Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein); (ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement; (iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange; (iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws; (v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and (vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement; (iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange; (iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; (viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing; (ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans); (x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and (xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 3 contracts
Samples: Subscription Agreement (Response Biomedical Corp), Subscription Agreement (Response Biomedical Corp), Subscription Agreement (Response Biomedical Corp)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless except for those which by their terms specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of a specific date thereinsuch earlier date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended by the Commission or the over-the-counter market on the NYSE MKT (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xivi) the delivery by the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation a certificate dated as of the Common Shares effected Closing Date signed on behalf of the Company confirming the satisfaction of the conditions contained in Mayparagraphs (i), 2010(ii), (iv) and (v) of this Section 2.3(b).
Appears in 3 contracts
Samples: Securities Purchase Agreement (United States Antimony Corp), Securities Purchase Agreement (United States Antimony Corp), Securities Purchase Agreement (United States Antimony Corp)
Closing Conditions. Effectiveness of this Agreement is subject to the satisfaction or waiver of the following conditions precedent:
(a) The obligations Administrative Agent’s receipt of the Company hereunder in connection with the Closing are subject to the following conditions being metfollowing:
(i) this Agreement, duly executed and delivered by the accuracy Borrower and each of the other parties hereto;
(ii) the Guarantee and Security Agreement, duly executed and delivered by the Borrowers as of the Closing Date, together with duly prepared financing statements in form for filing under the applicable UCC in the jurisdiction of formation of each Borrower;
(iii) certified copies of (x) the constitutive documents of each Borrower and (y) resolutions or other authorizing documentation of each Obligor and the General Partner evidencing the taking of all necessary action authorizing and approving the execution, delivery and performance by each Borrower of the Loan Documents to which it is a party;
(iv) a certificate of an officer of each Borrower certifying the names and true signatures of the officers authorized to sign the Loan Documents and any other documents to be delivered hereunder by each Borrower;
(v) the legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Borrowers, in a form reasonably acceptable to the Administrative Agent;
(vi) a certificate of an officer of KCMH, dated the Closing Date, certifying that (a) the representations and warranties contained in Section 5.01 and in the other Loan Documents are true and correct in all material respects on and as of such date as though made on and as of such date and (b) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default;
(vii) a certificate attesting to the Solvency of KCMH and its Subsidiaries, taken as a whole, after giving effect to the effectiveness of this Agreement and any Loans made or Letters of Credit issued or outstanding on the Closing Date; and
(viii) all documentation and other information reasonably requested in writing at least five Business Days prior to the Closing Date of in order to allow the representations Administrative Agent to comply with applicable “know your customer” and warranties of each of anti-money laundering rules and regulations, including without limitation, the Purchasers contained herein (unless as of a specific date therein);Patriot Act.
(iib) obtaining shareholder approval KCMH shall have paid all fees and expenses (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt including fees, charges and disbursements of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as counsel invoiced prior to the filing of a prospectus under applicable Securities Laws;
(vClosing Date) all obligations, covenants and agreements of each Purchaser required to be performed at paid on or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation to the Administrative Agent or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as the Lead Arranger in connection with this Agreement. The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 3 contracts
Samples: 364 Day Revolving Credit Agreement (KKR & Co. Inc.), 364 Day Revolving Credit Agreement (KKR & Co. Inc.), 364 Day Revolving Credit Agreement (KKR & Co. L.P.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement;
(iv) the substantially simultaneous closing of the transactions contemplated by the Additional Purchase Agreement which, in the sole discretion of the Company, do not require Shareholder Approval; and
(v) the receipt by the Company of the Listing Approval.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate in all material respects as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(viiv) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as the substantially simultaneous closing of the Closing Datetransactions contemplated by the Additional Purchase Agreement which, prevent in the issuance or sale sole discretion of the Shares by the Company, do not require Shareholder Approval; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viiivi) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been generally established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market markets in the United States which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Castle Brands Inc), Securities Purchase Agreement (Castle Brands Inc), Securities Purchase Agreement (Castle Brands Inc)
Closing Conditions. (a) The obligations of the Company hereunder in connection with to effect the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of each of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each the Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement;
(iv) the issue and sale of the Convertible Debenture being exempt from the requirement to file a prospectus or registration statement and the requirement to deliver an offering memorandum under Applicable Laws relating to the offer and sale of the Convertible Debenture, or the Company having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement or deliver an offering memorandum; and
(v) all necessary regulatory approvals being obtained prior to the Closing Date.
(b) The respective obligations of the Purchasers Purchaser hereunder in connection with to effect the Closing Closing, unless waived by the Purchaser, are subject to the following conditions being met:
(i) the accuracy in all material respects when made and (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) no Event of Default (as defined in the Transaction Documents) shall have occurred under the Transaction Documents;
(iv) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(v) all necessary regulatory approvals being obtained prior to the Closing Date;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)TSX Venture Exchange, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York stateState authorities, Canadanor shall the Company have issued any variable rate securities, issued any equity or debt securities at a price lower than the purchase price of the Convertible Debenture hereunder or conversion price thereof, or British Columbia provincial authorities have issued any securities with anti dilution features, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(viiii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as approval of a listing application from the Closing Date, prevent New York Stock Exchange MKT approving the issuance or sale of the Shares by and Warrants in accordance with the Company; and no injunction or order terms of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Companythis Agreement; and
(viiiv) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(viiv) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as approval of a listing application from the Closing Date, prevent New York Stock Exchange MKT approving the issuance or sale of the Shares by and Warrants in accordance with the Companyterms of this Agreement; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viiivi) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 3 contracts
Samples: Securities Purchase Agreement (22nd Century Group, Inc.), Securities Purchase Agreement (22nd Century Group, Inc.), Securities Purchase Agreement (22nd Century Group, Inc.)
Closing Conditions. (a) 6.1. Conditions to Each Party's Obligations to Effect the Transactions Contemplated Hereby. The respective obligations of each party to effect the Company hereunder in connection with the Closing are transactions contemplated hereby shall be subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed fulfillment at or prior to the Closing Date shall have been performed;of the following conditions:
(via) There shall be no action shall have been taken and no statuteeffective injunction, rulewrit, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or preliminary restraining order of any federal (U.S. or Canadian), state, provincial or territorial a court of competent jurisdiction directing that the transactions provided for herein shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreementnot be consummated.
(b) No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall have been instituted (i) to restrain, prohibit or invalidate the transactions contemplated by this Agreement or the Indemnification Agreement or (ii) which seeks material or substantial damages by reason of completion of such transaction.
(c) The respective applicable waiting periods under the HSR Act shall have expired or been terminated.
6.2. Conditions to the Obligations of the Seller, MTI and the Parent to Effect the Transactions Contemplated Hereby. The obligations of the Purchasers hereunder in connection with Seller, MTI and the Closing are Parent to effect the transactions contemplated hereby shall be further subject to the fulfillment at or prior to the Closing Date of the following conditions being metconditions, any of which may be waived by the Seller, MTI and the Parent:
(i) the accuracy The Buyer shall have performed and complied in all material respects when made with the agreements contained in this Agreement required to be performed and on complied with by it at or prior to the Closing Date; and (ii) the representations and warranties of the Buyer set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (except as otherwise contemplated by this Agreement), except to the extent that all failures of the representations and warranties of the Company contained herein (unless as of Buyer set forth in this Agreement to be true and correct, taken together, would not have a specific date therein);Buyer Material Adverse Effect.
(iib) the Company The Seller shall have obtained shareholder approval (received a certificate to the effect of Section 6.2(a) signed by an authorized officer of the requisite majority) at Buyer.
6.3. Conditions to the Shareholders’ Meeting for Obligations of the Buyer to Effect the Transactions Contemplated Hereby. The obligations of the Buyer to effect the transactions contemplated by this Agreement;
(iii) hereby shall be further subject to the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed fulfillment at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
following conditions (vi) there shall have been no Material Adverse Effect provided that, with respect to (d) below, Buyer has negotiated in good faith), any of which may be waived by the Company since the date hereof;Buyer:
(viii) no action The Seller and MTI shall have been taken performed and no statute, rule, regulation complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by them at or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
; and (ixii) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one representations and warranties of the Purchaser DesigneesSeller, effective the Parent and MTI set forth in this Agreement shall be true and correct as of the Closing, date of this Agreement and waiving as of the Closing Date as though made at and as of the Closing Date (in connection with the transactions except as otherwise contemplated by this Agreement) any acceleration ), except to the extent that all failures of the vesting provisions or termination representations and warranties of outstanding optionsthe Seller, which acceleration or termination is permitted upon the occurrence of Parent and MTI set forth in this Agreement to be true and correct would not have a Triggering Event (as defined in the Company’s stock option plans);Business Material Adverse Effect.
(xb) Since the Company date of the execution of this Agreement, no event has occurred that will cause a Business Material Adverse Effect.
(c) The Buyer shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx received a certificate to the Board effect of Directors as a Purchaser Designee, as contemplated clauses 6.3(a) and 6.3(b) signed by Section 4.12; andan authorized officer of each of the Seller and MTI.
(xid) the Company Parent, or Parent's nominee, shall have caused the agreed to enter into an interim, short-term, services agreement ("Services Agreement") with Buyer pursuant to which Parent or Parent's nominee shall perform certain administrative services for Buyer on reasonable terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010conditions.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Dow Jones & Co Inc), Purchase and Sale Agreement (Dow Jones & Co Inc), Purchase and Sale Agreement (Dow Jones & Co Inc)
Closing Conditions. Effectiveness of this Agreement is subject to the satisfaction or waiver of the following conditions precedent:
(a) The obligations Administrative Agent’s receipt of the Company hereunder in connection with the Closing are subject to the following conditions being metfollowing:
(i) this Agreement, duly executed and delivered by the accuracy Borrower and each of the other parties hereto;
(ii) the Guarantee and Security Agreement, duly executed and delivered by the Borrowers as of the Closing Date, together with duly prepared financing statements in form for filing under the applicable UCC in the jurisdiction of formation of each Borrower;
(iii) certified copies of (x) the constitutive documents of each Borrower and (y) resolutions or other authorizing documentation of each Obligor and the General Partner evidencing the taking of all necessary action authorizing and approving the execution, delivery and performance by each Borrower of the Loan Documents to which it is a party;
(iv) a certificate of an officer of each Borrower certifying the names and true signatures of the officers authorized to sign the Loan Documents and any other documents to be delivered hereunder by each Borrower;
(v) the legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Borrowers, in a form reasonably acceptable to the Administrative Agent;
(vi) a certificate of an officer of KCMH, dated the Closing Date, certifying that (a) the representations and warranties contained in Section 5.01 and in the other Loan Documents are true and correct in all material respects on and as of such date as though made on and as of such date and (b) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default;
(vii) a certificate attesting to the Solvency of KCMH and its Subsidiaries, taken as a whole, after giving effect to the effectiveness of this Agreement and any Loans made or Letters of Credit issued or outstanding on the Closing Date; and
(a) all documentation and other information reasonably requested in writing at least five Business Days prior to the Closing Date of in order to allow the representations Administrative Agent to comply with applicable “know your customer” and warranties of each of anti-money laundering rules and regulations, including without limitation, the Purchasers contained herein Patriot Act and (unless as of a specific date therein);b) any other such documents in customary form and previously agreed between the parties.
(b) KCMH shall have (a) paid (i) all accrued and unpaid fees and any outstanding and accrued and unpaid principal and interest thereon under the Existing Credit Agreement and (ii) obtaining shareholder approval all fees and expenses (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt including fees, charges and disbursements of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as counsel invoiced prior to the filing of a prospectus under applicable Securities Laws;
(vClosing Date) all obligations, covenants and agreements of each Purchaser required to be performed at paid on or prior to the Closing Date shall have been performed;
to the Administrative Agent or the Lead Arranger in connection with this Agreement and (vib) no action shall have been taken delivered a written notice of termination of the Existing Credit Agreement in form and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as substance reasonably acceptable to the Administrative Agent. The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: 364 Day Revolving Credit Agreement (KKR & Co. Inc.), 364 Day Revolving Credit Agreement (KKR & Co. Inc.)
Closing Conditions. (a1) The respective obligations of each Purchaser, on the Company hereunder in connection with one hand, and the Company, on the other hand, to consummate the Closing are each subject to the satisfaction or written waiver by the Company and the Purchasers of the following conditions being metprior to the Closing:
(iA) the accuracy in all material respects on No provision of any Law and no judgment, injunction, order or decree shall prohibit the Closing Date of the representations and warranties of each of or shall prohibit or restrict the Purchasers contained herein (unless as or any of a specific date therein)their Affiliates from owning or voting any Common Shares;
(iiB) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser All Governmental Consents required to be performed have been obtained at or prior to the Closing Date in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby and thereby shall have been performed;obtained and shall be in full force and effect; and
(viC) no action The General Stockholder Proposals shall have been taken approved and no statute, rule, regulation or order adopted and the General Articles of Amendment shall have been enacted, adopted duly filed with the Commonwealth of Virginia State Corporation Commission and shall be in full force and effect.
(2) The obligation of each Purchaser to purchase the Common Shares to be purchased by it at the Closing is also subject to the satisfaction or issued written waiver by any federal such Purchaser of the following conditions prior to the Closing:
(U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, A) The representations and warranties of the Company set forth in Schedule I to this Agreement shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date, prevent except where the issuance failure to be true and correct (without regard to any materiality or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or CanadianMaterial Adverse Effect qualifications contained therein), stateindividually or in the aggregate, provincial or territorial court shall would not be reasonably likely to have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since (and except that (1) representations and warranties made as of a specified date shall be true and correct as of such date and (2) the representations and warranties of the Company set forth in paragraph (b) (but only with respect to the last sentence thereof), paragraph (c), paragraph (f) and paragraph (q)(4) of Schedule I shall be true and correct in all respects;
(B) The Company shall have performed and complied with in all material respects all agreements, covenants and conditions required by this Agreement to be performed by it on or prior to the Closing Date (except that with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have performed and complied with such agreements, covenants and conditions, as so qualified, in all respects);
(C) The Company shall have caused each Purchaser to receive, substantially in the form set forth as Exhibit A hereto, opinions of Xxxxxxxx Xxxxxx, counsel to the Company, executed by such counsel and addressed to the Purchasers;
(D) The Investors, the Company and the Escrow Agent shall have executed and delivered the Escrow Agreement (as defined below) and the Escrow Agent shall have received prior to 5:00 pm (EST) on the Business Day immediately preceding the Closing Date Escrow Funds in an amount equal to the anticipated proceeds from the sale of the Common Shares pursuant to the Private Placement and the Anchor Investment, in each case at a price per share of $0.43, in an aggregate amount of not less than $255,000,000;
(E) Either (i) not less than 100% of the aggregate liquidation value (or liquidation preference as the case may be) of the outstanding shares of the Series A Preferred Stock and the Series B Preferred Stock shall have been exchanged for Common Shares pursuant to the Exchange Offers pursuant to the terms set forth on Schedule II or (ii) (A) not less than 51% of the aggregate liquidation preference of the outstanding shares of the Series A Preferred Stock and the Series B Preferred Stock shall have been exchanged for Common Shares pursuant to the Exchange Offer pursuant to the terms set forth on Schedule II and (B) the Preferred Stock Proposals shall have been approved and adopted and the Preferred Articles of Amendment shall have been duly filed with the Commonwealth of Virginia State Corporation Commission and shall be in full force and effect;
(F) There shall not be any action taken, or any Law enacted, entered, enforced or deemed applicable to the Company or its Subsidiaries, the Purchasers or the transactions contemplated by this Agreement, by any Governmental Entity, whether in connection with the Governmental Consents specified in Section 1.2(c)(1)(B) or otherwise, which imposes any restriction or condition which any Purchaser determines, in its reasonable good faith judgment, is materially and unreasonably burdensome or would reduce the benefits of the transactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it at the date hereof (any such condition or restriction, a “Burdensome Condition”), and, for the avoidance of doubt, (i) any requirements to maintain capital in excess of the amount required to be considered “well capitalized” under generally applicable published guidelines , and (ii) any requirements to disclose the identities of limited partners, shareholders or members of any Purchaser or its Affiliates or investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in its sole discretion;
(G) Contemporaneously with the Closing, all of the TARP Preferred Stock shall have been exchanged for or converted into 46,713,372 shares of Common Stock, directly or through an exchange into and conversion of the Convertible Preferred Stock;
(H) The TARP Warrants shall have been amended to reflect the reduced conversion price of $0.43 per share pursuant to the terms and conditions of the Treasury Letter;
(I) Following the date hereof, the Company shall not have agreed to enter into or entered into (a) any agreement or transaction in order to raise capital or (b) any transaction that resulted in, or would result in if consummated, a Change in Control of the Company, in each case, other than in connection with the transactions contemplated by the Transaction Documents;
(viiJ) no action There shall not be in effect, as a result of any Regulatory Agreement, any limitation that would limit the amount of either The Bank of Hampton Roads’ or Shore Bank’s brokered deposits to an amount less than the amount of brokered deposits on the books of The Bank of Hampton Roads or Shore Bank on June 24, 2010;
(K) Each Purchaser shall have been taken received a certificate of the Secretary of the Company, in the form attached hereto as Exhibit B (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and no statutethe other Transaction Documents and the issuance of the Common Shares in the Equity Investment, rule(b) certifying the current versions of the Articles of Incorporation, regulation or order as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of individuals signing this Agreement and related documents on behalf of the Company;
(L) Each Purchaser shall have received a certificate, dated as of the Closing Date, signed on behalf of the Company by a senior executive officer substantially in the form of Exhibit C attached hereto certifying to the effect that the conditions set forth in Section 1.2(c)(2)(A) and Section 1.2(c)(2)(B) have been enactedsatisfied on and as of the Closing Date;
(M) The Common Stock, adopted or including the Common Shares issued by any federal hereunder, (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that wouldi) shall be designated for listing and quotation on the Nasdaq Stock Market and (ii) shall not have been suspended, as of the Closing Date, prevent by the issuance Commission or sale the Nasdaq Stock Market from trading on the Nasdaq Stock Market;
(N) The purchase by the Purchaser of the number of Common Shares by specified in the Company; and no injunction signature block of such Purchaser shall not (i) cause such Purchaser or order any of its Affiliates to violate any federal or state banking law or regulation, (ii) require such Purchaser or any of its Affiliates to file a prior notice with the Federal Reserve or its delegee under the CIBC Act or the BHC Act or file a prior notice with the Virginia Bureau of Financial Institutions or obtain the prior approval of any federal or state bank regulator or (U.S. iii) cause such Purchaser, together with any other person whose ownership of voting securities of the Company would be aggregated with such Purchaser’s ownership of voting securities of the Company for purposes of any bank regulation or Canadian)law, stateto collectively be deemed to own, provincial control or territorial court have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by the Purchaser) would represent more than 9.9% of any class of voting securities of the Company outstanding at such time; and
(O) Since the date hereof, a Material Adverse Effect shall not have occurred and no change or other event shall have been issued that wouldoccurred that, either individually or in the aggregate, would reasonably be likely to have a Material Adverse Effect.
(3) The obligations of the Company hereunder to issue and sell the Common Shares to each Purchaser at the Closing is subject to the satisfaction or written waiver by the Company of the following conditions prior to the Closing:
(A) The representations and warranties of each Purchaser set forth in this Agreement shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date, prevent the issuance or sale Date as though made on and as of the Shares by Closing Date except where the Companyfailure to be true and correct (without regard to any materiality qualifications contained therein) would materially adversely affect the ability of such Purchaser to perform its obligations hereunder;
(viiiB) The Company shall have received from the date hereof each Purchaser a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall and Stock Certificate Questionnaire in the forms attached hereto as Exhibits D-1 and D-2 , respectively; and
(C) Each Purchaser has performed and complied with in all material respects all agreements, covenants and conditions required by this Agreement to be terminated prior to the Closing), and, at any time performed by it on or prior to the Closing DateDate (except that with respect to agreements, trading in securities generally covenants and conditions that are qualified by materiality, each Purchaser shall have performed and complied with such agreements, covenants and conditions, as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market whichso qualified, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plansall respects);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hampton Roads Bankshares Inc), Securities Purchase Agreement (Hampton Roads Bankshares Inc)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless such representations and warranties speak only as of a specific date thereindate, in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items required to be delivered by it at or prior to Closing as set forth in Section 2.4(b2.2(b) of this Agreement; and
(iv) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless such representations and warranties speak only as of a specific date thereindate, in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(viii) the delivery by the Company of the items required to be delivered by it at or prior to Closing as set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange (if any) shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;; and
(ixvi) the Board of Directors no statute, rule, regulation, executive order, decree, ruling or injunction shall have adopted resolutions appointing Xxxxx Xxxxxxxxbeen enacted, M.D. as one entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the Purchaser Designees, effective as consummation of the Closing, and waiving (in connection with any of the transactions contemplated by this Agreement) Agreement or any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010other Transaction Documents.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Integrity Applications, Inc.), Securities Purchase Agreement (Integrity Applications, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the applicable Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) as to the Second Closing, (i) the Company is current in filing of reports required by the Exchange Act, (ii) the Audits for Company’s fiscal years ended December 31, 2015 and December 31, 2016 are completed and (iii) the Common Stock is quoted for trading on OTCQB;
(v) as to the Second Closing, the Company shall have acquired Bellissima Spirits LLC and BiVi Vodka LLC, on terms and conditions reasonably satisfactory to the Purchasers;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Dateapplicable Closing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Iconic Brands, Inc.), Securities Purchase Agreement (Iconic Brands, Inc.)
Closing Conditions. Effectiveness of this Agreement is subject to the satisfaction or waiver of the following conditions precedent:
(a) The obligations Administrative Agent’s receipt of the Company hereunder in connection with the Closing are subject to the following conditions being metfollowing:
(i) this Agreement, duly executed and delivered by the accuracy Borrower and each of the other parties hereto;
(ii) the Guarantee and Security Agreement, duly executed and delivered by the Borrowers as of the Closing Date, together with duly prepared financing statements in form for filing under the applicable UCC in the jurisdiction of formation of each Borrower;
(iii) certified copies of (x) the constitutive documents of each Borrower and (y) resolutions or other authorizing documentation of each Obligor and the General Partner evidencing the taking of all necessary action authorizing and approving the execution, delivery and performance by each Borrower of the Loan Documents to which it is a party;
(iv) a certificate of an officer of each Borrower certifying the names and true signatures of the officers authorized to sign the Loan Documents and any other documents to be delivered hereunder by each Borrower;
(v) the legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Borrowers, in a form reasonably acceptable to the Administrative Agent;
(vi) a certificate of an officer of KCMH, dated the Closing Date, certifying that (a) the representations and warranties contained in Section 5.01 and in the other Loan Documents are true and correct in all material respects on and as of such date as though made on and as of such date and (b) no event has occurred and is continuing on and as of such date which constitutes a Default or an Event of Default;
(vii) a certificate attesting to the Solvency of KCMH and its Subsidiaries, taken as a whole, after giving effect to the effectiveness of this Agreement and any Loans made or Letters of Credit issued or outstanding on the Closing Date; and
(a) all documentation and other information reasonably requested in writing at least five Business Days prior to the Closing Date of in order to allow the representations Administrative Agent to comply with applicable “know your customer” and warranties of each of anti-money laundering rules and regulations, including without limitation, the Purchasers contained herein Patriot Act and (unless as of a specific date therein);b) any other such documents in customary form and previously agreed between the parties.
(b) KCMH shall have paid (i) all accrued and unpaid fees and any outstanding and accrued and unpaid interest thereon under the Existing Credit Agreement and (ii) obtaining shareholder approval all fees and expenses (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt including fees, charges and disbursements of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as counsel invoiced prior to the filing of a prospectus under applicable Securities Laws;
(vClosing Date) all obligations, covenants and agreements of each Purchaser required to be performed at paid on or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation to the Administrative Agent or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as the Lead Arranger in connection with this Agreement. The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Second Amendment (KKR & Co. Inc.), Revolving Credit Agreement (KKR & Co. Inc.)
Closing Conditions. (a) The obligations of the Company hereunder hereunder, with respect to any Purchaser in connection with the Closing Closing, are subject to the following conditions being met:
(i) : the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers such Purchaser contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares therein in which case they shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale accurate as of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) such date); all obligations, covenants and agreements of each such Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Companyperformed in all material respects; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each such Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) ; and NASDAQ shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents in the absence of stockholder approval of such transactions. The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of : the representations and warranties made by the Company in ARTICLE 3 hereof shall be true and correct as of the Company contained herein (unless date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of a specific date therein);
(ii) the Company an earlier date, in which case such representation or warranty shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing be true and correct as of the Shares on the Toronto Stock Exchange;
(iv) such earlier date; all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date Date, whether under this Agreement or the other Transaction Documents, shall have been performed;
(v) performed in all material respects; the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) ; the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect, except for such that could not reasonably be expected to have a Material Adverse Effect; no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents; no stop order or suspension of trading shall have been imposed by NASDAQ, the Commission or any other governmental or regulatory body with respect to public trading in the Common Stock; NASDAQ shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents in the absence of stockholder approval of such transactions; there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Duggan Robert W), Securities Purchase Agreement (Pulse Biosciences, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers Buyers contained herein (unless except to the extent expressly made as of a specific date thereindate, in which case they shall be accurate in all material respects as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser Buyer required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser Buyer of the items set forth in Section 2.4(b) of this Agreement2.2(b).
(b) The respective obligations of the Purchasers Buyers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless except to the extent expressly made as of a specific date thereindate, in which case they shall be accurate in all material respects as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement2.2(a);
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(viiv) no action there shall have been taken no event or circumstance that would constitute an “Event of Default” under the Notes or that would with passage of time, the giving of notice or both become an “Event of Default” under the Notes;
(vi) each of the Company, Genius Group USA Inc. and no statute, rule, regulation or order UAV shall have been enacteddelivered a certificate, adopted executed on behalf of the Company, Genius Group USA Inc. or issued UAV, as applicable, by any federal (U.S. or Canadian)its Secretary, state, provincial or territorial governmental or regulatory authority that would, dated as of the Closing Date, prevent certifying the issuance resolutions adopted by the Board of Directors or sale equivalent governing body of the Shares Company, Genius Group USA Inc. or UAV, as applicable, approving the transactions contemplated by this Agreement and the other Transaction Documents, certifying the current versions of the Company; ’s, Genius Group USA Inc.’s or UAV’s, as applicable, certificate or articles of incorporation and no injunction bylaws or order other constitutional documents and certifying as to the signatures and authority of any federal Persons signing the Transaction Documents and related documents on behalf of the Company, Genius Group USA Inc. or UAV, as applicable;
(U.S. or Canadian), state, provincial or territorial court vii) the Company shall have been issued that woulddelivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, prevent certifying to the issuance or sale fulfillment of the Shares by the Companyconditions specified in this Section 2.3(b);
(viii) a first priority security interest in substantially all of the assets of UAV and Genius Group USA Inc., including pursuant to the Controlled Account Agreement with First Republic Bank, and the Company’s U.S. assets and securing the Company’s, Genius Group USA Inc.’s and UAV’s obligations under the Transaction Documents, in each case, shall have been created and perfected in favor of the Buyers;
(ix) receipt of lien search reports from the Secretary of State of the State of California demonstrating the absence of liens on the assets of Genius Group USA Inc., Genius Group USA Inc. other than Permitted Liens; and
(x) from the date hereof to the Closing Date, trading in the Common Ordinary Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to or halted by the Company, which suspension shall be terminated prior to Principal Market or the Closing), Commission and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchasersuch Buyer, makes it impracticable or inadvisable to purchase the Shares Notes at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Genius Group LTD), Securities Purchase Agreement (Genius Group LTD)
Closing Conditions. (a) SECTION 8.1 Conditions Precedent to Obligations of Parent and the Subsidiary. The obligations of Parent and the Company Subsidiary to proceed with the transactions contemplated hereunder in connection with to be consummated at the Closing are subject subject, at the option of Parent or the Subsidiary, to the fulfillment of each and all of the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date Date:
(a) All documents and agreements required hereunder to be delivered to Parent or the Subsidiary at or before the Closing shall have been performed;delivered, and all covenants, agreements and obligations required by the terms of this Agreement to be performed by the Company and each Target at or before the Closing shall have been performed in all material respects when due, and a certificate of the Company and Target dated the Closing Date, to the foregoing effects shall have been delivered to Parent of the Subsidiary at the Closing.
(vib) no action There shall have been delivered to Parent and the Subsidiary at the Closing a certified copy of the resolutions duly adopted by the board of directors of the Company and Target1 and the shareholder of Target1 authorizing and approving the execution and delivery by the Company and Target1 of this Agreement, and the consummation by the Company or Target1 of the transactions contemplated hereby.
(c) All material consents, approvals or waivers of third parties required to be obtained by the Company or any Target for the consummation by the Company or such Target of the transactions contemplated by this Agreement shall have been duly obtained (with satisfactory written evidence thereof, in recordable form where necessary, to be furnished to Parent and the Subsidiary at the Closing).
(d) No litigation to enjoin or restrain the consummation of the transactions contemplated hereby, nor governmental or administrative investigation of the affairs of any Target which could reasonably result in a Material Adverse Effect shall have been instituted and be continuing.
(e) There shall have been delivered to Parent and the Subsidiary the signed opinion of Powell, Goldstein, Frazxx & Xurpxx XXX, counsel to the Company and Target, dated the Closing Date, in form and substance reasonably acceptable to Parent.
(f) Any and all permits and approvals from any governmental or regulatory body required for the lawful consummation of the Merger shall have been obtained.
(g) The Company and each Target shall have delivered all such certified resolutions, certificates, documents or instruments with respect to such entity's corporate existence and authority as counsel to Parent and the Subsidiary may have reasonably requested prior to the Closing Date.
(h) Parent and the Company shall have entered into a Shareholders' Agreement in substantially the form of Exhibit C attached hereto (the "Shareholders' Agreement").
(i) The applicable waiting period under the HSR Act shall have expired or have been terminated.
(j) All material actions and proceedings required hereunder shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares all material documents and other papers required to be delivered by the Company; Company and no injunction Target hereunder or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date consummation of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) hereby and all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date other related matters shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010delivered.
Appears in 2 contracts
Samples: Merger Agreement (Shaw Industries Inc), Merger Agreement (Maxim Group Inc /)
Closing Conditions. (a) The obligations obligation of Seller to sell, transfer and assign the applicable Shares at each Closing Date to the Company hereunder in connection with the Closing are is subject to the satisfaction of the following conditions being metas of each Closing:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless in Section 5 hereof shall be true and correct on and as of a specific date therein)the applicable Closing Date with the same effect as though made at and as of such date;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated performed and complied in all material respects with all agreements and conditions required by this AgreementAgreement to be performed or complied with by it prior to or on the applicable Closing Date;
(iii) the Company shall have received conditional approval obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for the listing consummation of the Shares on the Toronto Stock Exchangetransactions contemplated herein;
(iv) all obligationsSeller shall have received a certificate, covenants and agreements dated as of the Company required to be performed at or prior to the applicable Closing Date shall and signed by a duly authorized officer of the Company, that each of the conditions set forth in this Section 3(a) have been performed;satisfied; and
(v) Seller shall have received a certificate of the delivery Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Company board of directors of the items set forth in Section 2.4(a) Company authorizing the execution, delivery and performance of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to Agreement and the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as consummation of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closingtransactions contemplated hereby, and waiving (that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby.
(b) any acceleration The obligation of the vesting provisions or termination Company to purchase the applicable Shares from Seller is subject to the satisfaction of outstanding optionsthe following conditions as of each Closing:
(i) the representations and warranties of Seller in Sections 4(a), which acceleration or termination is permitted upon 4(b), 4(c) and 4(d) shall be true and correct on and as of each Closing Date with the occurrence same effect as though made at and as of a Triggering Event (as defined in the Company’s stock option plans)such date;
(xii) Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the applicable Closing Date;
(iii) Seller shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the transactions contemplated herein;
(iv) the Company shall have obtained shareholder approval (received a certificate, dated the applicable Closing Date and signed by a duly authorized officer of Seller, that each of the requisite majorityconditions set forth in this Section 3(b) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12have been satisfied; and
(xiv) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation received a certificate of the Common Shares effected Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in May, 2010full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Miromatrix Medical Inc.), Stock Purchase Agreement (Miromatrix Medical Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date (as if made on and as of the Closing Date, except to the extent that a representation and warrant specifically references an earlier date) of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein)herein;
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Closing Date shall have been performedperformed or complied with in all material respects;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.4(b2.2(b) and Section 2.2(f) of this Agreement;
(iv) the delivery by the Escrow Agent of the items set forth in Section 2.2(c) and Section 2.2(g) of this Agreement;
(v) the delivery by Placement Agent of the items set forth in Section 2.2(d) of this Agreement; and
(vi) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of any of the transactions contemplated by the Transaction Documents.
(b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date (as if made on and as of the Closing Date, except to the extent that a representation and warrant specifically references an earlier date) of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed or complied with in all material respects; the Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any or all of the other Purchasers of the Securities that they have agreed to purchase from the Company;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) and Section 2.2(e) of this Agreement;
(viiv) the delivery by the Escrow Agent of the items set forth in Section 2.2(c) and Section 2.2(g) of this Agreement;
(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(viivi) no action shall have been taken and no statute, rule, regulation regulation, executive order, decree, ruling or order injunction shall have been enacted, adopted entered, promulgated, endorsed or issued threatened or is pending by or before any federal (U.S. governmental authority of competent jurisdiction which prohibits or Canadian), state, provincial or territorial governmental or regulatory authority that would, as threatens to prohibit the consummation of any of the Closing Date, prevent the issuance or sale of the Shares transactions contemplated by the CompanyTransaction Documents; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viiivii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended by the Commission or the Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market whichState authorities, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Subscription Agreement (Marshall Edwards Inc), Securities Subscription Agreement (Marshall Edwards Inc)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless except for representations and warranties that speak as of a specific specified date thereinwhich shall be accurate in all material respects as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed or complied with at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation performed or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Companycomplied with in all material respects; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless except for representations and warranties that speak as of a specific specified date thereinwhich shall be accurate in all material respects as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed or complied with at or prior to the Closing Date shall have been performedperformed or complied with in all material respects;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) the Company shall have taken appropriate action to address the items noted on Schedule 2.3(b)(iv);
(v) the Registration Statement shall have been declared effective by the Commission;
(vi) the Company shall have received executed signature pages indicating an aggregate Purchasers’ Subscription Amounts of not less than $5,600,000;
(vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred on any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010Trading Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (NMT Medical Inc), Securities Purchase Agreement (NMT Medical Inc)
Closing Conditions. It shall be a condition precedent to Purchaser’s obligation to proceed to the Closing that: (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date each of the representations and warranties of each of set forth in this Agreement and in the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (Company Disclosure Letter made by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares Sellers shall be qualified or exempt from registration or qualification under true and correct in all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, material respects as of the Closing Date, prevent ; (b) Sellers have delivered to the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser Title Company all of the items set forth in Section 2.4(b4.1; (c) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject Sellers have delivered to the following conditions being met:
Purchaser (i) all of the accuracy Estoppel Certificates (as defined in the Company Disclosure Letter) for the Required Tenants (as defined in the Company Disclosure Letter) pursuant to the terms of Section 8.1 and the Company Disclosure Letter, and (ii) all material respects when made of the Property Certificates (as defined in the Company Disclosure Letter) and on Seller Declaration Estoppel Certificates (as defined in the Company Disclosure Letter), if any, required under Section 8.3 above and the Company Disclosure Letter; (d) the Title Issuer is prepared to issue the Owner’s Title Policy to Purchaser, subject only receipt of payment at Closing, and (d) Sellers shall have satisfied all other conditions and obligations under this Agreement required to be performed by Sellers at or prior to the Closing. It shall be a condition precedent to Seller’s obligation to proceed to the Closing Date that: (i) each of the representations and warranties set forth in this Agreement made by Purchaser shall be true and correct in all material respects as of the Company contained herein (unless as of a specific date therein);
Closing Date; (ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior Purchaser has delivered to the Closing Date shall have been performed;
(v) the delivery by the Title Company all of the items set forth in Section 2.4(a4.2; and (iii) of this Agreement;
(vi) there Purchaser shall have been no Material Adverse Effect with respect performed its obligations under this Agreement required to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation be performed by Purchaser at or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Real Estate Sale Agreement, Real Estate Sale Agreement (Equity Commonwealth)
Closing Conditions. (a) The obligations Closing is also subject to the conditions that, on the Closing Date:
a. all representations and warranties of the Company hereunder and the undersigned contained in connection with the Closing are subject to the following conditions being met:
(i) the accuracy this Subscription Agreement shall be true and correct in all material respects on the Closing Date of the (other than representations and warranties of each of the Purchasers contained herein that are qualified as to materiality or Material Adverse Effect (unless as of a specific date thereindefined herein);
(ii) obtaining shareholder approval (by the requisite majority, which representations and warranties shall be true in all respects) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale and consummation of the Shares Closing shall constitute a reaffirmation by each of the Company; Company and no injunction or order the undersigned of any federal (U.S. or Canadian)each of the representations, state, provincial or territorial court shall have been issued that would, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date, prevent the issuance or sale but in each case without giving effect to consummation of the Shares by Transaction;
b. the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy Company shall have performed, satisfied and complied in all material respects when made with all covenants, agreements and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated conditions required by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required Subscription Agreement to be performed performed, satisfied or complied with by it at or prior to the Closing Date Closing;
c. no governmental authority shall have been performedenacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, d. as of the Closing Date, prevent there has been no material adverse change in the issuance business, properties, financial condition, stockholders’ equity or sale results of operations of the Shares Company and its subsidiaries taken as a whole since the date of this Subscription Agreement (other than (i) the election by holders of the Common Stock to exercise redemption rights in connection with (x) the special meeting of the Company; ’s stockholders to approve the Transaction or (y) a special meeting of the Company’s stockholders to approve the extension of time for the Company to complete a business combination, and no injunction or order (ii) in connection with any offer to purchase outstanding warrants to purchase Existing Class A Shares (as defined below) of any federal the Company (U.S. or Canadianthe “Warrants”)), state, provincial or territorial court shall have been issued that would, as and consummation of the Closing Date, prevent the issuance or sale shall constitute a representation of the Shares by the CompanyCompany of such facts;
(viii) from e. Pubco’s initial listing application with the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (Nasdaq Capital Market in connection with the transactions contemplated by this Agreement) Transaction shall have been approved and, immediately following the Closing, Pubco shall satisfy any acceleration applicable initial and continuing listing requirements of the vesting provisions or termination Nasdaq Capital Market and Pubco shall not have received any notice of outstanding optionsnon-compliance therewith, which acceleration or termination is permitted upon and the occurrence Pubco Shares, shall have been approved for listing on the Nasdaq Capital Market; and
f. all conditions precedent to the closing of a Triggering Event (as defined in the Transaction, including the approval of the Company’s stock option plans);
(x) the Company stockholders, shall have obtained shareholder approval been satisfied or waived (other than those conditions which, by the requisite majority) their nature, are to be satisfied at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation closing of the Common Shares effected in May, 2010Transaction).
Appears in 2 contracts
Samples: Business Combination Agreement (Nebula Acquisition Corp), Subscription Agreement (Nebula Acquisition Corp)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the applicable Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the each Closing (except as set forth below) are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) as to the First Closing, all of the outstanding convertible promissory notes of the Company shall have been converted into Preferred Stock pursuant to Exchange Agreements, in form and substance satisfactory to the Purchasers in their sole discretion, or such promissory notes shall be redeemed for cash out of the proceeds of the First Closing, in each case with agreements thereof satisfactory to the Purchasers in their sole discretion, or such convertible promissory notes are paid off in full prior to the First Closing, with evidence thereof satisfactory to the Purchasers in their sole discretion;
(v) as to the Second Closing, the Reverse Stock Split shall be effective;
(vi) as to the Third Closing, the Common Stock is quoted for trading on the OTCQB or the OTCQX and the Roll Up has been consummated;
(vii) as to the Third Closing, the Registration Statement registering all of the Registrable Securities shall have been declared effective by the Commission;
(viii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiix) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Dateapplicable Closing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Iconic Brands, Inc.), Securities Purchase Agreement (Iconic Brands, Inc.)
Closing Conditions. (a) The obligations Purchaser, on its own behalf and on behalf of any Disclosed Principal for whom the Company hereunder in connection with Purchaser is contracting under this Subscription Agreement, acknowledges and agrees that the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects Corporation is relying on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date truth of the representations and warranties of the Company Purchaser contained herein (unless in this Subscription Agreement as of a specific the date therein)of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time , and the fulfillment of the following additional conditions as soon as possible or in any event by immediately prior to the Closing Time, unless an earlier time is specified below:
(a) on or before the Closing Date, the Purchaser having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules (and any Appendices to such Schedules) attached hereto) in accordance with the instructions on the face page hereof;
(iib) on or before the Company shall have obtained shareholder approval (by Closing Date, the requisite majority) at Purchaser delivers a certified check, bank draft or wire transfer of funds payable to “Direct Communication Solutions, Inc.” representing the Shareholders’ Meeting Subscription Amount for the transactions contemplated by this AgreementWarrants in accordance with the instructions on the face page hereof;
(iiic) the Company shall have received conditional approval Purchaser having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by Securities Laws for delivery by the listing Corporation on behalf of the Shares on the Toronto Stock ExchangePurchaser;
(ivd) the representations and warranties of the Purchaser set forth herein being true and correct as of the Closing Time;
(e) all obligations, covenants and agreements of the Company required contained herein to be performed at by the Purchaser (including, if applicable, each Disclosed Principal) on or prior to the Closing Date Time shall have been performed;
(v) the delivery by the Company of the items set forth performed or complied with in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any all material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12respects; and
(xif) the Company shall have caused the terms of stock options issued issue and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation sale of the Common Shares effected in MayWarrants being exempt from the requirement to file a prospectus or registration statement and the requirement to deliver an offering memorandum under applicable securities legislation relating to the sale of the Warrants, 2010or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus.
Appears in 2 contracts
Samples: Subscription Agreement for Warrants (Direct Communication Solutions, Inc.), Subscription Agreement for Warrants (Direct Communication Solutions, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder with respect to any Warrantholder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers such Warrantholder contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser such Warrantholder required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Companyperformed in all material respects; and
(viiiii) the delivery by each Purchaser such Warrantholder of the items set forth in Section 2.4(b2.3(b) of this Agreement.
(b) The respective obligations of the Purchasers Warrantholders hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy representations and warranties made by the Company in ARTICLE III hereof qualified as to materiality shall be true and correct as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in ARTICLE III hereof not qualified as to materiality shall be true and correct in all material respects when made as of the date hereof and on the Closing Date of Date, except to the representations and warranties of the Company contained herein (unless extent any such representation or warranty expressly speaks as of a specific date therein)an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date Date, whether under this Agreement or the other Transaction Documents, shall have been performedperformed in all material respects;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.3(a) of this Agreement;
(iv) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the transactions contemplated by the Transaction Documents, all of which shall be in full force and effect, except for such that could not reasonably be expected to have a Material Adverse Effect;
(v) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents;
(vi) no stop order or suspension of trading shall have been imposed by Nasdaq, the Commission or any other governmental or regulatory body with respect to public trading in the Common Stock; and
(vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Exchange Agreement, Exchange Agreement (Hansen Medical Inc)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date for such Closing of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date for such Closing shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) or Section 2.2(d), as applicable, of this Agreement; and
(iv) the specified Purchaser’s Subscription Amount being equal to the Purchase Price due and payable at such Closing.
(b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date for such Closing of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date for such Closing shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) or Section 2.2(c), as applicable, of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereofhereof and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing DateDate for such Closing, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s Principal Trading Market and, at any time prior to the such Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the such Closing; ;
(ixvi) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one Company meets the current public information requirements under Rule 144 in respect of the Purchaser Designees, effective as Conversion Shares or Warrant Shares and any other shares of Common Stock issuable under the Closing, and waiving (in connection with Notes or the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans)Warrants;
(xvii) any other conditions contained herein or the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designeeother Transaction Documents, as contemplated by including those set forth in Section 4.122.2; and
(xiviii) the Company shall have caused the terms has submitted a Listing of stock options issued and available for Additional Shares Notification Form with The Nasdaq Capital Market with respect to each issuance under the Company’s stock option plans of Securities pursuant to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ensysce Biosciences, Inc.), Securities Purchase Agreement (Ensysce Biosciences, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the applicable Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) as to the First Closing, the Company shall have obtained shareholder approval (by provided written evidence of the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreementcancellation of that certain Common Stock Purchase Agreement dated May 27, 2016 with Redwood Management, LLC;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed;
(viv) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(v) as to the Second Closing, the Registration Statement registering all of the Registrable Securities for resale shall have been filed with the Commission;
(vi) as to the Third Closing, the Registration Statement registering all of the Registrable Securities for resale shall have been declared effective by the Commission;
(vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Dateapplicable Closing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the applicable Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Premier Biomedical Inc), Securities Purchase Agreement (Premier Biomedical Inc)
Closing Conditions. (a) The obligations of the Company hereunder with respect to each Closing with a given Purchaser are subject to the following conditions being met:
(i) the representations and warranties of such Purchaser that are contained herein and (A) that are qualified by materiality or Material Adverse Effect shall be true when made and on the Initial Closing Date and the Second Closing Date, respectively, (except for representations and warranties that speak as of a specific date which shall be accurate as of such date), and (B) that are not qualified by materiality or Material Adverse Effect shall be accurate in connection all material respects when made and on each of the Initial Closing Date and the Second Closing Date, respectively, (except for representations and warranties that speak as of a specific date which shall be accurate in all material respects as of such date);
(ii) all obligations, covenants and agreements of such Purchaser required to be performed at or prior to each of the Initial Closing Date and Second Closing Date shall have been performed;
(iii) the delivery by such Purchaser of the items set forth in Section 2.2(c) and 2.2(d) of this Agreement;
(iv) no Law shall prohibit the consummation of the Closing; and
(v) with respect to the Second Closing Date only, the Company shall have obtained the Stockholder Approval.
(b) The respective obligations of each Purchaser hereunder with respect to each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers Company that are contained herein and (unless A) that are qualified by materiality or Material Adverse Effect shall be true when made and on the Initial Closing Date and the Second Closing Date, respectively, (except for representations and warranties that speak as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares which shall be accurate as of such date), and (B) that are not qualified by materiality or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares Material Adverse Effect shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy accurate in all material respects when made and on each of the Initial Closing Date of and the Second Closing Date, respectively, (except for representations and warranties of the Company contained herein (unless that speak as of a specific date thereinwhich shall be accurate in all material respects as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to each of the Initial Closing Date and the Second Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) and 2.2(b) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to each of the Initial Closing Date and the Second Closing Date, respectively, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ixvi) the Board of Directors Shares shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one been approved for listing on the Trading Market subject to official notice of issuance;
(vii) no Law shall prohibit the Purchaser Designees, effective as consummation of the Closing;
(viii) with respect to the Initial Closing Date only, and waiving (the Company receives funds in connection with the transactions contemplated by this Agreement) any acceleration an aggregate amount of the vesting provisions or termination of outstanding optionsat least $72,480,800, which acceleration or termination is permitted upon amount includes at least $17,395,390 from an unaffiliated Purchaser that does not currently hold Common Stock;
(ix) with respect to the occurrence Second Closing Date only, the Company receives funds in an aggregate amount of a Triggering Event (as defined in the Company’s stock option plans);at least $52,519,200, which amount includes at least $12,604,610 from an unaffiliated Purchaser that does not currently hold Common Stock; and
(x) with respect to the Second Closing Date only, the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010Stockholder Approval.
Appears in 2 contracts
Samples: Securities Purchase Agreement (NewStar Financial, Inc.), Securities Purchase Agreement (Corsair Capital LLC)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing Closings are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on each of the Closing Date Dates of the representations and warranties of the Purchaser contained herein;
(ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to each of the Closing Dates have been performed; and
(iii) the delivery by the Purchaser of the items set forth in Section 2.2(b), 2.2(c), 2.2(d), and 2.2(e) of this Agreement.
(b) The respective obligations of the Purchaser hereunder in connection with each of the Closings are subject to the following conditions being met:
(i) the transactions contemplated by the Asset Purchase Agreement shall have been consummated;
(ii) the Purchaser shall have entered into the License Agreement with OmniReliant;
(iii) the accuracy in all material respects on each of the Closing Dates of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchangeherein;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to each of the Closing Date Dates shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(vi) there as of each of the Closing Dates, the Company shall have been no Material Adverse Effect with respect to the Company since the date hereofperformed its obligations under Section 4.11 of this Agreement;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of each of the Closing DateDates, prevent no event shall be in effect that materially and adversely effects the issuance (i) legality, validity or sale enforceability of the Shares by any Transaction Document, or (ii) the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from andfrom the date hereof to each of the Closing DateDates, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to each of the Closing DateDates, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one each of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010Closings.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Beyond Commerce), Securities Purchase Agreement (Zurvita Holdings, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(viiii) no action The Company shall have been taken filed, if applicable, a listing of additional shares notification with The NASDAQ Stock Market LLC in connection with the sale and no statuteissuance of the Shares, rule, regulation or order and shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and received no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Companyobjections thereto from The NASDAQ Stock Market LLC; and
(viiiv) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)) and a certificate of the Company’s Chief Executive Officer or Chief Financial Officer attesting to the foregoing;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Marathon Patent Group, Inc.), Securities Purchase Agreement (Marathon Patent Group, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) the Amendment to the Intercreditor Agreement duly executed by FastPay and the Company, in form satisfactory to the Purchasers in their sole discretion;
(v) the Assignment of Trade Receivable duly executed by MobileFuse LLC, MediaMath, Inc. and Kargo Global Inc., respectively, and the Company for assignment of interest in receivables to ATW, in form satisfactory to the ATW in its sole discretion;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (SOCIAL REALITY, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met; provided that the Company, in its sole discretion, may waive any and all such conditions:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein)herein;
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met; provided that each Purchaser, in its sole discretion, may waive any and all such conditions:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(viiv) no action all holders of secured Indebtedness of the Company shall have been taken agreed to exchange such Indebtedness for Preferred Stock as payment in full of any obligations thereunder or agree to be paid off for cash at the Closing as set forth on Schedule 4.9 (and no statute, rule, regulation or order in both cases the Company shall have been enacted, adopted or issued by any federal (U.S. or Canadianreceived duly authorized pay-off letters from all such holders), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viiivi) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares Preferred Stock at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Crestview Capital Master LLC), Securities Purchase Agreement (Chembio Diagnostics, Inc.)
Closing Conditions. (a) The obligations a. Purchaser’s obligation to complete the Closing and to the deliver the Purchase Price and subject to the satisfaction of each of the Company hereunder following conditions:
i. At or prior to the Closing, Seller must have delivered or caused to be delivered to Purchaser the following:
1. This Agreement duly executed by Seller;
2. Documentation sufficient to evidence the sale, conveyance, and transfer of the Shares to Purchaser;
3. Resolutions duly adopted by the Board of Directors of Seller approving the execution, delivery, and performance of this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”);
4. An instruction letter signed by Seller’s officer addressed to Company’s transfer agent of record, instructing the transfer agent to allocate the Shares and issue stock certificates pursuant to a schedule provided by Purchaser on or prior to Closing.
5. All corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Purchaser’s representatives with respect to Seller and Company; and
6. Such other documents as Purchaser may reasonably request in connection with the Closing are subject to the following conditions being met:this Agreement.
(i) the accuracy ii. Seller’s representations and warranties herein contained shall be true in all material respects on at the Closing Date of with the representations same effect as though made at such time. Seller shall have performed in all material respects all obligations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated complied in all material respects with all covenants and conditions required by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required Agreement to be performed or complied with by them at or prior to the Closing Date Closing.
iii. At the Closing, Seller or Company shall have been performed;
no liabilities, debts, payables (vi) contingent or otherwise), or tax obligations. Additionally, no action material changes to Seller’s business or financial condition shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of occurred since the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) date of this Agreement.
(b) The respective obligations iv. At the Closing, Company will be current in all SEC filings.
b. Seller’s obligation to complete the Closing pursuant to this Agreement shall be subject to the satisfaction of each of the Purchasers hereunder following conditions:
i. At or prior to the Closing, Purchaser must have delivered or caused to be delivered to Seller the following:
1. This Agreement duly executed by Purchaser;
2. The Purchase Price; and
3. Such other documentation as Seller may reasonably request in connection with the Closing are subject to the following conditions being met:transaction contemplated hereby.
(i) the accuracy ii. The representations and warranties of Purchaser in this Agreement shall be true in all material respects when made and on at the Closing Date of with the representations and warranties of the Company contained herein (unless same effect as of a specific date therein);
(ii) the Company though made at such time. Purchaser shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated performed in all material respects all obligations and complied in all material respects with all covenants and conditions required by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required Agreement to be performed or complied with at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cloud Security Corp.), Stock Purchase Agreement (Cloud Security Corp.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) The Company shall have filed, if applicable, a listing of additional shares notification with the NYSE American in connection with the sale and issuance of the Shares and Conversion Shares, and shall have received no objections thereto from the NYSE American; and
(iv) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)) and a certificate of the Company’s Chief Executive Officer or Chief Financial Officer attesting to the foregoing;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Glowpoint, Inc.), Securities Purchase Agreement (Glowpoint, Inc.)
Closing Conditions. (a) The obligations As a condition to the Purchasers’ obligation to close, at the Closing (unless otherwise specified below) the Company shall have satisfied each of the Company hereunder conditions set forth below or shall deliver or cause to be delivered to each Purchaser the items set forth below, as appropriate, any one or more of which may be waived in connection with writing by the Closing are subject to the following conditions being metPurchasers:
(i) this Agreement duly executed by the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein)Company;
(ii) obtaining shareholder approval (the Registration Rights Agreement duly executed by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this AgreementCompany;
(iii) receipt of conditional approval for the listing of Escrow Agreement duly executed by the Shares on Company, the Toronto Stock ExchangeEscrow Agent and the placement agents listed therein;
(iv) a legal opinion of each of Company Counsel and Israeli Company Counsel, in the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Lawsforms in Exhibit B attached hereto;
(v) the representations and warranties made by the Company herein shall be true and correct in all obligationsmaterial respects (except any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date hereof and as of the Closing Date with the same effect as if the representations and warranties were made as of the date hereof and as of the Closing Date;
(vi) all covenants, covenants agreements and agreements of each Purchaser required conditions contained in this Agreement to be performed at by the Company on or prior to the Closing Date shall have been performedperformed or complied with in all material respects;
(vivii) no action shall have been taken and no statute, rule, regulation regulation, order, decree, ruling or order injunction shall have been enacted, adopted entered, promulgated, endorsed or issued threatened or is pending by or before any federal governmental authority of competent jurisdiction which in any material respect restricts, prohibits or threatens to restrict or prohibit the consummation of any of the transactions contemplated by the Transaction Documents; and
(U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, viii) as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof. With respect to the closing conditions listed in (v), (vi), (vii) and (viii) above, the Company shall deliver a certificate to such effect, in form and substance reasonably satisfactory to the Placement Agents.
(b) As a condition to the Company’s obligation to close, at the Closing, each Purchaser shall have satisfied each of the conditions set forth below or shall deliver or cause to be delivered to the Company the items set forth below, as appropriate, any one or more of which may be waived in writing by the Company:
(i) this Agreement duly executed by such Purchaser;
(viiii) no action the Registration Rights Agreement duly executed by such Purchaser;
(iii) the representations and warranties made by the Purchasers herein shall be true and correct in all material respects (except any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date hereof and as of the Closing Date with the same effect as if the representations and warranties were made as of the date hereof and as of the Closing Date;
(iv) the Escrow Agreement duly executed by the Company, the Escrow Agent and the placement agents listed therein;
(v) each Purchaser shall have been taken performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or before the Closing;
(vi) no statute, rule, regulation regulation, executive order, decree, ruling or order injunction shall have been enacted, adopted entered, promulgated, endorsed or issued threatened or is pending by or before any federal governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of any of the transactions contemplated by the Transaction Documents; and
(U.S. or Canadianvii) each Purchaser shall have caused such Purchaser’s Subscription Amount to be deposited by wire transfer of immediately available funds to such non-interest bearing escrow account of the Escrow Agent as the Escrow Agent shall designate (the “Escrowed Funds”), state, provincial or territorial governmental or regulatory authority and the Escrow Agent shall have confirmed that would, it is prepared to transfer such amount to the Company subject only to satisfaction of the receipt of the certificate provided in Section 2.3 hereof; and
(viii) as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court there shall have been issued that wouldno Material Adverse Effect with respect to the Company since the date hereof.
(c) As a condition to the Company’s and each Purchaser’s obligation to close, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);Ordinary Shares on the Official List of the United Kingdom Listing Authority shall have been de-listed, and the Registration Statement shall be declared effective only following such de-listing.
(xd) As a condition to the Company’s and each Purchaser’s obligation to close, by the time of the Closing, the board of directors of the Company shall have obtained shareholder approval (by approved the requisite majority) at issuance of the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; andShares.
(xie) the Company shall have caused the terms of stock options issued and available for issuance under As a condition to the Company’s stock option plans and each Purchaser’s obligation to be adjusted to reflect close, by the ten for one consolidation time of the Common Shares effected in MayClosing, 2010the Tel Aviv Stock Exchange shall have approved the listing of the Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (XTL Biopharmaceuticals LTD), Securities Purchase Agreement (XTL Biopharmaceuticals LTD)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the satisfaction (or waiver in writing by the Company) of the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the satisfaction (or waiver in writing by each Purchaser solely as to such Purchaser) of the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of hereof until the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viiiv) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares and Warrants at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Galera Therapeutics, Inc.), Securities Purchase Agreement (Galera Therapeutics, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date (except to the extent expressly made as of a specific date therein in which case as of such date) of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein)herein;
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser set forth in the Transaction Documents and required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date (except to the extent expressly made as of a specific date therein in which case as of such date) of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company set forth in the Transaction Documents and required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market whichthat, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Slinger Bag Inc.), Securities Purchase Agreement (Vaccinex, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement;
(iv) the Escrow Agent shall have received executed signature pages to this Agreement and the Escrow Agreement from Purchasers showing an agreement to purchase the Notes hereunder with an aggregate purchase price of up to $500,000 and the Escrow Agent shall have received an aggregate of up to $500,000 in corresponding Subscription Amounts from such Purchasers in cash.
(b) The respective obligations of the Purchasers a Purchaser hereunder in connection with the Closing Closing, unless waived by such Purchaser, are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time from the date hereof prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xivi) the Company Escrow Agent shall have caused received executed signature pages to this Agreement from Purchasers showing an agreement to purchase the terms Notes with an aggregate purchase price of stock options issued up to $500,000 and available for issuance under the Company’s stock option plans Escrow Agent shall have received an aggregate of up to be adjusted to reflect the ten for one consolidation of the Common Shares effected $500,000 in May, 2010corresponding Subscription Amounts from such Purchasers in cash.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Be Active Holdings, Inc.), Securities Purchase Agreement (Be Active Holdings, Inc.)
Closing Conditions. (a) The obligations of the Company Enstar hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers CPPIB and CPPIB LP contained herein (unless except (A) to the extent expressly made as of a specific date thereinan earlier date, in which case only as of such date, and (B) for the representations and warranties in Section 3.2(c) and Section 3.3(c), which must be accurate in all respects on the Closing Date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser CPPIB and CPPIB LP under this Agreement required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser (A) CPPIB of the items set forth in Section 2.4(b2.3(b) and (B) CPPIB LP of this Agreementthe items set forth in Section 2.3(c); and
(iv) the filing of appropriate pre-closing notices of the Transaction to the applicable regulators in the jurisdictions set forth on Exhibit B hereto and none of such regulators shall have asserted a right to review and/or approve the Transaction.
(b) The respective obligations of the Purchasers CPPIB hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company Enstar contained herein (unless except to the extent expressly made as of a specific date thereinan earlier date, in which case only as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company Enstar under this Agreement required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(viii) the delivery by the Company Enstar of the items required to be delivered to CPPIB set forth in Section 2.4(a2.3(a); and
(iv) the filing of this Agreementappropriate pre-closing notices of the CPPIB Transaction to the applicable regulators in the jurisdictions set forth on Exhibit B hereto and none of such regulators shall have asserted a right to review and/or approve the CPPIB Transaction.
(c) The obligations of CPPIB LP hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of Enstar contained herein (except to the extent expressly made as of an earlier date, in which case only as of such date);
(viii) there shall have been no Material Adverse Effect with respect all obligations, covenants and agreements of Enstar under this Agreement required to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation be performed at or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Date shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any performed in all material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closingrespects;
(ixiii) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one delivery by Enstar of the Purchaser Designees, effective as of the Closing, and waiving (items required to be delivered to CPPIB LP set forth in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plansSection 2.3(a);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xiiv) the Company filing of appropriate pre-closing notices of the CPPIB LP Transaction to the applicable regulators in the jurisdictions set forth on Exhibit B hereto and none of such regulators shall have caused asserted a right to review and/or approve the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010CPPIB LP Transaction.
