Conditions to the Obligations of the Vendors Sample Clauses

Conditions to the Obligations of the Vendors. Notwithstanding anything herein contained, the obligations of the Vendors to complete the transactions provided for herein will be subject to the fulfilment of the following conditions at or prior to the Closing Time, and the Purchaser will use its best efforts to ensure that such conditions are fulfilled.
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Conditions to the Obligations of the Vendors. The obligation of the Vendors and the Principals to complete the transactions contemplated by this Agreement are subject to the following conditions being fulfilled or performed at or before the Closing Time provided that the Vendors may, in their sole discretion, waive any of such conditions:
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Conditions to the Obligations of the Vendors. The obligations of the Vendors to complete the transactions contemplated by this Agreement and the obligations of the Vendors under this Agreement shall be subject to the fulfillment on or before Closing Date of the following conditions:
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Conditions to the Obligations of the Vendors. The obligations of the Vendors to consummate the Contemplated Transactions are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by the Representative on behalf of the Vendors, on or prior to the Closing Date, of each of the following further conditions:
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Conditions to the Obligations of the Vendors. The Vendors shall not be obligated to complete the sale of the Purchased Shares herein provided for unless on the Closing Date each of the following conditions shall have been satisfied: (i) there shall have been performed or complied with, in all respects, all of the Purchaser’s obligations, covenants and agreements under this Agreement and any Ancillary Agreement to which it is a party, each and every one of which is hereby declared to be a separate condition to the closing of the said transaction; (ii) all of the representations and warranties of the Purchaser made pursuant to this Agreement and the Ancillary Agreements shall be true and correct as of the Closing Date, the truth and correctness of each such representation and warranty is hereby declared to be a separate condition to the closing of the said transaction; (iii) there shall have been delivered to the Vendors, in scope, form and terms satisfactory to the Vendors and their counsel, the following: (a) certified copies of: (i) the constating documents and by-laws of the Purchaser; and (ii) all resolutions of the board of directors of the Purchaser approving the transactions contemplated hereby; (b) a certificate of compliance of the Purchaser; (c) an incumbency certificate for the Purchaser; (d) a certificate of the Purchaser dated the Closing Date as to compliance with the conditions precedent set forth in subsections (i) and (ii) of this Section 9.02; (e) a duly executed shareholders agreement in respect of the Corporation substantially in the form attached hereto as Exhibit “C”; (f) a duly executed employment agreement between the Corporation and ▇▇▇▇ substantially in the form attached hereto as Exhibit “D”;
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Conditions to the Obligations of the Vendors. The Vendors shall not be obligated to complete the sale of the Purchased Shares herein provided for unless on the Closing Date each of the following conditions shall have been satisfied: (i) there shall have been performed or complied with, in all respects, all of the Purchaser’s obligations, covenants and agreements under this Agreement and any Ancillary Agreement to which it is a party, each and every one of which is hereby declared to be a separate condition to the closing of the said transaction; (ii) all of the representations and warranties of the Purchaser made pursuant to this Agreement and the Ancillary Agreements shall be true and correct as of the Closing Date, the truth and correctness of each such representation and warranty is hereby declared to be a separate condition to the closing of the said transaction; (iii) there shall have been delivered to the Vendors, in scope, form and terms satisfactory to the Vendors and their counsel, the following: (a) certified copies of: (i) the constating documents and by-laws of the Purchaser; and
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Related to Conditions to the Obligations of the Vendors

  • Conditions to the Obligations of the Buyer Each and every obligation of the Buyer under this Agreement shall be subject to the satisfaction by the Seller and the Company, on or before the Closing Date, of each of the following conditions unless waived in writing by the Buyer:

  • Conditions to the Obligations of the Purchasers The obligation of each of the Purchasers to purchase Shares at the Closing is subject to the fulfillment, or the waiver by such Purchaser, of each of the following conditions on or before the Closing:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser to purchase any Notes will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company in Section 1 of this Agreement as of the date of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that (i) such certificate shall also relate to the Time of Sale Prospectus and (ii) references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the Terms Agreement), (ii) the opinion of counsel for the Company, dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and Closing Date, to the effect set forth in Section 5(e); and (c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

  • Conditions to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions: