Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the Acquisition is subject to the satisfaction or waiver by the Buyer of the following conditions:
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate this Transaction is subject to satisfaction of the following conditions:
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval and there shall be no dissenting Target Shares; (ii) the Target shall have procured all of the third party consents specified in ss.5(b) above, if any; (iii) the representations and warranties set forth in ss.3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) the Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) there shall not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) the Target shall have delivered to the Buyer a certificate of affidavit to the effect that each of the conditions specified above in ss.6(a)(i)-(v) is satisfied in all material respects; (vii) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval, and Buyer shall have complied, in all respects, with the Securities Act, the Securities Exchange Act, and applicable Nevada Law; (viii)the Buyer Shares that will be issued in the Merger to the existing Target shareholders shall be validly issued under law, fully paid, non-assessable "restricted shares" as that term is defined under the Securities Act; (ix) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Buyer's President (Kirk J. Girrbach) xxx xxx Xxxxx xxxxxxxxx xxxxxxxx to Kirk J. Girrbach 100,000 xxx-xxxxxxxx xxxxxx xx xxxxxy tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (x) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Buyer's Executive Vice President (Gene Farmer) and the Buyer requiring xxxxxxxx xo Gene Farmer 100,000 non-diluting shxxxx xx xxxely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (xi) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Douglas A. Stepelton and xxx Xxxxx xxx...
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the purchase and sale of the Shares is also subject to the fulfillment or written waiver by the Buyer prior to the Closing of each of the following conditions:
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (A) the representations and warranties of Seller set forth in Section 3 shall be true and correct in all material respects at and as of the Closing Date; (B) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would: (1) prevent consummation of any of the transactions contemplated by this Agreement, (2) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (3) make any of the representations or warranties set forth in Section 3, not true or not correct; and (C) all actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior to the Closing.
Conditions to Obligation of the Buyer. Except as may be waived in writing by the Buyer, the obligations of the Buyer hereunder are subject to the fulfillment at or prior to the Closing of each of the following conditions:
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Transfer is subject to satisfaction of the following conditions:
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions is subject to satisfaction of the following contingencies, and Buyer shall have a 10 day period after signing this agreement to approve the following contingencies. Contingencies shall be deemed approved if not disapproved in writing.
Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct at and as of the Closing Date (except for representations and warranties that expressly speak only as of a specific date which need only be true and correct as of such date) except for such failures of representations and warranties to be true and correct (without giving effect to any materiality qualification or standard contained in any such representations and warranties) which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Affect; (ii) the Seller Entities shall have performed and complied in all material respects with all of the covenants of the Seller Entities hereunder that are required to be performed or complied with prior to the Closing; (iii) the Seller Entities shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 6(a)(i) and (ii) is satisfied in all respects; (iv) no action, suit, or proceeding (other than any action, suit or proceeding to which Section 5(b) refers or relates, or any Shared Claim) shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent or materially delay consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) materially and adversely affect the right of the Buyer to own the Company Shares and to control the Company, or (D) materially and adversely affect the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Parties and the Company shall have received all of the authorizations, consents, and approvals of third parties as set forth in Exhibit D (collectively, the “Requisite Consents”); provided, however, that the foregoing condition to the obligation of the Buyer shall not apply to any failure to obtain any such authorization, consent or approval that arises from the Buyer’s breach of any representation, warranty or ...