Appears in 2 contracts
Samples: Purchase Agreement (Enstar Group LTD), Purchase Agreement (Canada Pension Plan Investment Board)
Closing Conditions. (1) The Managers shall be obliged to pay for, and take delivery of the Notes only (A) if: (i) as of the Closing Date, the representations, warranties and agreements of the Issuer herein contained are true and correct in all material respects and have been duly complied with (to the extent that such compliance is due on or before the Closing Date), and (ii) all timely and reasonable requests for additional information shall have been complied with to the satisfaction of the Managers, and (B) subject to:
(a) The obligations receipt by [insert Documentation Manager] (the “Documentation Manager”), on behalf of the Company hereunder Managers, on the Closing Date of a certificate of the Issuer dated the Closing Date and signed on behalf of the Issuer certifying that as of the Closing Date, (i) the representations and warranties contained in connection § 8(1) and in Schedule 4 are true and correct as if made on the Closing Date, (ii) that the Issuer has complied with all agreements herein contained (to the extent that such compliance is due on or before the Closing Date), and (iii) no stop order suspending the effectiveness of the Registration Statement or preventing the use of any of the Disclosure Documents has been issued and no proceedings for such purpose have been instituted or are pending, or, to the Issuer’s knowledge, are threatened by the Commission;
(b) receipt by the Documentation Manager, on behalf of the Managers, on the Closing Date of the following written opinions and disclosure letters dated the Closing Date, in the form agreed with the Closing are subject to the following conditions being metManagers:
(i) the accuracy opinion of the Legal Department of the Issuer as to the laws of the Federal Republic of Germany;
(ii) the opinion and disclosure letter of Xxxxxxxx & Xxxxxxxx LLP, U.S. counsel to the Issuer;
(iii) the disclosure letter of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, U.S. counsel to the Managers; and
(iv) the opinion of Hengeler Xxxxxxx Partnerschaft von Rechtsanwälten mbB, German counsel to the Managers; [insert in all material respects the case DBTCA will act as Registrar and Paying Agent:
(c) receipt by the Registrar prior to or on the Closing Date of the representations and warranties of each Global Certificates duly executed on behalf of the Purchasers contained herein (unless as Issuer for authentication and delivery of a specific date therein);
(ii) obtaining shareholder approval the authenticated Global Certificates (by the requisite majorityit or on its behalf) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date to DBTCA, as custodian for DTC, against payment of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting net subscription amount for the transactions contemplated by this AgreementNotes pursuant to § 11;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading ] [insert in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally case BNY Mellon will act as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.Paying Agent:
Appears in 2 contracts
Samples: Subscription Agreement (KfW), Subscription Agreement (KfW)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b1) The respective obligations of the Purchasers hereunder Investors, on the one hand, and the Company, on the other hand, to consummate the Closing are each subject to the satisfaction or written waiver by the Company and the Investors of the following conditions prior to the Closing:
(A) No provision of any Law and no judgment, injunction, order or decree shall prohibit the Closing or shall prohibit or restrict the Investors or any of their respective Affiliates from owning or voting any Common Shares;
(B) All Governmental Consents required to have been obtained at or prior to the TARP Closing Date in connection with the execution, delivery or performance of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby shall have been obtained and shall be in full force and effect on the Investor Closing are Date;
(C) The Company shall have complied with the requirements of NASDAQ Marketplace Rule 5635(f) to avail itself of NASDAQ’s financial viability exception; and
(D) The Company and the Investors, subject to delivering an “access letter” in a form acceptable to PricewaterhouseCoopers and each Investor, shall have received: (i) a limited scope tax opinion (the “PwC Opinion”) from PricewaterhouseCoopers, satisfactory in form and substance to each Investor and that may, by its terms, be relied upon by the Investors, documenting the effect of the transactions contemplated by the Transaction Documents with respect to the absence of an “ownership change” for purposes of Section 382 of the Code, (ii) the numerical analysis identifying the testing dates evaluated in the PwC Opinion during the applicable analysis period, the ownership interest held by each shareholder and the ownership change percentage associated with each testing date, (iii) a comprehensive list of all assumptions and Company representations relied upon by PricewaterhouseCoopers in preparing the PwC Opinion and (iv) a copy of all source documentation relied upon by PricewaterhouseCoopers in preparing the PwC Opinion.
(2) The obligation of each Investor to purchase the Common Shares to be purchased by it at the Closing is also subject to the satisfaction or written waiver by such Investor, as applicable, of the following conditions being metprior to the Closing:
(iA) the accuracy in all material respects when made and on the Closing Date of the The representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) this Agreement shall be true and correct in all respects on and as of the date of this Agreement;
, and on and as of the TARP Closing Date as though made on and as of the TARP Closing Date, and on and as of the Investor Closing Date as though made on and as of the Investor Closing Date, except where the failure to be true and correct (vi) there shall without regard to any materiality or Material Adverse Effect qualifications contained therein), individually or in the aggregate, would not be reasonably likely to have been no a Material Adverse Effect with respect to the Company since (and except that (1) representations and warranties made as of a specified date shall be true and correct as of such date and (2) the date hereofrepresentations and warranties set forth in Section 2.2(a), Section 2.2(b), Section 2.2(c), Section 2.2(d)(2)(A)(i), Section 2.2(e), Section 2.2(o), Section 2.2(q)(4), Section 2.2(ee), Section 2.2(hh), Section 2.2(ii), Section 2.2(ll), and Section 2.2(mm) shall be true and correct in all respects);
(viiB) no action The Company shall have performed and complied with in all material respects all agreements, covenants and conditions required by the Transaction Documents to be performed by it on or prior to the Investor Closing Date (except that with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have performed and complied with such agreements, covenants and conditions, as so qualified, in all respects);
(C) Each Investor shall have received a certificate, dated as of the Investor Closing Date, signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(c)(2)(A) and Section 1.2(c)(2)(B) have been satisfied on and as of the Investor Closing Date;
(D) Each Investor who, together with its Affiliates and persons who share a common investment advisor with such Investor, has committed to acquire a beneficial ownership of 5% or more of the outstanding shares of Common Stock (collectively, the “9.9% Investors” and each a “9.9% Investor”) has received, in each 9.9% Investor’s sole discretion, satisfactory feedback from the Federal Reserve that such 9.9% Investor will not have “control” of the Company or the Bank for purposes of the BHCA and that no notice is required under the CIBC Act (each, a “Non-Control Determination”);
(E) There shall not be any action taken or pending, or any Law enacted, entered, enforced or applicable to the Company or the Company Subsidiaries, any Investor or its Affiliates or the transactions contemplated by the Transaction Documents, by any Governmental Entity, whether in connection with the Non-Control Determinations specified in Section 1.2(c)(2)(D) or otherwise, which imposes any restriction or condition that such Investor determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the benefits of the transactions contemplated hereby to such Investor to such a degree that such Investor would not have entered into the Transaction Documents had such condition or restriction been known to it on the date of this Agreement (any such condition or restriction, a “Burdensome Condition”); for the avoidance of doubt, any requirement to disclose the identities or financial condition of limited partners, shareholders or non-managing members of such Investor or its Affiliates or its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Investor in its sole discretion;
(F) Since the date of this Agreement, a Material Adverse Effect shall not have occurred and no statutechange or other event shall have occurred that, ruleeither individually or in the aggregate, would reasonably be likely to have a Material Adverse Effect;
(G) Sufficient funds shall be in escrow for the benefit of the Company for the Primary Share Purchases, on terms and conditions fully disclosed to, and acceptable to, each Investor, in each case at a price per share equal to the Purchase Price (with the aggregate amount in escrow constituting the “Primary Investor Proceeds”);
(H) The purchase of Common Shares by such Investor shall not result in such Investor, together with any other person whose Company securities would be aggregated with such Investor’s Company securities for purposes of any bank regulation or order shall law, to collectively be deemed to own, control or have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, the power to vote more than 9.9% of the outstanding shares of Common Stock as of the Closing Date, prevent the issuance or sale ;
(I) All of the Shares by TARP Preferred Stock and the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court TARP Warrant shall have been issued that would, as of exchanged for the Closing Date, prevent Converted Shares in accordance with the issuance or sale of the Shares by the CompanyExchange Agreement;
(viiiJ) from The Secondary Share Purchases shall have been completed pursuant to the TARP Securities Purchase Agreements, on terms and conditions fully disclosed to, and acceptable to, each Investor, in each case at a price per share equal to the Purchase Price, for an aggregate purchase price equal to the number of Converted Shares times the Purchase Price (the “Secondary Investor Proceeds”);
(K) The Primary Investor Proceeds and the Secondary Investor Proceeds shall, in the aggregate, be at least $90,000,000 and no more than $92,000,000;
(L) The Local Investors shall have deposited sufficient funds into escrow for the benefit of the Company for the purchase of the shares of Common Stock allocated to the Local Investors pursuant to the Subscription Agreements, on terms and conditions fully disclosed to, and acceptable to, each Investor, in each case at a price per share equal to the Purchase Price;
(M) At any time after the date hereof to of this Agreement, the Closing Date, trading in the Common Shares on the Toronto Stock Exchange Company shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior enter into or entered into (i) any agreement or transaction in order to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or raise capital other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (than in connection with the transactions contemplated by this Agreementthe Transaction Documents, or (ii) any acceleration transaction that resulted in, or would result in if consummated, a Change in Control of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(xN) Each Investor shall have received a certificate signed on behalf of the Company by a senior executive of the Company, dated as of the Investor Closing Date, certifying (i) the Company shall have obtained shareholder approval (resolutions adopted by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as or a Purchaser Designeeduly authorized committee thereof approving the transactions contemplated by the Transaction Documents and the issuance of the Common Shares in the Private Placement, (ii) the current versions of the Articles of Incorporation, as contemplated amended, and By-Laws, as amended, of the Company, (iii) as to the signatures and authority of the individuals signing this Agreement and related documents on behalf of the Company, and (iv) such other matters as may be reasonably requested by Section 4.12; andthe Investors;
(xiO) At the Closing, the Company shall have caused each Investor to receive, substantially in the terms form set forth as Exhibit B hereto, an opinion of stock options issued and available for issuance under Xxxxx Xxxx LLP, counsel to the Company’s stock option plans ;
(P) The Common Stock (i) shall be designated for listing and quotation on the Nasdaq Stock Market and (ii) shall not have been suspended, as of the Investor Closing Date, by the SEC or the Nasdaq Stock Market from trading on the Nasdaq Stock Market; and
(Q) Each of the directors and executive officers of the Company shall be participating in the Private Placement, either as Primary Investors or Secondary Investors.
(3) The obligations of the Company hereunder to be adjusted to reflect the ten for one consolidation of issue and sell the Common Shares effected to each Investor at the Closing is subject to the satisfaction or written waiver by the Company of the following conditions prior to the Closing:
(A) The several and not joint representations and warranties of each Investor set forth in Maythis Agreement shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Investor Closing Date as though made severally and not jointly on and as of the Investor Closing Date except where the failure to be true and correct (without regard to any materiality qualifications contained therein) would materially adversely affect the ability of such Investor to perform its obligations hereunder;
(B) Each Investor shall have performed and complied with in all material respects all agreements, 2010covenants and conditions required by the Transaction Documents to be performed by it on or prior to the Investor Closing Date (except that with respect to agreements, covenants and conditions that are qualified by materiality, such Investor shall have performed and complied with such agreements, covenants and conditions, as so qualified, in all respects); and
(C) The Company shall have received a certificate, dated as of the Investor Closing Date, from each Investor signed on behalf of such Investor by a senior executive officer or similar official of such Investor certifying to the effect that the conditions set forth in Section 1.2(c)(3)(A) and Section 1.2(c)(3)(B) have been satisfied on and as of the Investor Closing Date, solely as to such Investor.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Atlantic Capital Bancshares, Inc.), Stock Purchase Agreement (First Security Group Inc/Tn)
Closing Conditions. (a) The obligations of the Company hereunder with respect to any Purchaser in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers such Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each such Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each such Purchaser of the items set forth in Section 2.4(b2.3(b) of this Agreement; and
(iv) Nasdaq shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents in the absence of stockholder approval of such transactions.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy representations and warranties made by the Company in ARTICLE III hereof qualified as to materiality shall be true and correct as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in ARTICLE III hereof not qualified as to materiality shall be true and correct in all material respects when made as of the date hereof and on the Closing Date of Date, except to the representations and warranties of the Company contained herein (unless extent any such representation or warranty expressly speaks as of a specific date therein)an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date Date, whether under this Agreement or the other Transaction Documents, shall have been performedperformed in all material respects;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.3(a) of this Agreement;
(iv) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Units and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect, except for such that could not reasonably be expected to have a Material Adverse Effect;
(v) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents;
(vi) no stop order or suspension of trading shall have been imposed by Nasdaq, the Commission or any other governmental or regulatory body with respect to public trading in the Common Stock; and
(vii) Nasdaq shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents in the absence of stockholder approval of such transactions.
(viii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement (GTX Inc /De/), Securities Purchase Agreement (GTX Inc /De/)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company and the representations and warranties of Artemis contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) Immediately following the closing of the Acquisition Agreement and assuming receipt of the net proceeds raised hereunder, the net cash balance on hand (net of any fees and expenses related to the consummation of the Acquisition Agreement or current liabilities) shall be at least $1.1 million, as certified by the Company’s chief financial officer;
(iv) The license agreement by and between Artemis, Hadasit Medical Research Services & Development, Ltd. and Hong Kong University of Science and Technology R and D Corporation Limited has been entered into and finalized; and
(v) the delivery of written evidence satisfactory to the Purchasers of the consummation of the transactions contemplated by the Acquisition Agreement;
(vi) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(vivii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 2 contracts
Samples: Securities Purchase Agreement (New York Global Innovations Inc.), Securities Purchase Agreement (New York Global Innovations Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(viiii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as the filing of the Closing Date, prevent Certificate of Designations for the issuance or sale Preferred Stock with the Secretary of State of the Shares by the Company; and no injunction or order State of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the CompanyDelaware; and
(viiv) the delivery by each the Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the consummation of the Acquisition Closing;
(iv) the filing of the Certificate of Designations for the Preferred Stock with the Secretary of State of the State of Delaware; and
(v) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Avalon GloboCare Corp.)
Closing Conditions. (1) The Managers shall be obliged to pay for, and take delivery of the Bonds only (A) if: (i) as of the Closing Date, the representations, warranties and agreements of the Issuer herein contained are true and correct in all material respects and have been duly complied with (to the extent that such compliance is due on or before the Closing Date), and (ii) all timely and reasonable requests for additional information shall have been complied with to the satisfaction of the Managers, and (B) subject to:
(a) The obligations receipt by [insert Documentation Manager] (the “Documentation Manager”), on behalf of the Company hereunder Managers, on the Closing Date of a certificate of the Issuer dated the Closing Date and signed on behalf of the Issuer certifying that as of the Closing Date, (i) the representations and warranties contained in connection § 8(1) and in Schedule 5 are true and correct as if made on the Closing Date, (ii) that the Issuer has complied with all agreements herein contained (to the extent that such compliance is due on or before the Closing Date), and (iii) no stop order suspending the effectiveness of the Registration Statement or preventing the use of any of the Disclosure Documents has been issued and no proceedings for such purpose have been instituted or are pending, or, to the Issuer’s knowledge, are threatened by the Commission;
(b) receipt by the Documentation Manager, on behalf of the Managers, on the Closing Date of the following written opinions and disclosure letters dated the Closing Date, in the form agreed with the Closing are subject to the following conditions being metManagers:
(i) the accuracy in all material respects opinion of the Legal Department of the Issuer as to the laws of the Federal Republic of Germany;
(ii) the opinion and disclosure letter of Xxxxxxxx & Xxxxxxxx LLP, U.S. counsel to the Issuer;
(iii) the disclosure letter of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, U.S. counsel to the Managers; and
(iv) the opinion of Hengeler Xxxxxxx Partnerschaft von Rechtsanwälten mbB, German counsel to the Managers;
(c) receipt by the Registrar prior to or on the Closing Date of:
(i) the CBF Global Certificate duly executed on behalf of the Issuer; and
(ii) the DTC Global Certificate duly executed on behalf of the Issuer; for authentication and delivery (by it or on its behalf) on the Closing Date (y) of the CBF Global Certificate to CBF and (z) the DTC Global Certificate to Deutsche Bank Trust Company Americas as custodian for DTC, against payment of the net subscription amount for the Bonds pursuant to § 11;
(d) receipt by the Documentation Manager, on behalf of the Managers, prior to or on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein)documents listed in Schedule 7;
(iie) obtaining shareholder approval (receipt by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing Documentation Manager, on behalf of the Shares Managers, on the Toronto Stock Exchange;
(iv) the offer date of this Agreement and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken of comfort letters, in the form agreed with the Managers, dated the date of this Agreement and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian)respectively, state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Companyfrom [·]; and
(viif) receipt by the delivery by each Purchaser Documentation Manager, on behalf of the items Managers, of a copy of the Supplemental Agency Agreement as executed, delivered and exchanged by the respective parties thereto.
