and Warranties of Buyer to be True 24 Section 9.2 Authority 24 Section 9.3 Officers' Certificate of Buyer 24 Section 9.4 Opinion of Buyer's Counsel 24 Section 9.5 The Buyer Has Complied with Covenants 25 Section 9.6 No Litigation 25 Section 9.7 Consents Obtained 25 Section 9.8 Legal Review 25 Section 9.9 D & O Policy 25 Section 9.10 Employment Agreements; Option Agreements 25 Section 9.11 Stockholders' Agreements; Resultant Corporate Structure 25 Section 9.12 Buyer's Board of Directors; Schedule 14F Disclosures 26 Section 9.13 Tax Opinion 26 Section 9.14 Lockup Agreements 26 Section 9.15 Assignment Agreement between YTB Travel & Cruises, Inc. and YTB Travel Network 26 Subsidiary Section 9.16 Series B Convertible Preferred Stock 26
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CONDITIONS PRECEDENT TO THE STOCKHOLDERS' OBLIGATIONS 
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Related to CONDITIONS PRECEDENT TO THE STOCKHOLDERS' OBLIGATIONS

  • Conditions Precedent to the Seller’s Obligations The obligation of the Seller to consummate the transfer of the Asset as contemplated by this Agreement on the Closing Date is subject to the satisfaction (or waiver by the Seller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Buyer shall have made (or caused to have been made) all of the deliveries required to be made by the Buyer under SECTION 7.1. (e) The Seller shall have received evidence that the Franchise Agreement has been terminated. (f) Simultaneously with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

  • Conditions Precedent to Buyer’s Obligations Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • Conditions Precedent to Purchaser’s Obligations Purchaser's obligations to perform this Agreement and consummate the transactions contemplated hereby is subject to the satisfaction (or waiver by Purchaser), on or before the Closing Date, of each of the following conditions precedent:

  • 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: