Closing Conditions of the Company. The obligations of the Company under this Agreement are subject to the satisfaction of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part by the Company:
Closing Conditions of the Company. The obligations of the Company under this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions, but compliance with any such condition may be waived by the Company at its sole option and election:
(i) The representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects when made and at and as of the Closing with the same effect as though made at and as of such time (except for representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct as of such date); and
(ii) The Purchaser will have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing, including without limitation the delivery of all items required to be delivered by the Purchaser pursuant to Section 2(b)(iii).
Closing Conditions of the Company. The obligation of the Company hereunder to issue and sell the Notes and the Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:
(i) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.
(ii) Such Buyer and each other Buyer shall have delivered to the Company and the Escrow Agent, as applicable, the Purchase Price for the Notes and Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company and the Escrow Agent, as applicable.
(iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date.
(iv) Such Buyer and each other Buyer and the Escrow Agent shall have duly executed and delivered to the Company the Escrow Agreement in the form attached hereto as Exhibit D.
Closing Conditions of the Company. The obligation of the Company to sell and issue the Notes to the Purchasers at the Closing is subject to the fulfillment, to the Company’s reasonable satisfaction, prior to or contemporaneously with the Closing, of each of the following conditions (unless waived by the Company in writing in its sole and absolute discretion):
Closing Conditions of the Company. As conditions to any Closing as set forth herein, the Company shall undertake the following actions:
(a) The Board of Directors of the Company (the "Company Board") shall duly approve and deliver to 10Charge Hungary resolutions with respect to approving the transactions set forth herein.
(b) The Company shall issue a total of 88,760,000 shares (the "10Charge US Shares") of common stock, par value $.0001 per share, of the Company ("Common Stock") to the equity holders of 10Charge Hungary (the "10Charge Hungary Equity Holders"), to be delivered to such 10Charge Hungary Equity Holders at the Closing, in the amounts set forth on Schedule A annexed hereto.
Closing Conditions of the Company. The obligation of Company to complete the Acquisition is subject to the satisfaction of the following conditions, unless waived in writing by the Company at or prior to the Closing:
(a) The representations and warranties of Seller shall be true and correct in all material respects as of the Closing as if made at and as of the Closing;
(b) Seller shall have complied in all material respects with its covenants and agreements under this Agreement;
(c) The Company shall have received good and marketable title to the Assets, free and clear of all Liens (other than Liens created by the Company and the Permitted Liens);
(d) The amount of the Assumed Liabilities shall not exceed $1,100,000 less any Advances used to offset such Liabilities as contemplated by Section 5(d) of this Agreement.
(e) Seller shall have taken all actions required of Seller to terminate the DM Agreement.
Closing Conditions of the Company. The obligation of the Company to consummate the Closing shall be subject to the fulfillment (or written waiver by the Company) at or prior to the Closing of the following conditions:
7.3.1 The representations and warranties of Parent and Merger Sub set forth in Article 5 (without giving effect to any limitations as to “materiality” or “Material Adverse Effect” set forth therein) shall be true and correct in all material respects as of the Closing as though made as of such time (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
7.3.2 Parent and Merger Sub shall have performed and complied with in all material respects all of the covenants required to be performed and complied with by them under this Agreement prior to the Closing.
7.3.3 Parent shall have delivered to the Company a certificate addressed to the Company, dated as of the Closing Date, signed by a duly authorized representative of Parent, certifying that the conditions set forth in Section 7.3.1 and Section 7.3.2 have been satisfied.
Closing Conditions of the Company. The obligations of the Company --------------------------------- to consummate the transactions contemplated hereby shall be subject to the fulfillment or satisfaction at or prior to the Closing of each of the following additional conditions:
Closing Conditions of the Company. The Company’s obligation to issue and sell the Preferred Shares to be issued and sold and by it hereunder on the Closing Date is subject to the satisfaction or waiver, on or before the Closing Date, of the conditions contained in this Section 2.04:
(a) The Investors shall, (i) in the case of the Initial Purchase, deliver to the Company an aggregate purchase price equal to $10,000,000.00, by wire transfer or by such other method as maybe reasonably acceptable to the Company, in immediately available funds, and (ii) in the case of any Additional Purchase, deliver to the Company an aggregate purchase price equal to the aggregate amount specified in the applicable Funding Request, by wire transfer or by such other method as maybe reasonably acceptable to the Company, in immediately available funds. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Investors by the Company; and
(b) Each Investor shall have performed in all material respects all of his obligations under this Agreement required to be performed by him on or prior to the Closing Date.
Closing Conditions of the Company. The obligation of the Company to issue and sell the Shares to an Investor at a Closing is subject to the satisfaction, at or before the Closing Date for such Closing, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Investor with prior written notice thereof:
(i) the accuracy in all material respects on each Closing Date of the representations and warranties of the Investor contained herein (unless as of a specific date therein, in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of the Investor required to be performed at or prior to the Closing Date shall have been performed; and
(iii) the delivery by the Investor of the items set forth in Section 1.6(b) of this Agreement.
