CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to consummate the Contemplated Transactions is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hi Tech Pharmacal Co Inc), Asset Purchase Agreement (Hi Tech Pharmacal Co Inc)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Purchased Assets, assume the Assumed Liabilities, and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in accordance with Section 9.5):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Jaco Electronics Inc), Asset Purchase Agreement (Sagamore Holdings Inc)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to consummate purchase the Contemplated Transactions Purchased Assets and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Petro River Oil Corp.), Asset Purchase Agreement (Petro River Oil Corp.)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Transferred Shares and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 2 contracts
Samples: Stock Purchase Agreement (Commodore Minerals Inc), Stock Purchase Agreement (Redhand International Inc)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Shares and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in accordance with Section 7.16):
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cayenta Inc), Stock Purchase Agreement (Titan Corp)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to consummate take the Contemplated Transactions actions required to be taken by them at Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 1 contract
Samples: Asset Purchase Agreement (Intercloud Systems, Inc.)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to consummate purchase the Contemplated Transactions Interest and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s obligation to consummate purchase the Contemplated Transactions Shares and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in accordance with Section 7.12):
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to consummate purchase the Contemplated Transactions Product Assets and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part, in writing):
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Purchased Interests and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Us 1 Industries Inc)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to consummate purchase the Contemplated Transactions Sale Assets and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 1 contract
Samples: Asset Purchase Agreement (Ez Em Inc)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to consummate purchase the Contemplated Transactions Specified Assets and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):, in writing): 5.1
Appears in 1 contract
Samples: Asset Purchase Agreement (Emergent BioSolutions Inc.)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s obligation to consummate purchase the Contemplated Transactions Shares and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):, in accordance with Section 10.12).
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Shares and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part, in accordance with Section 10.12(b)):
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Shares and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):of
Appears in 1 contract
Samples: Stock Purchase Agreement (Requisite Technology Inc /Co)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Shares and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in writing):
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Purchased Assets and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):, in writing);
Appears in 1 contract
Samples: Asset Purchase Agreement (Alliance Pharmaceutical Corp)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s The obligation of Purchaser to consummate pay the Purchase Price to the Seller at the Closing and to take the other actions required to be taken by Purchaser at the Closing to complete the Contemplated Transactions is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 1 contract
Samples: Stock Purchase Agreement (Amalgamated Specialty Group Holdings, Inc.)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Sale Shares and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in accordance with Section 10.10):
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Asia Online LTD)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to consummate effect the Contemplated Transactions Closing and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation 's obligations to consummate the Contemplated Transactions is Merger and to take the other actions required to be taken by Purchaser at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intermagnetics General Corp)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s 's obligation to consummate acquire the Contemplated Transactions Stock and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation The obligations of Purchaser to consummate purchase the Contemplated Transactions is Shares and to proceed with the Closing are subject to the satisfaction, satisfaction (or waiver in writing by Purchaser) at or prior to the Closing, Closing of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):conditions:
Appears in 1 contract
Samples: Stock Purchase Agreement (Oro Spanish Broadcasting Inc)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Sale Shares and to take the other actions required to be taken by the Purchaser at the Closing is subject to the its reasonable satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in accordance with Section 10.11):
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Asia Online LTD)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s obligation to consummate purchase the Contemplated Transactions Assets and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in accordance with Section 11.10):
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Surgical Systems Inc)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to consummate purchase the Contemplated Transactions is Purchased Assets, and to take the other actions required to be taken by it at the Closing, are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to consummate purchase Sellers’ right, title, and interest in and to the Contemplated Transactions Specified Assets and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (it being understood that (i) any one or more of which the following conditions may be waived by Purchaser, in whole or in part, and (ii) by proceeding with the Closing, Purchaser will be deemed to have waived any of such conditions that remain unsatisfied):
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s The obligation of Purchaser to consummate cause the Contemplated Transactions Share Purchase to be consummated is subject to the satisfactionsatisfaction (or waiver by Purchaser), at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):conditions:
Appears in 1 contract
Samples: Share Purchase Agreement (Ebay Inc)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Sale Shares and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in accordance with Section 10.11):
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Asia Online LTD)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Shares and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in accordance with Section 10.12):
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s obligation 's obligations to consummate purchase the Contemplated Transactions is Shares and to take the other actions required to be taken by the Purchaser at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):conditions:
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s 's obligation to consummate the Contemplated Transactions perform under this is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 1 contract
Samples: Share Exchange Agreement (Lexington Barron Technologies Inc)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Assets and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part, in writing):
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s 's obligation to consummate purchase the Contemplated Transactions Shares and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in accordance with Section 9.7):
Appears in 1 contract
Samples: Stock Purchase Agreement (Invision Technologies Inc)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s The obligation of Purchaser to pay the Purchase Price and to take the other actions required to be taken by Purchaser at the Closing to consummate the Contemplated Transactions is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s 's obligation to consummate effect the Contemplated Transactions Closing and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s 's obligation to consummate effect the Contemplated Transactions Merger and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part, in accordance with Section 10.14):
Appears in 1 contract
Samples: Stockholder and Non Competition Agreement (Nortel Networks Corp)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s The obligation of Purchaser to consummate pay the Purchase Price and to assume, pay, discharge and perform the Assumed Liabilities and take the other actions required to be taken by Purchaser at the Closing to complete the Contemplated Transactions is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Appears in 1 contract
Samples: Asset Purchase Agreement (Healthcare Services Group Inc)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to consummate purchase and receive the Contemplated Transactions Specified Assets from Seller and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):, in writing) in this Section 7:
Appears in 1 contract
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s 's obligation to consummate acquire the Contemplated Transactions Parent Shares and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part, in accordance with Section 11.14 hereof):
Appears in 1 contract
Samples: Exchange Agreement (Zindart LTD)
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to consummate the Contemplated Transactions is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):): Section 7.1
Appears in 1 contract
Samples: Supply Agreement (Fmi Holdings Ltd.)
