Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part in its sole discretion):
Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the Transactions are subject to the satisfaction (or waiver by Purchaser) of the following additional conditions as of the Closing Date:
Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby shall also be subject to the satisfaction or waiver of each of the following conditions:
Additional Conditions to Obligations of Purchaser. The obligations of PURCHASER to consummate the transactions contemplated by this AGREEMENT are subject to the satisfaction, at or prior to the CLOSING, of each of the following conditions precedent, any one or more of which may be waived by PURCHASER:
Additional Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby, and in particular the Arrangement, is subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:
Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of the additional condition that (i) the representations and warranties of Sellers contained in this Agreement shall be true and correct as of the Closing Date with the same force and effect as if made as of the Closing Date (other than such representations and warranties as are made as of another date, which shall have been true and correct as of such other date), with only such exceptions as, individually or in the aggregate, have not had Material Adverse Effect (disregarding each exception or qualification therein relating to materiality and Material Adverse Effect), (ii) the covenants and agreements contained in this Agreement to be complied with by Sellers on or before the Closing shall have been complied with in all material respects, and (iii) Purchaser shall have received a certificate from Sellers' Representative, on behalf of Sellers, to such effect (relating to Sellers). Further, the obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the additional conditions that (x) there shall not have occurred any material adverse change (taken together with all other developments) since the date of this Agreement that would have a Material Adverse Effect, (y) the Securities specified on Schedule I hereto shall consist of at least 6,650,000 shares of Common Stock, and (z) the Securities specified on Schedule I hereto shall constitute at least a majority of the issued and outstanding Commonwealth Options, at least a majority of the issued and outstanding ComVest Warrants, and at least a majority of the issued and outstanding Unit Purchase Options.
Additional Conditions to Obligations of Purchaser. The obligation of Purchaser to purchase and pay for the Shares at the Initial Closing or any Unassigned Assets at any Subsequent Closing shall be subject to the satisfaction (or waiver by Purchaser) at or prior to that Closing of each of the following conditions:
Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the purchase and sale of the Shares and Preferred Shares contemplated hereby shall be further subject to the satisfaction of the additional conditions that (a) the representations and warranties of the Company in the Merger Agreement and of the Shareholders in this Agreement that are qualified as to materiality shall have been true and correct and such representations and warranties that are not so qualified shall have been true and correct in all material respects, in each case as of the date of this Agreement, except in the case of any representation and warranty that speaks as of a particular date, which shall be true and correct or true and correct in all material respects, as applicable, as of such date, (b) the Company shall have performed in all material respects its material obligations, and complied in all material respects with its material covenants and agreements, under the Merger Agreement, (c) the Shareholders shall have performed in all material respects each of the covenants of the Shareholders contained herein to be performed by them at or before the Closing, (d) the Merger Agreement shall not have been terminated pursuant to Section 9.01 thereof, (e) CompuCom shall have completed its examination of the financial condition, properties and business of the Company and such examination shall not have revealed the existence of any fact, matter, claim (whether existing prior to the date of the Merger Agreement or arising after the date thereof) or circumstance not previously disclosed by the Company to CompuCom which, in CompuCom's judgment materially and adversely affects the Company including, without limitation, (i) that the Company's business has been conducted other than in the ordinary course from July 1, 1997 to the Closing, (ii) that since such date, the Company has increased the compensation of its employees except in the ordinary course of business consistent with past practices, (iii) that since such date, the Company has paid dividends in excess of $110,000 to its shareholders or (iv) that since such date, the Company increased its indebtedness for borrowed money or paid bonuses to its employees except in the ordinary course of business consistent with past practices, (f) at least five days prior to the Closing, the Company shall have entered into agreements with each of Xxxx Xxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xx Xxxxxxx, Xxxx Patch, Xxxx Xxxxxxx and Xxx XxXxxxxxx, to whom it has severance ...
Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to effect the transactions contemplated by Article I are also subject to the satisfaction, or waiver by Purchaser, at the Closing of the following conditions:
Additional Conditions to Obligations of Purchaser. The obligations of Purchaser to effect the Closing are also subject to the following conditions (any one or more of which may be waived by Purchaser, but only in a writing signed by Purchaser):
