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 the transactions is subject to satisfaction of the following contingencies, which Buyer deems as being satisfied.
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 purchase and pay for the Purchased Assets is subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of the following additional 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. The obligation of the Buyer to consummate the Closing shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:
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 of Section 2 above shall be true, correct and complete in all respects, except where otherwise qualified or as may be set forth in a Disclosure Schedule attached hereto and none of such statements or disclosures shall contain a material misstatement or omission as of the Closing Date; (ii) The Seller shall have performed and complied with all of their covenants hereunder through the Closing; (iii) the Seller shall have procured any and all material third party or governmental consents or authorizations required to consummate the transactions contemplated herein; (iv) no material action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any jurisdiction against the Company; (v) The individuals listed on the attached Schedule A shall have entered into Employment Agreements and each of the same shall be in effect simultaneously at the Closing; (vi) the Company shall have paid any and all of its outstanding Liabilities except for the Loan and the accounts payable and accrued expenses recorded under Current Liabilities in the Closing Accounts; (vii) the Company shall have delivered to Buyer an officer's certificate in the form of Exhibit X attached hereto; (iix) the Seller shall have delivered such other documents as the Buyer may reasonably request on or prior to the Closing Date to consummate the Closing of this Agreement and the transactions contemplated herein including termination of the management services agreement between the Buyer and PFEL.