(2) The Managers may, at their discretion and upon terms as they deem appropriate, waive compliance with the whole or any part of § 10(1) above. Upon delivery and payment as set forth in Section 2.4(b§ 11, the conditions of § 10(1) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject above shall either be fulfilled or deemed waived, without any prejudice to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect any liability with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order an inaccuracy of any federal (U.S. representation or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010warranty.
Appears in 1 contract
Samples: Subscription Agreement (KfW)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the satisfaction (or waiver in writing by the Company) of the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the satisfaction (or waiver in writing by each Purchaser solely as to such Purchaser) of the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect from the date hereof to the Closing Date with respect to the Company since the date hereof;Company; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing Date, trading in the Common Ordinary Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares and Warrants at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sol-Gel Technologies Ltd.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) the purchase of subscription receipts evidencing Shares and Warrants for aggregate purchase price of $3,000,0000 by directors, officers or employees of the Company or its Subsidiaries, subject to such approval as may be required by the applicable rules and regulations of New York Stock Exchange from the shareholders of the Company;
(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiivi) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) the Company shall have extended the maturity date of Company’s Amended and Restated Revolving Credit, Term Loan and Security Agreement entered into between the Company and PNC Bank until April 30, 2018 and delivered evidence thereof to the Purchasers, which evidence shall be satisfactory to the Purchasers;
(v) the Company shall be in compliance with or PNC Bank shall have waived any breach of the covenants related to the Company’s variable rate Revolving Line of Credit and Term Loan A, Term Loan B, Term Loan C and Term Loan D with PNC Bank and delivered evidence thereof to the Purchasers, which evidence shall be satisfactory to the Purchasers;
(vi) the aggregate Subscription Amount shall be at least $1,000,000;
(vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Air Industries Group)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing with respect to each Purchaser individually are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of each of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (; provided, that such closing condition is applicable to each Purchaser individual and the failure to satisfy such closing condition by any other Purchaser shall not give the requisite majority) at Company the Shareholders’ Meeting for right to abandon the transactions contemplated by this Agreement;Agreement as to such other Purchaser.
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(vii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing Date, trading in the Common Ordinary Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(viiii) no action shall have been taken execution and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as delivery of the Closing DateSixth Amendment to that certain Loan and Security Agreement, prevent the issuance or sale of the Shares dated March 15, 2019, by and among the Company; , Solar Capital, Ltd., the guarantors party thereto, and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Companylenders party thereto; and
(viiiv) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Apollo Endosurgery, Inc.)
Closing Conditions. (a) The obligations of At the Closing the Company hereunder in connection with the Closing are subject shall deliver or cause to the following conditions being met:be delivered to each Purchaser (except as otherwise provided below):
(i) this Agreement duly executed by the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein)Company;
(ii) obtaining shareholder approval on or prior to the 30th calendar day following the Closing, one or more stock certificates, registered in the name of such Purchaser free and clear of all restrictive and other legends (by except as expressly provided in Section 4.1(b) hereof), evidencing such number of Shares set forth opposite such Purchaser’s name on Schedule A hereto, registered in the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreementname of such Purchaser;
(iii) receipt on or prior to the 30th calendar day following the Closing, a warrant certificate, registered in the name of conditional approval for such Purchaser, pursuant to which such Purchaser shall have the listing right to acquire up to the number of the Warrant Shares set forth opposite such Purchaser’s name on the Toronto Stock ExchangeSchedule A hereto;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares Registration Rights Agreement duly executed by the Company; and
(viiv) a legal opinion of Company Counsel, in the delivery by each Purchaser form of the items set forth in Section 2.4(b) of this AgreementExhibit B attached hereto.
(b) The respective obligations of the Purchasers hereunder in connection with At the Closing are subject each Purchaser shall deliver or cause to be delivered to the following conditions being metCompany the following:
(i) this Agreement duly executed by such Purchaser;
(ii) such Purchaser’s Subscription Amount as to such Closing by wire transfer to the accuracy account of the Company as provided to the Purchasers in all material respects when made and on writing prior to the Closing Date of Date; and
(iii) the Registration Rights Agreement duly executed by such Purchaser.
(c) All representations and warranties of the Company other party contained herein shall remain true and correct as of the Closing Date (unless except for representations and warranties that speak as of a specific date thereindate, which representations and warranties must be correct as of such date);
(ii) the Company , and each party shall have obtained shareholder approval (by performed and complied in all material respects with the requisite majority) at the Shareholders’ Meeting for the transactions contemplated covenants and conditions required by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required Agreement to be performed or complied with by the party at or prior to the Closing Date shall have been performed;Closing.
(vd) the delivery by the Company As of the items set forth in Section 2.4(a) of this Agreement;
(vi) Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof;.
(viie) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from From the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010State authorities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cortex Pharmaceuticals Inc/De/)
Closing Conditions. (a) The obligations of At each Closing (unless otherwise specified below) the Company hereunder in connection with shall deliver or cause to be delivered to each Purchaser the Closing are subject to the following conditions being metfollowing:
(i) this Agreement duly executed by the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein)Company;
(ii) obtaining shareholder approval (within 3 Business Days of the Closing Date, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the requisite majority) at Per Share Purchase Price, registered in the Shareholders’ Meeting for the transactions contemplated by this Agreementname of such Purchaser;
(iii) receipt within 3 Business Days of conditional approval for the listing Closing Date, a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the Shares on the Toronto Stock Exchangeto be issued to such Purchaser at such Closing;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares Registration Rights Agreement duly executed by the Company; and
(viiv) a legal opinion of Company Counsel, in the delivery by each Purchaser form of the items set forth in Section 2.4(b) of this AgreementExhibit A attached hereto.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject At a Closing, each Purchaser shall deliver or cause to be delivered to the following conditions being metCompany the following:
(i) this Agreement duly executed by such Purchaser;
(ii) such Purchaser’s Subscription Amount as to such Closing by wire transfer to the accuracy account of the Company as provided to the Purchasers in all material respects when made and on writing prior to the Closing Date of Date; and
(iii) the Registration Rights Agreement duly executed by such Purchaser.
(c) All representations and warranties of the Company other party contained herein shall remain true and correct as of the Closing Date (unless except for representations and warranties that speak as of a specific date thereindate, which representations and warranties must be correct as of such date);.
(iid) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing As of the Shares on the Toronto Stock Exchange;
(iv) all obligationsClosing Date, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;.
(viie) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from From the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010State authorities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Immune Response Corp)
Closing Conditions. (a) The obligations of the Company hereunder in connection with to effect the Closing with respect to each Purchaser are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the date of this Agreement and the Closing Date of the representations and warranties of each of the Purchasers such Purchaser (for itself) contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed or obtained at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken performed and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Companyobtained; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of a Purchaser hereunder to effect the Purchasers hereunder in connection with the Closing Closing, unless waived by such Purchaser, are subject to the following conditions being met:
(i) the accuracy in all material respects when made and (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the date of this Agreement and Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all Required Approvals, obligations, covenants and agreements of the Company and parties and required signatories to and under the Transaction Documents (except for Purchaser) required to be performed or obtained at or prior to the Closing Date shall have been performedperformed and obtained;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) the Company shall have fulfilled all its obligations pursuant to the letter from the Nasdaq Stock Market to the Company dated September 27, 2024 and Nasdaq shall have agreed that the Company meets the continued listing requirements applicable to the Company’s Common Shares on the Nasdaq Capital Market; and
(v) the Company shall have binding commitments from Purchasers for the full $3,200,000 subscription amount in the Financing Transaction; and
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (NLS Pharmaceutics Ltd.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) contemporaneously with the Closing, the issuance of Subordinated Indebtedness in principal amount of at least $500,000, which Subordinated Indebtedness shall have a term of 3 years and a conversion price of not less than $0.07 and may be issued with a number of warrants to purchase Common Stock equal to up to 100% of the shares underlying the Subordinated Notes with an exercise price of $0.08;
(v) the delivery by the Company of duly executed and delivered Subordination Agreements from each holder of Subordinated Indebtedness;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the applicable Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) as to the Second Closing, the FDA Data Submission shall have occurred and satisfactory evidence thereof has been provided to the Purchasers, unless the thirtieth (30th) calendar day following the date hereof shall have occurred prior to the FDA Data Submission Date;
(v) as to the Second Closing, the Registration Statement shall be effective for the sale of the Securities to the Purchasers in the Second Closing and a Triggering Event shall not have occurred or, with the giving of notice or expiration of cure period, a Triggering Event is not reasonably likely to occur within ten Trading Days of the Second Closing Date;
(vi) as to the First Closing, the Company shall have suspended sales under the Aspire Purchase Agreement and shall have delivered evidence thereof that is satisfactory to the Purchasers in their sole discretion;
(vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viii) from the date hereof to the applicable Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Dateapplicable Closing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Innovation Pharmaceuticals Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein, in which case they shall be accurate in all material respects as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement2.2(b).
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein, in which case they shall be accurate in all material respects as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement2.2(a);
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(viiv) no action the Company shall have been taken and no statutedelivered a certificate, ruleexecuted on behalf of the Company by its Secretary, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, dated as of the Closing Date, prevent certifying the issuance or sale resolutions adopted by the Board of Directors of the Shares Company approving the transactions contemplated by this Agreement and the other Transaction Documents, certifying the current versions of the Company; ’s certificate or articles of incorporation and no injunction or order bylaws) and certifying as to the signatures and authority of any federal Persons signing the Transaction Documents and related documents on behalf of the Company;
(U.S. or Canadian), state, provincial or territorial court vi) the Company shall have been issued that woulddelivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, prevent certifying to the issuance or sale fulfillment of the Shares by the Company;conditions specified in this Section 2.3(b); and
(viiivii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder with respect to any Purchaser in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers such Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each such Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each such Purchaser of the items set forth in Section 2.4(b) of this Agreement; and
(iv) NASDAQ shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents in the absence of stockholder approval of such transactions.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy representations and warranties made by the Company in ARTICLE 3 hereof qualified as to materiality shall be true and correct as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in ARTICLE 3 hereof not qualified as to materiality shall be true and correct in all material respects when made as of the date hereof and on the Closing Date of Date, except to the representations and warranties of the Company contained herein (unless extent any such representation or warranty expressly speaks as of a specific date therein)an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date Date, whether under this Agreement or the other Transaction Documents, shall have been performedperformed in all material respects;
(viii) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(iv) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect, except for such that could not reasonably be expected to have a Material Adverse Effect;
(v) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents;
(vi) no stop order or suspension of trading shall have been imposed by NASDAQ, the Commission or any other governmental or regulatory body with respect to public trading in the Common Stock;
(vii) NASDAQ shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents in the absence of stockholder approval of such transactions; and
(viii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Enphase Energy, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the each Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the each Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Companyperformed in all material respects; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the each Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the each Closing Date shall have been performedperformed in all material respects;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) as to the First Tranche Closing, the Stockholder Approval shall have been duly received and shall remain in full force and effect;
(v) as to the Second Tranche Closing, the Stockholder Approval shall have been duly received and shall remain in full force and effect and the twenty (20) calendar days’ waiting period after the Definitive Information Statement is sent to all holders of Common Stock as of the record date in accordance with Rule 14c-2(b) of the Exchange Act shall have expired;
(vi) as to the Second Tranche Closing, the Resale Registration Statement shall have been declared effective by the SEC under the Securities Act and shall remain effective as of the Second Tranche Closing Date;
(vii) as to the Second Tranche Closing, the Company shall have delivered to the Transfer Agent separate Irrevocable Transfer Agent Instructions, signed by the Company and the Transfer Agent, for each Purchaser with respect to the Underlying Shares to be issued to such Purchaser upon any conversion or exercise, as applicable, of such Purchaser’s Note and Warrant to be issued upon the First Tranche Closing Date;
(viii) as to the Second Tranche Closing, the Company shall have delivered to the Transfer Agent separate Irrevocable Transfer Agent Instructions, signed by the Company and the Transfer Agent, for each Purchaser with respect to the Underlying Shares to be issued to such Purchaser upon any conversion or exercise, as applicable, of such Purchaser’s Note and Warrant to be issued upon the Second Tranche Closing Date;
(ix) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiix) from the date hereof to the each Closing Date, as applicable, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the SEC or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the applicable Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the each applicable Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused filed with the terms of stock options issued and available Nasdaq Capital Market an application for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation listing of the shares of Common Shares effected in MayStock underlying the Notes and Warrants on the Nasdaq Capital Market, 2010a copy of which shall have been provided to the Purchasers, and the Nasdaq Capital Market shall have raised no objection with respect thereto; and
(xii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated hereby.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder with respect to any Purchaser in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the such Closing Date of the representations and warranties of each of such Purchaser contained herein, except to the Purchasers contained herein (unless extent that such representations and warranties specifically refer to an earlier date, in which case they shall be accurate in all material respects as of a specific date therein)such earlier date;
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each such Purchaser required to be performed at or prior to the such Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each such Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met, unless waived in the sole and absolute discretion of such Purchaser:
(i) the accuracy in all material respects when made and on the such Closing Date of the representations and warranties of the Company contained herein (unless herein, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be accurate in all respects as of a specific date therein)such earlier date;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to such Closing Date shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreementbeen performed;
(iii) the delivery by the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchangeitems set forth in Section 2.2(a) of this Agreement;
(iv) the delivery by the Company of the Lock-Up Agreements; and
(v) the aggregate Subscription Amount of all Purchasers hereunder shall be no less than $10,000,000.
(c) The obligations of each Purchaser hereunder to make any disbursement under a Note subsequent to the initial disbursement made on the Closing Date are subject to the following conditions being met, unless waived in the sole and absolute discretion of such Purchaser:
(i) the accuracy in all respects on the date of such disbursement of the representations and warranties of the Company contained herein, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be accurate in all respects as of such earlier date;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date date of such disbursement shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(viiii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiiv) the delivery of legal opinions from the date hereof Mxxxxxxx & Fxxxxxxx LLP, counsel to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior and Hxxxxxxxx & Sxxxxxx, PLLC, Nevada counsel to the Closing)Company, and, at any time prior each in a form reasonably acceptable to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall each Purchaser making a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closingdisbursement under a Note;
(ixv) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one delivery of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the CompanySecretary’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12Certificate; and
(xivi) the delivery of a certificate duly executed by an officer of the Company certifying as to the following matters:
(a) the accuracy in all respects on such disbursement date of the representations and warranties of the Company contained in this Agreement, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have caused be accurate in all respects as of such earlier date; and
(b) all obligations, covenants and agreements of the terms of stock options issued and available for issuance under the Company’s stock option plans Company required to be adjusted performed at or prior to reflect such disbursement date under this Agreement have been performed. Notwithstanding the ten for one consolidation foregoing, the obligation of each Purchaser to fund any disbursement under a Note subsequent to the Common Shares effected initial disbursement shall be in May, 2010such Purchaser’s sole discretion.
