Conditions to Each Purchaser’s Obligations. The obligation of each Purchaser to purchase the Purchased Shares are subject to the satisfaction, at or prior to the Closing, of the following conditions, any one or more of which may be waived by such Purchaser: (a) The representations and warranties made by Meta in Section 2(a) hereof shall be true and correct in all material respects at the Closing with the same force and effect as if they had been made as of the date of the Closing, and Meta shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to Closing. (b) At the time of Closing, the sale of the Purchased Shares shall be legally permitted by all laws and regulations to which the Purchasers and Meta are subject. (c) Meta shall have obtained any and all consents, permits, and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement (except for such as properly may be obtained subsequent to the Closing). (d) Each Purchaser or his counsel has had the opportunity to review copies of all corporate documents of Meta as the Purchaser reasonably may have requested. (e) Meta shall have delivered to Purchaser a certificate, executed by an officer of Meta, dated the date of Closing, to the effect that the conditions specified in subparagraphs (a) through (c) of this Section 5 have been satisfied. (f) All corporate and other proceedings in connection with the transactions contemplated at the Closing hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Purchasers, and the Purchasers shall have received all such counterpart originals or certified or other copies of such documents as they reasonably may request.
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Conditions to Each Purchaser’s Obligations. The obligation of each Purchaser to purchase the Purchased Shares are subject to the satisfaction, at or prior to the Closing, of the following conditions, any one or more of which may be waived by such Purchaser:
(a) The representations and warranties made by New Meta in Section 2(a) hereof shall be true and correct in all material respects at the Closing with the same force and effect as if they had been made as of the date of the Closing, and New Meta shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to Closing.
(b) At the time of Closing, the sale of the Purchased Shares shall be legally permitted by all laws and regulations to which the Purchasers and New Meta are subject.
(c) New Meta shall have obtained any and all consents, permits, and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement (except for such as properly may be obtained subsequent to the Closing).
(d) Each Purchaser or his counsel has had the opportunity to review copies of all corporate documents of New Meta as the Purchaser reasonably may have requested.
(e) New Meta shall have delivered to Purchaser a certificate, executed by an officer of New Meta, dated the date of Closing, to the effect that the conditions specified in subparagraphs (a) through (c) of this Section 5 have been satisfied.
(f) All corporate and other proceedings in connection with the transactions contemplated at the Closing hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Purchasers, and the Purchasers shall have received all such counterpart originals or certified or other copies of such documents as they reasonably may request.
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Sources: Subscription Agreement (Telxon Corp)