This excerpt taken from the EBAY 8-K filed Apr 16, 2009.
5.2 Performance of Covenants. The covenants and obligations in this Agreement that the Selling Shareholder is required to comply with or to perform at or prior to the Closing Date shall have been complied with and performed in all material respects.
5.3 No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Company Material Adverse Effect.
5.4 No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Share Purchase shall have been issued by any court of competent jurisdiction or other Governmental Body and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the Share Purchase that makes the consummation of the Share Purchase illegal.
5.5 Completion of Tender Offer and Share Allocation. The Acceptance Time and the Share Allocation shall have occurred.
Notwithstanding anything to the contrary contained in this Agreement, for purposes of Section 1.3(a), each of the conditions set forth in this Section 5 shall be deemed to be satisfied or waived by Purchaser upon the occurrence of the Acceptance Time.
6. CONDITIONS PRECEDENT TO SELLING SHAREHOLDERS OBLIGATION TO CLOSE