Appears in 1 contract
Samples: Securities Purchase Agreement (SANUWAVE Health, Inc.)
Closing Conditions. (a) Conditions to the Company’s Obligations. The obligations of the Company hereunder pursuant to Section 2.2 in connection with the Closing are subject to the satisfaction, or waiver in accordance with this Agreement, of the following conditions being meton or before the Closing Date:
(i) the accuracy transactions contemplated by the Merger Transaction Documents have closed in all material respects on the Closing Date of accordance with their respective terms;
(ii) the representations and warranties of each Purchaser contained herein shall be true and correct as of the Purchasers contained herein Closing Date (unless expressly made as of a specific an earlier date thereinherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at by any Purchaser on or prior to the Closing Date (other than the obligations set forth in Section 2.3 to be performed at the Closing) shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiv) the delivery by each Purchaser of the items set forth in such Purchaser is required to deliver prior to the Closing Date pursuant to Section 2.4(b) of this Agreement2.3(b).
(b) Conditions to each Purchaser’s Obligations. The respective obligations of the Purchasers hereunder each Purchaser and pursuant to Section 2.2 in connection with the Closing are subject to the satisfaction, or waiver in accordance with this Agreement, of the following conditions being meton or before the Closing Date, both before and after giving effect to the Closing:
(i) the accuracy transactions contemplated by the Merger Transaction Documents have closed in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (accordance with their respective terms without waiver or amendment unless as of a specific date therein)approved by each Purchaser;
(ii) the representations and warranties of each Company Party contained in any Transaction Document shall have obtained shareholder approval be true and correct as of the Closing Date in all respects (by the requisite majoritywithout regard to any materiality qualifier) at the Shareholders’ Meeting for the transactions contemplated by this Agreement(unless expressly made as of an earlier date herein in which case they shall be accurate as of such date);
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at by any Company Party or any on or prior to the Closing Date pursuant to any Transaction Document (other than the obligations set forth in Section 2.3 to be performed at the Closing) shall have been performed;
(viv) the delivery by the each Company Party of the items set forth such Company Party is required to deliver on or prior to the Closing Date pursuant to Section 2.3(a);
(v) there shall exist no Event of Default (as defined in Section 2.4(athe Notes) and no event which, with the passage of this Agreementtime or the giving of notice, would constitute an Event of Default;
(vi) there shall have been be no Material Adverse Effect breach of any obligation, covenant or agreement of any Company Party under the Transaction Documents and no existing event which, with respect to the Company since passage of time or the date hereofgiving of notice, would constitute such a breach;
(vii) no action Material Adverse Effect shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of occurred from the date hereof through the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to through the Closing Date, trading in the shares of Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak outbreak, including, without limitation, a pandemic, or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, and without regard to any factors unique to such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one Company meets the current public information requirements under Rule 144 in respect of the Purchaser Designees, effective as Conversion Shares or Warrant Shares and or any other Registrable Securities or other shares of Common Stock issuable under the Closing, and waiving (in connection with Notes or the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);Warrants; and
(x) any other conditions contained herein or the other Transaction Documents, including delivery of the items that any Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx Party is required to deliver on or prior to the Board of Directors as a Purchaser Designee, as contemplated by Closing Date pursuant to Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 20102.3.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the date hereof and on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(viiii) no action all conditions to the Merger Agreement shall have been taken met and no statute, rule, regulation or order the consummation of the transactions contemplated by the Merger Agreement shall have occurred;
(iv) Shareholder Approval shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; obtained and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Companydeemed effective; and
(viiv) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the date hereof and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(viiv) no action Shareholder Approval shall have been taken obtained and no statute, rule, regulation or order deemed effective;
(vi) all conditions to the Merger Agreement shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as met and the consummation of the Closing Date, prevent transactions contemplated by the issuance or sale Merger Agreement shall have occurred;
(vii) the Registration Statement shall have been declared effective by the Commission for the resale of all of the Underlying Shares by the CompanyPurchasers; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity (excluding the COVID-19 pandemic) of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, which makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Communications Systems Inc)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) evidence of the filing and acceptance of the Amendment to the Series B Certificate of Designation from the Secretary of State of Delaware;
(iv) evidence of the filing and acceptance of the Amendment to the Series C Certificate of Designation from the Secretary of State of Delaware;
(v) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder with respect to any Purchaser in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers such Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each such Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each such Purchaser of the items set forth in Section 2.4(b) of this Agreement; and
(iv) NASDAQ shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents in the absence of stockholder approval of such transactions.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy representations and warranties made by the Company in ARTICLE 3 hereof qualified as to materiality shall be true and correct as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in ARTICLE 3 hereof not qualified as to materiality shall be true and correct in all material respects when made as of the date hereof and on the Closing Date of Date, except to the representations and warranties of the Company contained herein (unless extent any such representation or warranty expressly speaks as of a specific date therein)an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date Date, whether under this Agreement or the other Transaction Documents, shall have been performedperformed in all material respects;
(viii) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(iv) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Units and the consummation of the other transactions contemplated by the Transaction Documents (subject, with respect to the issuance of Warrant Shares upon exercise of the Warrants, to effecting the Increased Shares Amendment), all of which shall be in full force and effect, except for such that could not reasonably be expected to have a Material Adverse Effect;
(v) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents;
(vi) no stop order or suspension of trading shall have been imposed by NASDAQ, the Commission or any other governmental or regulatory body with respect to public trading in the Common Stock;
(vii) NASDAQ shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents in the absence of stockholder approval of such transactions; and
(viii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Closing Conditions. (ai) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects Investor, on the Closing Date of one hand, and the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares Company, on the Toronto Stock Exchange;
(iv) other hand, to consummate the offer purchase and sale of the Shares shall be qualified provided for in this Agreement are each subject to the satisfaction or, to the extent permitted by Law and this Agreement, the waiver by the Company or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale Investor, as applicable, of the Shares shall be exempt from the requirements as following conditions to the filing of a prospectus Closing under applicable Securities Laws;this Agreement:
(vA) all obligations, covenants and agreements of each Purchaser All Governmental Consents required to be performed have been obtained at or prior to the Closing Date in connection with the execution, delivery or performance of this Agreement and the consummation of the transaction contemplated hereby shall have been performedobtained and shall be in full force and effect;
(viB) no action The Merger Transactions shall have been taken consummated in accordance with the Merger Agreement, including the approval of the Merger Agreement by the stockholders of each of the Company and no statuteCFB; and
(C) If required under applicable Law or the rules and regulations of the Nasdaq Stock Market, rulethe approval by stockholders of the Company of resolutions providing for the Company’s issuance of the maximum number of shares of Common Stock to be issued under this Agreement and in the Concurrent Other Transactions in accordance with this Agreement, regulation or order the definitive documentation relating to the Concurrent Other Transactions, and applicable Law and the rules and regulations of the Nasdaq Stock Market (such approval being referred to herein as the “Stockholder Approval”) shall have been enacted, adopted obtained.
(ii) The obligation of the Investor to consummate the purchase of Shares provided for in this Agreement is also subject to the satisfaction or issued waiver by any federal the Investor of the following conditions to the Closing:
(U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, A) (i) The Company Specified Representations shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date and (ii) the other representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date, prevent except, in the issuance case of this clause (ii) only, to the extent that the failure to be true and correct (without regard to any materiality or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or CanadianMaterial Adverse Effect qualifications contained therein), statewould not reasonably be expected to have, provincial individually or territorial court in the aggregate, a Material Adverse Effect and except, in the case of clauses (i) and (ii), that representations and warranties made as of a specified date shall be true and correct as of such date;
(B) The Company shall have been issued that wouldperformed and complied with, in all material respects, all agreements, covenants and conditions required by this Agreement to be performed by it on or prior to the Closing Date;
(C) The Investor shall have received a certificate, dated as of the Closing Date, prevent signed on behalf of the issuance Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(c)(ii)(A), Section 1.2(c)(ii)(B) and Section 1.2(c)(ii)(D) have been satisfied on and as of the Closing Date;
(D) Since the date of this Agreement, no Material Adverse Effect shall have occurred and no change or other event shall have occurred that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and
(E) The Company shall have executed and delivered a counterpart signature page to the Investor’s Rights Agreement.
(iii) The obligation of the Company to consummate the sale of the Shares provided for in this Agreement is also subject to the satisfaction or written waiver by the Company; andCompany of the following conditions to the Closing:
(viiA) the delivery by each Purchaser The representations and warranties of the items Investor set forth in Section 2.4(b) this Agreement shall be true and correct in all respects on and as of the date of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made Agreement and on and as of the Closing Date as though made on and as of the Closing Date, except to the extent that the failure to be true and correct (without regard to any materiality qualifications contained therein) would not materially adversely affect the ability of the Investor to perform its obligations hereunder and except that (1) representations and warranties made as of a specified date shall be true and correct as of such date and (2) the representations and warranties of the Company contained herein (unless as of a specific date therein)Investor set forth in Sections 2.3(d) and 2.3(f) shall be true and correct in all respects;
(iiB) the Company The Investor shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) performed and complied with, in all obligationsmaterial respects, all agreements, covenants and agreements of the Company conditions required by this Agreement to be performed at by it on or prior to the Closing Date Date; and
(C) The Company shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statutereceived a certificate, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, dated as of the Closing Date, prevent the issuance or sale signed on behalf of the Shares Investor by a duly authorized person certifying to the Company; effect that the conditions set forth in Section 1.2(c)(iii)(A) and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall Section 1.2(c)(iii)(B) have been issued that would, satisfied on and as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(v) the Company shall have adequate placement capacity under ASX Listing Rules to issue all Securities to the Purchasers;
(vi) the Warrant Prospectus has been lodged with ASIC and (A) ASIC has not issued a stop order under section 739 of the Corporations Act to prevent the issue of securities under it, or called a hearing to consider a stop order; (B) no person has made a notification under section 730 of the Corporations Act; or (C) no other event has occurred to prevent the issue of the Warrants under the Warrant Prospectus;
(vii) no action the Company shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as be entitled to issue a Cleansing Notice in respect of the Closing Date, prevent the issuance or sale issue of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the CompanyOrdinary Shares;
(viii) the ADSs issued at the Closing have been accepted for listing on The Nasdaq Stock Market and the Shares issued at the Closing have been accepted for listing on the ASX; and
(ix) from the date hereof to the Closing Date, trading in the Common ADSs and/or Ordinary Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior ’s principal Trading Market with respect to the Closing)such security, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Closing Conditions. (a) 4.1 Conditions Precedent to the Obligations of Parties other than the Lessee on the Closing Date. The obligations obligation of each of the Company hereunder parties hereto (other than the Lessee) to participate in connection with the transactions contemplated hereby on the Closing are Date shall be subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date (except that (i) the obligation of any such party shall have been performed;not be subject to such party's own performance or compliance and (ii) the conditions specified below as being only for the benefit of a specified party or parties need be fulfilled only to the satisfaction of, or waived by, such party or parties). (To the extent such conditions precedent require the delivery of any agreement, document, instrument, opinion or any other item, such shall be in form and substance reasonably satisfactory to the Owner Trustee, the Holders, the Lenders and the Agent.):
(via) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of On the Closing Date, prevent the issuance or sale each of the Shares by the Company; and no injunction or order Operative Agreements to be delivered as of any federal (U.S. or Canadian), state, provincial or territorial court such date shall have been issued that wouldduly authorized, as executed and delivered by the parties thereto, shall be in full force and effect and executed counterparts of each shall have been delivered to the Agent or its designee (on behalf of the Owner Trustee, the Holders, the Lenders and the Bank Lenders) on or before the Closing DateDate and promptly thereafter, prevent the issuance Agent shall cause executed counterparts of each to be delivered to the Owner Trustee, the Holders, the Lenders and the Bank Lenders, except that executed Certificates shall be delivered only to the Holders and executed Notes shall be delivered only to the Lenders and no event shall have occurred and be continuing that constitutes a Lease Default or sale a Lease Event of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this AgreementDefault.
(b) The respective obligations of the Purchasers hereunder in connection with On the Closing are subject to the following conditions being met:
Date (i) the accuracy Lessee shall have caused the Lease or appropriate other evidence, to be duly filed, recorded and deposited in all material respects when made such place or places as the Owner Trustee, the Holders or the Agent may reasonably request for the protection of the Owner Trustee's interest in the Lease and on the protection of the Agent's Lien under the Loan Agreement and (ii) Uniform Commercial Code financing statements and other documents pertaining to Lien perfection shall have been filed in such places as the Owner Trustee, any Participant or the Agent may reasonably request for (A) the protection of the Owner Trustee's interest in the Lease, or the Lien of the Agent in the Collateral and (B) the termination of any existing Liens against the Collateral.
(c) On the Closing Date Date, the Owner Trustee, the Holders, the Lenders and the Agent shall have received Lien searches regarding the Lessee (including without limitation Uniform Commercial Code searches and similar searches in foreign jurisdictions), Tax Lien searches and judgment Lien searches in such jurisdictions as such parties shall determine in their reasonable discretion and all such Liens which would materially impair the rights of such parties (as reasonably determined by such parties) shall have been removed at such time or otherwise handled in a manner reasonably satisfactory to all such parties.
(d) On the Closing Date, the representations and warranties of the Company parties hereto contained herein (unless in Section 3 shall be true and correct with the same effect as though made on and as of said date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties were true and correct on and as of such earlier date), and the execution and delivery of this Agreement shall constitute a specific date therein);certification by each party giving such representations and warranties as to the accuracy of the representations and warranties in Section 3 as of the Closing Date.
(e) On the Closing Date, the Owner Trustee, the Holders, the Lenders, the Bank Lenders and the Agent shall have received the favorable written opinion of each of (i) Xxxx, Xxxxxxx & Xxxxxxxx, P.C., counsel for the Lessee and (ii) Ray, Xxxxxxx & Xxxxxxx, counsel for the Company Owner Trustee.
(f) On the Closing Date, the Lessee shall deliver or cause to be delivered to the Owner Trustee, the Holders, the Lenders, the Bank Lenders and the Agent the following, each unless otherwise noted dated the Closing Date, (i) good standing certificates from its jurisdiction of incorporation, the jurisdiction of its principal place of business and each other jurisdiction in which the failure to qualify may have a Material Adverse Effect, each dated a recent date prior to the Closing Date, (ii) a certified copy of its articles of incorporation, by-laws and the resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of the Lessee Agreements, certified as of the Closing Date by its corporate secretary or assistant secretary as being in full force and effect without modification or amendment, and (iii) signature and incumbency certificates of its officers executing the Operative Agreements to which it is a party.
(g) On the Closing Date, the Owner Trustee shall deliver or cause to be delivered to the Holders, the Lenders, the Bank Lenders and the Agent the following, each unless otherwise noted dated the Closing Date, (i) a good standing certificate from the Office of the Comptroller of the Currency dated a recent date prior to the Closing Date, (ii) a certified copy of its articles of association, by-laws and the resolution of its Board of Directors approving and authorizing the execution, delivery and performance of the Operative Agreements to which it is a party, certified as of the Closing Date by an authorized officer as being in full force and effect without modification or amendment, and (iii) signature and incumbency certificates of its officers executing the Operative Agreements to which it is a party.
(h) On the Closing Date, no action or proceeding shall have obtained shareholder approval (been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by the requisite majority) any court or governmental agency at the Shareholders’ Meeting for time of the Closing Date, to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated by this Agreement;hereby.
