Conditions Precedent to the Obligations of the Shareholders and the Company. The obligations of the Shareholders and the Company to consummate the Closing under this Agreement are subject to the satisfaction in all material respects or waiver by the Shareholders of each of the following conditions:
Conditions Precedent to the Obligations of the Shareholders and the Company. The obligations of the Shareholders to effect the Closing under this Agreement are subject to the satisfaction of each of the following conditions, unless waived by the Shareholders in writing. Provisions in this Section 7.2 requiring the delivery of documents and certificates to the Shareholders shall be deemed satisfied by the delivery of such materials to the Escrow Agent for later release to Shareholders upon satisfaction of the conditions contained in the Escrow Agreement.
Conditions Precedent to the Obligations of the Shareholders and the Company. The obligations of the Shareholders and the Company to consummate the Transactions under the Sale Documents are expressly subject to the fulfillment of each of the following conditions, unless waived by the Company and the Parent in writing, at or before the Closing:
Conditions Precedent to the Obligations of the Shareholders and the Company. The obligations of the Shareholders and the Company to consummate the Preliminary Closing under this Agreement are subject to the satisfaction in all material respects or waiver by the Shareholders of each of the following conditions: Kori Xxxeement and Plan of Merger//Page 53 62 (a) Accuracy of Representations and Warranties. Except for such changes as are permitted pursuant to Section 3.4 of this Agreement, the representations and warranties of Parent and the Merger Sub contained in this Agreement, in the Parent Disclosure Schedule and in each closing certificate and document delivered by the Parent or the Merger Sub to the Shareholders or the Company pursuant hereto shall be correct in all material respects at and as of the Preliminary Closing Date, as though made at and as of the Preliminary Closing Date, other than such representations and warranties as are specifically made as of another date which shall be correct at and as of such other date; and Parent and the Merger Sub shall have delivered to the Shareholders and the Company a certificate to the effect set forth in this Section.
