Condition to Obligations of the Seller Sample Clauses
The "Condition to Obligations of the Seller" clause defines specific requirements or events that must be satisfied before the seller is legally required to fulfill their obligations under an agreement. Typically, these conditions might include the buyer obtaining necessary regulatory approvals, securing financing, or the absence of material adverse changes affecting the transaction. By setting out these prerequisites, the clause protects the seller from being bound to perform if certain key conditions are not met, thereby managing risk and ensuring that the seller only proceeds when all agreed-upon criteria are satisfied.
Condition to Obligations of the Seller. The obligation of the Seller to consummate the Securities Purchase is also subject to the fulfillment, or written waiver by the Seller, prior to the Closing, of the following conditions:
Condition to Obligations of the Seller. The obligations -------------------------------------- of each Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of the following conditions:
(a) the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date;
(b) the covenants and agreements contained in this Agreement to be complied with by the Purchaser at or prior to the Closing shall have been complied with in all materials respects;
(c) the Registration Rights Agreement shall have been duly executed and delivered to each Seller by the Purchaser; and
(d) the board of directors of PRI shall have authorized, and any other necessary corporate action shall have been taken by PRI to cause, the issuance, as of the Closing, of nonqualified stock options to purchase shares of PRI Common to those Sellers listed on Schedule 6.2, in the respective amounts ------------ listed on Schedule 6.2 (the "PRI Options"). Such PRI Options shall be at an ------------ exercise price equal to the last reported sale price of the PRI Common as reported by the Nasdaq National Market on the Closing Date, and shall otherwise
Condition to Obligations of the Seller. The obligations of Seller to consummate the Closing are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by Seller):
Condition to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of the following conditions: (a) the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date; (b) the covenants and agreements contained in this Agreement to be complied with by the Purchaser at or prior to the Closing shall have been complied with in all material respects; and (c) Seller shall have received a certificate from the Purchaser as to the accuracy of (a) and (b).