Conditions to Obligations of Company and the Shareholders Clause Samples

Conditions to Obligations of Company and the Shareholders. The --------------------------------------------------------- obligations of the Company to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:
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Conditions to Obligations of Company and the Shareholders. The obligation of Company and the Shareholders to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of SOLS set forth in this Agreement (i) that are not qualified by materiality must have been true and correct in all material respects as of the Closing Date, and (ii) that are qualified by materiality must have been true and correct as of the Closing Date; except, in each case, for inaccuracies that would not individually or in the aggregate have a Material Adverse Effect on SOLS. (b) All of the obligations, covenants and agreements with which SOLS is required to comply or that SOLS is required to perform under this Agreement at or prior to the Closing shall have been complied with and performed in all material respects.
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Conditions to Obligations of Company and the Shareholders. The obligations of Company and the Shareholders to close the transactions contemplated by this Agreement are subject to the fulfillment prior to or at the Closing Date of each of the following conditions:
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Conditions to Obligations of Company and the Shareholders. The obligations of Company and the Shareholders consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or satisfaction, at or prior to the Closing, of each of the following conditions (any or all of which may be waived, in whole or in part, by the Shareholders' Representatives, which waiver shall be at the Shareholders' Representatives' sole discretion): (a) The representations and warranties of Buyer contained in ARTICLE IV shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. (b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Buyer shall have delivered, or caused to the delivered: (i) each Employment Agreement duly executed by Buyer; and (ii) the Escrow Agreement, duly executed by Buyer and the Escrow Agent. (iii) a certificate executed by a duly authorized officer of Buyer, dated the Closing Date, stating that each of the representations and warranties of Buyer contained in ARTICLE IV are true and correct in all respects; (iv) a certificate of Buyer’s duly authorized officer, in form reasonably acceptable to the Company, certifying (A) the officers of Buyer authorized to execute and deliver this Agreement and the Transaction Documents for and on behalf of Buyer, and (B) the resolutions duly adopted by Buyer’s governing body authorizing the execution, delivery and performance by Buyer of this Agreement and the Transaction Documents and the consummation by Buyer of the transactions contemplated hereby and thereby; (v) copies of the Organizational Documents of Buyer, recently certified (as applicable); (vi) A closing certificate, dated as of the Closing Date, signed by a duly authorized officer of Buyer certifying as to the full satisfaction of each of the conditions set forth in this Sections 6.01 and 6.03; and (vii) Buyer shall have executed and delivered to the Shareholders’ Representatives a side letter in the fo...
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Conditions to Obligations of Company and the Shareholders. The obligation of Company and the Shareholders to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of TPI set forth in this Agreement (i) that are not qualified by materiality must have been true and correct in all material respects as of the Closing Date, and (ii) that are qualified by materiality must have been true and correct as of the Closing Date; except, in each case, for inaccuracies that would not individually or in the aggregate have a Material Adverse Effect on TPI. (b) All of the obligations, covenants and agreements with which TPI is required to comply or that TPI is required to perform under this Agreement at or prior to the Closing shall have been complied with and performed in all material respects. (c) The documents required to be delivered by TPI pursuant to Section 9.1 above shall have been delivered simultaneously with the Closing.
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Conditions to Obligations of Company and the Shareholders. The --------------------------------------------------------- obligations of Company and the Shareholders to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by Company and the Indemnitor Representative pursuant to Section 13.7(b):
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Related to Conditions to Obligations of Company and the Shareholders

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of the Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions: