Common use of HALO's Conditions to Closing Clause in Contracts

HALO's Conditions to Closing. The obligation of HALO to complete the ------------------------------- transactions contemplated in this Agreement is subject to the following terms and conditions for the exclusive benefit of HALO, to be fulfilled or performed at or prior to the Time of Closing or waived in whole or in part by HALO at its sole discretion without prejudice to any rights the Principals may otherwise have: 6.1.1. HALO shall have received from the Principals signed Investor Questionnaires that are completed to the satisfaction of HALO; 6.1.2. HALO shall have filed it Form 10KSB with audited financial statements for the year ended December 31, 2002, all of which have been certified in accordance with the SEC requirements by Michael C. Woodman, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇tive officer, and Kathryn William, as ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇cial officer; 6.1.3. The Principals shall resign effective at the Time of Closing; 6.1.4. Michael C. Woodman sh▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ corporation, 637459 British Columbia Ltd. to tender at least 56,400 shares of the common stock of HALO in connection with the NLR Compromise Agreement to be offered pursuant to Section 3.3 of this Agreement; 6.1.5. The representations and warranties of the Principals contained in this Agreement shall be true and correct in all material respects at the Time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time; and 6.1.6. A majority of HALO's board of directors, not including the Principals, shall have ratified and approved this Agreement.

HALO's Conditions to Closing. The obligation of HALO to complete the ------------------------------- transactions contemplated in this Agreement is subject to the following terms and conditions for the exclusive benefit of HALO, to be fulfilled or performed at or prior to the Time of Closing or waived in whole or in part by HALO at its sole discretion without prejudice to any rights the Principals may otherwise have: 6.1.1. HALO shall have received from the Principals signed Investor Questionnaires that are completed to the satisfaction of HALO; 6.1.2. HALO shall have filed it Form 10KSB with audited financial statements for the year ended December 31, 2002, all of which have been certified in accordance with the SEC requirements by Michael C. Woodman, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as principal executive officer, and ▇▇▇▇▇▇▇ ▇▇▇▇▇tive officer, and Kathryn William▇▇, as ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇cial principal financial officer; 6.1.3. The Principals shall resign effective at the Time of Closing; 6.1.4. Michael C. Woodman sh▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall have caused his corporation, 637459 British Columbia Ltd. to tender at least 56,400 shares of the common stock of HALO in connection with the NLR Compromise Agreement to be offered pursuant to Section 3.3 of this Agreement; 6.1.5. The representations and warranties of the Principals contained in this Agreement shall be true and correct in all material respects at the Time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time; and 6.1.6. A majority of HALO's board of directors, not including the Principals, shall have ratified and approved this Agreement.