Common use of Conditions to Contributor's Obligations Clause in Contracts

Conditions to Contributor's Obligations. The obligations of Contributors to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions at, or prior to, the Closing, unless Contributors waive in writing prior to the Closing any such condition: (i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) Tornier shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or non-U.S. jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and