Conditions to the Obligations of Buyer and Merger Sub. The obligation of Buyer and Merger Sub to consummate and effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by Buyer:
Conditions to the Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to complete the Merger are subject to the fulfillment of each of the following conditions, any one or more of which may be waived by Buyer:
Conditions to the Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to consummate and effect the Merger and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by Buyer or Merger Sub:
Conditions to the Obligations of Buyer and Merger Sub. The obligation of Buyer and Merger Sub to effect the Merger is also subject to the satisfaction (or waiver in writing if permissible under applicable Law), at or prior to the Effective Time, of the following conditions:
Conditions to the Obligations of Buyer and Merger Sub. The obligation of Buyer and the Merger Sub to consummate the Merger is subject to the satisfaction of the further condition that, Target shall have delivered to Buyer true and complete copies of its audited balance sheet, audited statement of operations and retained earnings, audited statement of cash flows and audited statement of changes in stockholders' equity, together with notes thereto, for the fiscal years ended December 31, 1995, 1996 and 1997, which shall be audited by and accompanied by a report of Amper Politiziner & Xxxxxx, certified public accountants containing an undertaking to consent in the future of the use by Buyer or its Affiliates, in documents filed pursuant to the Securities Act or the Exchange Act, of all required financial statements of Target audited by such auditors and the auditor's reports with respect to such financial statements.
Conditions to the Obligations of Buyer and Merger Sub. The respective obligations of Buyer and Merger Sub to effect the Merger are subject to the satisfaction or waiver (to the extent permitted by applicable Law) on or prior to the Closing Date of the following further conditions: (i) the Company shall have duly performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of the Company contained in Section 3.10(a) shall be true and correct in all respects at and as of the Effective Time with the same effect as if made at and as of the Effective Time; the representations of the Company contained in Section 3.3, Section 3.4, and Section 3.24 (disregarding all qualifications and exceptions regarding materiality or Company Material Adverse Effect) shall be true and correct in all material respects at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and all other representations and warranties of the Company contained in this Agreement or in any other document delivered pursuant hereto (disregarding all qualifications and exceptions regarding materiality or Company Material Adverse Effect) shall be true and correct in all respects (except to the extent that any breaches thereof, whether individually or in the aggregate, would not have a Company Material Adverse Effect) at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and (iii) at the Closing, Buyer and Merger Sub shall have received a certificate signed on behalf of the Company by an executive officer of the Company to the foregoing effect.
