Common use of Closing Condition Clause in Contracts

Closing Condition. Notwithstanding anything in this Agreement to the contrary, Parent shall be under no obligation to issue and sell to the Investor any Shares unless (a) the Investor is an employee of Parent or one of its Subsidiaries on the Closing Date; (b) the representations of the Investor contained in Annex II hereof are true and correct in all material respects as of the Closing Date; and (c) the Investor is not in breach of any agreement, obligation or covenant herein required to be performed or observed by the Investor on or prior to the Closing Date.