Action by Purchaser. Purchaser will not take or permit to be taken any action or do or permit to be done anything in the conduct of its business or otherwise, which would be contrary to or in breach of any of the terms, conditions or provisions of this Agreement, or which would cause any of the representations and warranties of Purchaser to be untrue as of the Closing Date.
Action by Purchaser. Purchaser shall use its best efforts to cause each of the conditions set forth in Section 7.3 to be fulfilled on or prior to the Closing Date.
Action by Purchaser. 8 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS.......................8 5.1. Ownership of the Shares...............................................8 5.2. Organization and Qualification of the Company.........................9 5.3. Capitalization........................................................9 5.4. No Subsidiaries.......................................................9
Action by Purchaser. Subject to the fulfillment of all of the conditions set forth in Article 9 hereof, except such conditions as may be waived by the Purchaser, at the Closing, Purchaser shall deliver to Sellers:
4.3.1. evidence of wire transfers to the accounts designated by the Sellers and the Escrow Agent of the Closing Cash; and
4.3.2. each of the certificates, documents, instruments and opinions contemplated to be delivered by Purchaser pursuant to Article 10 hereof.
Action by Purchaser. Within thirty (30) days of receipt of an Offering Notice (the “ROFO Period”), each ROFO Purchaser desiring to purchase all or any portion of the Offered Shares shall deliver to the Offerer a written notice (a “ROFO Notice”) setting forth the number of the Offered Shares that such ROFO Purchaser desires to purchase. Delivery of a ROFO Notice by a ROFO Purchaser shall constitute an irrevocable and unconditional offer by such ROFO Purchaser to purchase the number of Offered Shares set forth therein for the Offer Price per share in cash and upon the other applicable terms and conditions set forth in the Offering Notice. Failure by a ROFO Purchaser to deliver a ROFO Notice with respect to a Proposed Transfer prior to the expiration of the applicable ROFO Period shall be regarded as a waiver by such ROFO Purchaser of its rights set forth in this Section 4.2 with respect to such Proposed Transfer.
Action by Purchaser. Within thirty (30) days of receipt of a Company Notice (the “ROFR Period”), each ROFR Purchaser desiring to purchase all or any portion of the Sale Shares shall deliver to the Company a written notice (a “ROFR Notice”) setting forth the number of the Sale Shares that such ROFR Purchaser desires to purchase. Delivery of a ROFR Notice by a ROFR Purchaser shall constitute an irrevocable and unconditional offer by such ROFR Purchaser to purchase the number of Sale Shares set forth therein for the Sale Price per share in cash and upon the other applicable terms and conditions set forth in the Company Notice. Failure by a ROFR Purchaser to deliver a ROFR Notice with respect to a Proposed Company Transfer prior to the expiration of the applicable ROFR Period shall be regarded as a waiver by such ROFR Purchaser of its rights with respect to such Proposed Company Transfer.
Action by Purchaser. Purchaser shall cause each of the conditions set forth in Section 6.1 to be accomplished on or before the Closing Date.
Action by Purchaser. Any notice to be given by the Purchaser to, or any agreement to be reached by the Purchaser with, a Vendor or the Vendors under this clause 24 may be given to, or reached with, the Vendors' Representative.
Action by Purchaser. At the Closing Purchaser shall:
(a) Delivery of Purchase Price: Deliver to Seller 8,000,000 shares of Purchaser's Common Capital Stock, 8,000,000 Class C Warrants, 8,000,000 Class D Warrants, 8,000,000 Class E Warrants and 8,000,000 Class F Warrants described in Section 3.2(a) and Section 3.2(b) hereof;
Action by Purchaser. Upon the terms and subject to the ------------------- conditions herein contained, at the Closing on the Closing Date, Purchaser will deliver to Seller and Shareholder the following:
(i) The certificate referred to in Section 6.1 hereof; (ii) The opinion of counsel for Purchaser referred to in Section 6.3 hereof;
(iii) Resolutions of Purchaser, certified by an appropriate officer, authorizing the execution, delivery and performance of this Agreement and the other agreements to be delivered by Purchaser in connection with the Closing hereunder; and
(iv) The Consideration in the manner specified in Section 2.1 hereof and in the form specified in Section 3.1 hereof.
