Conditions to Obligations of the Shareholders Clause Examples
The 'Conditions to Obligations of the Shareholders' clause defines the specific requirements that must be satisfied before shareholders are legally bound to fulfill their obligations under an agreement. Typically, these conditions may include obtaining regulatory approvals, the absence of material adverse changes, or the completion of certain corporate actions. By setting out these prerequisites, the clause ensures that shareholders are only required to proceed once all critical conditions are met, thereby protecting their interests and reducing the risk of premature or unfair enforcement of their obligations.
Conditions to Obligations of the Shareholders. All of the obligations of the Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment and satisfaction of each and every of the following conditions on or prior to the Closing, any or all of which may be waived in whole or in part by the Shareholders:
Conditions to Obligations of the Shareholders. The obligations of each Shareholder to consummate the Closing are subject completion of reasonable due diligence investigations of the Buying Group to be completed on or before December 20, 1999 and are further subject to the satisfaction of each of the following conditions:
(i) the Buying Group shall have performed and satisfied each of its obligations hereunder required to be performed and satisfied by it on or prior to the Closing Date; and (ii) each of the representations and warranties of the Buying Group contained herein shall have been true and correct and contained no misstatement or omission that would make any such representation or warranty misleading when made and shall be true and correct and contain no misstatement or omission that would make any such representation or warranty misleading at and as of the Closing with the same force and effect as if made as of the Closing.
(b) All Required Consents for the transactions contemplated by this Agreement shall have been obtained without the imposition of any conditions that are or would become applicable to any Shareholder (or any of their respective Affiliates or Associates) after the Closing that would be materially burdensome upon any such Person. All such approvals shall be in effect, and no Proceedings shall have been instituted or threatened by any Governmental Authority with respect thereto as to which there is a material risk of a determination that would terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such approval. All applicable waiting periods shall have expired, and all conditions and requirements such approvals to be satisfied on or prior to the Closing extent necessary such that all such approvals are, and will remain, in full force and effect assuming continued compliance with the terms thereof after the Closing.
(c) The transactions contemplated by this Agreement and the consummation of the Closing shall not violate any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the transfer and exchange contemplated hereby or the consummation of the Closing, or imposing Damages in respect thereto, shall be in effect, and there shall be no pending actions or proceedings by any Governmental Authority (or determinations by any Governmen...
Conditions to Obligations of the Shareholders. The obligations of the Shareholders to consummate the transactions contemplated herein shall be subject to the satisfaction of the following conditions at or before the Closing:
Conditions to Obligations of the Shareholders. The obligation of the Shareholders to affect the Purchase is further subject to satisfaction or waiver on or prior to the Closing Date of the following conditions:
Conditions to Obligations of the Shareholders. The obligations of the Shareholders under this Agreement are subject to the satisfaction of the following conditions unless waived (to the extent such conditions can be waived) by the Shareholders:
Conditions to Obligations of the Shareholders. The obligations of the Shareholders to exchange the Shares for the Consideration, and to consummate the other transactions contemplated by this Agreement and the Ancillary Agreements, is subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
Conditions to Obligations of the Shareholders. The obligation of --------------------------------------------- the Shareholders to effect the Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by the Shareholders:
Conditions to Obligations of the Shareholders. The obligations of the Shareholders under this Agreement are subject to the fulfillment at or prior to the Closing of each of the following conditions, each of which may be waived in writing at the sole discretion of the Company.
Conditions to Obligations of the Shareholders. The obligations of the Shareholders to sell the Shares to Purchaser are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by the Shareholders in their sole discretion):
Conditions to Obligations of the Shareholders. Notwithstanding any other provision of this Agreement, the obligations of the Shareholders to consummate the Agreement and the other transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
(a) The representations and warranties of Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and Buyer shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied on or prior to the Closing Date.
(b) The Shareholders shall have received a certificate of the Secretary of Buyer dated the Closing Date in substantially the form attached as Annex K hereto.
(c) The Shareholders shall have received a certificate of the President of Buyer in substantially the form attached as Annex L hereto.
(d) No act, event or condition shall have occurred after the date hereof which Shareholders determine has had or could reasonably be expected to have a material adverse effect on the business, financial condition, properties, profitability, prospects or operations of Buyer.
(e) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments, releases and documents referenced herein or incident to the transactions contemplated hereby shall be in form and substance reasonably satisfactory to Shareholders and their counsel.