Closing Conditions to Closing. The Lender will not be obligated to make the initial Loans or to arrange for the issuance of any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:
Closing Conditions to Closing. 3.1 The closing of the transactions contemplated under this Agreement (the “Closing”) shall take place at such place as the Corporation and Lender may mutually agree on February 2, 2005 or such other date as the Corporation and Lender may mutually agree (the “Closing Date”).
3.2 At, or prior to the Closing, upon and in consideration of the transactions contemplated under this Agreement, the Parties agree as follows:
(a) the Corporation will execute and deliver to Lender the Note;
(b) Neptune Society of America, Inc., Neptune Management Corp., Heritage Alternatives, Inc. and Trident Society, Inc. (collectively referred to as the “Subsidiaries”) will execute and deliver to Lender guarantee agreements, in form satisfactory to Lender, guaranteeing the indebtedness, liabilities and obligations of the Corporation under the Note (the “Guarantees”);
(c) the Corporation and the Subsidiaries will execute and deliver to Lender security agreements, in form satisfactory to Lender, securing payment of their indebtedness, liabilities and obligations under the Note and the Guarantees, respectively, and granting to Lender a second priority security interest in all of the Corporation’s and the Subsidiaries’ property now owned or hereafter acquired (the “Security Agreements”);
(d) Lender shall wire the Principal Amount (the “Escrow Funds”) into escrow to be held by Xxxxx Xxxxxx Law Corporation, as escrow agent (the “Escrow Agent”), and shall have instructed Escrow Agent to release the Escrow Funds to the Corporation upon the Closing, such funds to represent Lender’s funding of the Principal Amount;
(e) The Corporation shall have complied with all of its covenants and agreements contained in this Agreement and all representations and warranties of the Corporation contained in this Agreement shall be true in all material respects;
(f) The Corporation shall have furnished to Lender, in form satisfactory to Lender, executed authorizations by the Board of Directors of the Corporation and the Subsidiaries approving and authorizing the transactions contemplated by this Agreement;
(g) The Corporation shall have furnished to Lender, in form satisfactory to Lender, executed officers’ certificates of the Corporation and the Subsidiaries in connection with the transactions contemplated by this Agreement (collectively, the “Officers’ Certificates”); and
(h) Holder shall have received an opinion of Florida legal counsel for the Corporation, in form and substance reasonably acceptable to H...
Closing Conditions to Closing. Lender shall not be obligated to make the Term Loan as contemplated by this Agreement unless the following conditions precedent have been satisfied as determined by Lender (in Lender's reasonable discretion; such conditions precedent are for Lender's benefit only):
Closing Conditions to Closing. (a) The consummation of the purchase and sale of the Purchased Tokens and the other transactions contemplated hereby (the “Closing”) shall take place at the offices of Company, on a date to be determined by the Company in its sole discretion. The Closing shall occur (the “Closing Date”) no earlier than the date that the Company has received commitments from all purchasers in the aggregate of not less than $5,000,000 (the “Minimum Offering Amount”). The Closing is conditioned upon (i) the representations and warranties of Purchaser contained in Section 2 being be true and correct in all respects as of the Closing Date, (ii) the delivery by Purchaser to the Company of the Aggregate Purchase Price, as set forth in Section 1.3, and (iii) Purchaser’s successful creation of an account on the Website, including having provided accurate and complete “know your customer” forms and related identification documents in the form requested through the Website.
(b) The Company does not represent or warrant that the process of purchasing and/or receiving Tokens will be uninterrupted or error-free.
(c) At the Closing, subject to the terms hereof, the Company shall register the number of Tokens equal to the Aggregate Purchase Price divided by the Purchase Price in such name or names as the Purchaser shall designate in the Company’s Token register. The Company shall also reflect the Purchaser’s ownership of Tokens on the Ethereum blockchain. Upon the Closing, Xxxxxxxxx agrees to be bound by any and all documents and agreements applicable to purchasers in connection with the Closing. To the extent legally required, at the Closing, the Company shall deliver to Purchaser evidence of Purchaser’s ownership of the Purchased Tokens to the Purchaser’s account on the Website.
Closing Conditions to Closing. Closing on the purchase and sale of the Subscriber Shares shall be consummated on such date as the Company accepts the Subscriber's offer to purchase the Subscriber Shares as evidenced by the Company's counter-execution of the signature page to this Agreement, and the satisfaction of each of the conditions to closing set forth below ("Closing"). On or prior to the date of each Closing, the following shall have occurred:
(a) The Subscriber shall have delivered to the Company a dated and executed signature page to this Agreement, with all blanks required to be completed by the Subscriber properly completed;
(b) The Subscriber shall have delivered to the Company the cancelled Existing Note; and
(c) Any other conditions to Closing set forth in this Agreement shall have been satisfied or waived.
Closing Conditions to Closing. Subject to the satisfaction in full (or waiver) of all of the conditions set forth in Sections 7.01 and 7.02 of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance of Surviving Company Shares contemplated hereby shall take place at or immediately prior to the Closing.
Closing Conditions to Closing. 50 11.1 Conditions Precedent to Making of Loans on the Closing Date.............................................51 11.2 Conditions Precedent to Each Loan..........................51
Closing Conditions to Closing. Closing on the purchase and sale of the Subscriber Shares shall be consummated on such date as the Company accepts the Subscriber’s offer to purchase the Subscriber as evidenced by the Company’s counter-execution of the signature page to this Agreement, and the satisfaction of each of the conditions to closing set forth below (“Closing”). On or prior to the date of each Closing, the following shall have occurred:
(a) The Subscriber shall have delivered to the Company a dated and executed signature page to this Agreement, with all blanks required to be completed by the Subscriber properly completed;
(b) The Subscriber shall have delivered to the Company the Subscription Price in full, in immediately available funds;
(c) The Subscriber shall have delivered to the Company a dated completed and signed Accredited Investor Questionnaire attached as Exhibit B hereto, with all blanks required to be completed by the Subscriber properly completed; and
(d) Any other conditions to Closing set forth in this Agreement shall have been satisfied or waived.
Closing Conditions to Closing. The Closing shall take place as soon as all conditions to Closing of Article 6.3 have either been fulfilled or waived by the Investor though ultimately on the 31st of January 2008 unless the Founders and the Investor agree to a later date (such date hereinafter also referred to as the “Closing Date” and such event as the “Closing”). On the Closing Date, the notarial deed relating to the Issue (attached hereto as Exhibit 1) shall be executed by the Notary.
Closing Conditions to Closing. 14 8.1 Closing ......................................................... 14 8.2 Conditions to this Agreement .................................... 14 8.3 Mutual Conditions ............................................... 15 8.4 Conditions to Obligations of Company ............................ 16 8.5 Conditions to Obligations of Purchaser .......................... 16 8.6 Conditions to Obligations of Holdings ........................... 17