(iiii) On the Company shall have received conditional approval for the listing Closing Date, all approvals and consents of any trustees or holders of any indebtedness or obligations of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company Lessee which are required to be performed at obtained on or prior to the Closing Date in connection with the transactions contemplated by the Operative Agreements, shall have been performed;duly obtained and be in full force and effect.
(vj) On the delivery Closing Date, all actions, if any, required to have been taken by any Governmental Authority of the United States on or prior to the Closing Date in connection with the transactions contemplated by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action Operative Agreements shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as such Governmental Authority of the Closing DateUnited States and all orders, prevent the issuance permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (Date in connection with the transactions contemplated by this AgreementAgreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect, on the Closing Date.
(k) any acceleration On the Closing Date, the Agent shall have received evidence satisfactory to it that the aggregate amount of the vesting provisions Arrangement Fee and any other Fees due and payable on the Closing Date have been paid.
(l) On the Closing Date, the Owner Trustee, the Holders, the Lenders, the Bank Lenders and the Agent shall have received the satisfactory opinion of Arc International, Inc. (on a desk-top appraisal basis) stating that the fair market value of the Units being delivered on such Acceptance Date is equal to or termination greater than the aggregate Equipment Cost of outstanding optionssuch Units.
(m) On the Closing Date, the Owner Trustee, the Holders, the Lenders, the Bank Lenders and the Agent shall have received such other documents, appraisals, certificates, financing statements and other items, as any such parties may reasonably require and to which acceleration any such party shall have provided reasonable notice to the Lessee of such requirement.
4.2 Conditions Precedent to the Obligations of the Parties other than the Lessee on each Acceptance Date. The obligation of each of the parties hereto (other than the Lessee) to participate in the transactions contemplated hereby on each Acceptance Date shall be subject to the following conditions on or termination is permitted upon prior to such Acceptance Date (except that (i) the occurrence obligation of any such party shall not be subject to such party's own performance or compliance and (ii) the conditions specified below as being only for the benefit of a Triggering Event specified party or parties need be fulfilled only to the satisfaction of, or waived by, such party or parties). (as defined To the extent such conditions precedent require the delivery of any agreement, document, instrument, opinion or any other item, such shall be in form and substance reasonably satisfactory to the Company’s stock option plans);Owner Trustee, the Holders, the Lenders and the Agent.):
(xa) On each applicable Acceptance Date, each of the Operative Agreements to be delivered as of such Acceptance Date shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and executed counterparts of each shall have been delivered to the Owner Trustee, the Holders, the Lenders and the Agent or their counsel on or before such Acceptance Date and no event shall have occurred and be continuing that constitutes a Lease Default or a Lease Event of Default.
(b) On each applicable Acceptance Date (i) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company Lessee shall have caused the terms of stock options issued Lease and available for issuance under the Company’s stock option plans Lease Supplement covering the Units delivered on such Acceptance Date or appropriate other evidence, to be adjusted to reflect duly filed, recorded and deposited in such place or places as the ten Owner Trustee, the Holders or the Agent may reasonably request for one consolidation the protection of the Common Shares effected Owner Trustee's title to the Equipment and interest in Maythe Lease and the protection of the Agent's Lien on the Collateral and (ii) Uniform Commercial Code financing statements and other documents pertaining to Lien perfection shall have been filed in such places as the Owner Trustee, 2010any Participant or the Agent may reasonably request for (A) the protection of the Owner Trustee's title to the Equipment and interest in the Lease, or the Lien of the Agent in the Collateral and (B) the termination of any existing Liens against the Collateral.
(c) On each applicable Acceptance Date, the Lessee shall have delivered the Filing Materials for such Acceptance Date to the Agent (on behalf of the Owner Trustee, the Holders, the Lenders and the Bank Lenders).
(d) On each applicable Acceptance Date, the representations and warranties of the parties hereto contained in Section 3 and the Incorporated Representations (other than those representations and warranties contained in Sections 3.2(f) and (h)) shall be true and correct with the same effect as though made on and as of said date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties were true and correct on and as of such earlier date), and the execution and delivery of the applicable Lease Supplement shall constitute a certification by each party giving such representations and warranties of the accuracy of the representations and the warranties in Section 3 and the Incorporated Representations (other than those representations and warranties contained in Sections 3.2(f) and (h)) as of such Acceptance Date.
(e) On each applicable Acceptance Date, counsel for the Lessee shall have delivered a legal opinion addressing such matters as reasonably requested by the Owner Trustee, the Holders, the Lenders, the Bank Lenders and the Agent, and shall include without limitation an opinion that the Owner Trustee, on such Acceptance Date, has received good and marketable legal title to each Unit of Equipment to be delivered on such Acceptance Date.
Appears in 1 contract
Samples: Participation Agreement (Coca Cola Bottling Co Consolidated /De/)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein)herein;
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(iiv) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein), in which case they shall be accurate as of such date;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(ivv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(vvi) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(vivii) there shall have been no Material Adverse Effect with respect to the Company since the date hereofJune 30, 2017;
(viiviii) no action the Company and each Subsidiary shall have been taken and no statutedelivered a certificate, ruleexecuted on behalf of the Company or such Subsidiary by its Secretary, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, dated as of the Closing Date, prevent certifying the issuance or sale resolutions adopted by the Board of Directors of the Shares Company or such Subsidiary approving the transactions contemplated by this Agreement and the other Transaction Documents, certifying the current versions of the Company; ’s and no injunction each such Subsidiary’s certificate or order articles of any federal incorporation and bylaws and certifying as to the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company or such Subsidiary;
(U.S. or Canadian), state, provincial or territorial court ix) the Company shall have been issued that woulddelivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, prevent certifying to the issuance or sale fulfillment of the Shares by the Company;conditions specified in this Section 2.3(b); and
(viiix) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Closing Conditions. (a) The obligations obligation hereunder of the Company hereunder in connection with Subscriber to acquire and pay for the Closing are Purchased Securities is subject to the following satisfaction or waiver, at or before the Closing, of each of the conditions being met:set forth below. These conditions are for the Subscriber’s sole benefit and may be waived by the Subscriber at any time in its sole discretion.
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein in this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct on the Closing Date as if given on and as of the Closing Date (unless except for representations given as of a specific date thereindate, which representations shall be true and correct as of such date);
(ii) , and on or before the Closing Date the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) performed all obligations, covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed at by the Company on or prior before the Closing Date;
(ii) The Company shall have delivered to the Escrow Agent a certificate, dated the Closing Date Date, duly executed by its Chief Executive Officer, to the effect set forth in subparagraph (i) of this Section 11(a);
(iii) The Transaction Documents have been duly executed and delivered by the Company to the Escrow Agent; and
(iv) On the Closing Date, the Subscriber shall have been performed;received an opinion of the Cxxxx Law Group, counsel for the Company, dated the Closing Date, addressed to the Subscribers, in the form attached as Exhibit D.
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation On or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. the Subscriber shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either received evidence of the extension of the maturity date of the Related Party Debt executed by the United Statesdebt holder.
(b) The obligation hereunder of the Company to issue and sell the Purchased Securities to the Purchaser is subject to the satisfaction or waiver, New York stateat or before the Closing, Canadaof each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
(i) The representations and warranties of the Subscriber in this Agreement and each of the other Transaction Documents to which the Subscriber is a party 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, or British Columbia provincial authorities nor except for representations and warranties that are expressly made as of a particular date, which shall there have occurred any be true and correct in all material outbreak or escalation of hostilities or other national or international calamity respects as of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closingdate;
(ixii) The Purchase Price for the Board of Directors shall have adopted resolutions appointing Xxxxx XxxxxxxxPurchased Shares has been delivered to the escrow account maintained by Axxxxx & Jaclin, M.D. as one of LLP (the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans“Escrow Agent”);
(xiii) The initial Closing Date shall have occurred on or before January 20, 2010 and shall have transmitted to the Company shall have obtained shareholder approval (by the requisite majority) gross proceeds of at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12least $2,500,000; and
(xiiv) The Transaction Documents to which the Company shall Subscriber is a party have caused been duly executed and delivered by the terms of stock options issued and available for issuance under Subscriber to the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010Escrow Agent.
Appears in 1 contract
Samples: Subscription Agreement (Weikang Bio-Technology Group Co Inc)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date for such Closing of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date for such Closing shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b), Section 2.2(d) or Section 2.2(f), as applicable, of this Agreement; and
(iv) the specified Purchaser’s Subscription Amount being equal to the Purchase Price due and payable at such Closing.
(b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date for such Closing of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date for such Closing shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a), Section 2.2(c) or Section (e), as applicable, of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereofhereof and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing DateDate for such Closing, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s Principal Trading Market and, at any time prior to the such Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at such Closing;
(vi) the Company meets the current public information requirements under Rule 144 in respect of the Conversion Shares at and any other shares of Common Stock issuable under the ClosingNotes;
(vii) any other conditions contained herein or the other Transaction Documents, including those set forth in Section 2.2;
(viii) the Company has submitted a Listing of Additional Shares Notification Form with The Nasdaq Capital Market with respect to each issuance of Securities pursuant to this Agreement;
(ix) the Board Company has submitted the appropriate Certificate of Directors Amendment (each, an “Amendment”) to the Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock to the Delaware Secretary of State on or prior to each Closing, substantially in the form of Exhibit D attached hereto, which Amendment shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one adjust the conversion price of the Purchaser Designees, effective as Series A Convertible Preferred Stock (the “Preferred Stock Conversion Price”) to equal the Conversion Price of the Closing, and waiving (Note issued on such Closing Date; provided that in connection with no event shall the transactions contemplated by this Agreement) any acceleration of adjusted Preferred Stock Conversion Price be higher than the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined Preferred Stock Conversion Price then in the Company’s stock option plans);effect; and
(x) there has been no Event of Default and the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation closing sale price of the Common Shares effected in May, 2010Stock on each of the ten (10) consecutive Trading Days prior the Second Closing Date is greater than $0.30.
Appears in 1 contract
Samples: Securities Purchase Agreement (Allarity Therapeutics, Inc.)
Closing Conditions. (a) Section 6.1 Condition to Each Party’s Obligations to Effect the Transactions Contemplated by this Agreement. The respective obligations of the Company hereunder in connection with the Closing are subject Visant and Buyer to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for effect the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares Agreement shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as subject to the filing of a prospectus under applicable Securities Laws;
fulfillment (vor waiver) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being metconditions:
(ia) The waiting period applicable to the accuracy in all material respects when made and on the Closing Date consummation of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) Agreement under the Company HSR Act shall have received conditional approval for expired or been terminated and the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligationsconsents, covenants notices, reports and agreements of the Company other filings required to be performed at made or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (obtained in connection with the transactions contemplated by this Agreement) any acceleration of Agreement at or prior to the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company Closing under other competition Laws shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12been made or obtained; and
(xib) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order (temporary, preliminary or permanent) that would restrain, enjoin or otherwise prohibit or make illegal the consummation of the transactions contemplated by this Agreement and no Governmental Entity shall have instituted any proceedings seeking any such Law or Order.
Section 6.2 Conditions to the Obligations of Visant to Effect the Transactions Contemplated by this Agreement. The obligations of Visant to effect the transactions contemplated by this Agreement shall be further subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which may be waived by Visant:
(i) The representations and warranties of Buyer contained in Section 4.2 of this Agreement shall be true and correct as of the date hereof and as of the Closing as if made on and as of the Closing, (ii) the Company representations and warranties of Buyer contained in this Agreement other than those described in clause (i) of this Section 6.2(a) (in each case read without any materiality or “material adverse effect” qualifications) shall be true and correct as of the date hereof and as of the Closing as if made on and as of the Closing, except (x) to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have caused been so true and correct as of such earlier date and (y) in the terms case of stock options issued clause (ii) above, for circumstances where any such failure of such representations and available for issuance under warranties in the Company’s stock option plans aggregate to be adjusted so true and correct does not have, and would not reasonably be expected to reflect have, individually or in the ten for one consolidation aggregate, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements.
(b) Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement required to be performed and complied with by Buyer at or prior to the Closing Date;
(c) Visant shall have received a certificate dated the Closing Date and signed on behalf of Buyer by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied; and
(d) Buyer shall have delivered the items, certificates and documents required by Section 2.5 (other than the Ancillary Agreements).
Section 6.3 Conditions to the Obligations of Buyer to Effect the Transactions Contemplated by this Agreement. The obligations of Buyer to effect the transactions contemplated by this Agreement shall be further subject to the fulfillment at or prior to the Closing Date of the Common Shares effected following conditions, any one or more of which may be waived by Buyer:
(a) (i) The representations and warranties of Visant contained in MaySection 3.3, 2010Section 3.4 and the last sentence of Section 3.8(b) of this Agreement shall be true and correct as of the date hereof and as of the Closing as if made on and as of the Closing, (ii) the representations and warranties of Visant contained in this Agreement other than those described in clause (i) of this Section 6.3(a) (in each case read without any materiality or Material Adverse Effect qualifications) shall be true and correct as of the date hereof and as of the Closing as if made on and as of the Closing, except (x) to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date and (y) in the case of clause (ii) above, for circumstances where any such failure of such representations and warranties in the aggregate to be so true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) Visant shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement required to be performed and complied with by Visant at or prior to the Closing Date;
(c) Buyer shall have received a certificate dated the Closing Date and signed on behalf of Visant by the Chief Executive Officer or the Chief Financial Officer of Visant to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied;
(d) All Visant Required Approvals shall have been obtained;
(e) The Reorganization Transactions shall have occurred;
(f) Since the date of this Agreement, there shall not have occurred or been discovered any change, event, circumstance or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and
(g) Visant shall have delivered the items, certificates and documents required by Section 2.4 (other than the Ancillary Agreements).
Appears in 1 contract
Samples: Stock Purchase Agreement
Closing Conditions. Upon satisfaction or waiver by the party sought to be benefited thereby of the conditions set forth in this Section 2.2, the Closing shall occur.
(a) The obligations of At or prior to the Closing, the Company hereunder in connection with shall deliver or cause to be delivered to each Purchaser the Closing are subject to the following conditions being metfollowing:
(i) a Debenture evidencing a principal amount equal to the accuracy in all material respects Subscription Amount indicated below such Purchaser’s name on the Closing Date signature page of this Agreement, registered in the representations and warranties name of each of the Purchasers contained herein (unless as of a specific date therein)such Purchaser;
(ii) obtaining shareholder approval (A) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 20% of such Purchaser’s Subscription Amount divided by the requisite majorityClosing Price and an exercise price per Warrant Share equal to 115% of Closing Price, subject to adjustment therein and (B) at a Warrant to purchase up to a number of shares of Common Stock equal to 20% of such Purchaser’s Subscription Amount divided by the Shareholders’ Meeting for Closing Price and an exercise price per Warrant Share equal to 125% of the transactions contemplated by this AgreementClosing Price, subject to adjustment therein;
(iii) receipt a legal opinion of conditional approval for Company Counsel, in the listing form of Exhibit D attached hereto, addressed to the Shares on the Toronto Stock ExchangePurchasers;
(iv) a legal opinion of Netherlands Counsel, in the offer and sale form of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as Exhibit E attached hereto, addressed to the filing of a prospectus under applicable Securities LawsPurchasers;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedRegistration Rights Agreement duly executed by the Company;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares this Agreement duly executed by the Company; and
(vii) the delivery written voting agreements of Entegris, Inc., FSI International, Inc., Xxxxxx X. Xxxxx and Bricoleur Capital Management, LLC to vote all Common Stock owned by each Purchaser of them as of the items set forth record date for the annual meeting of shareholders of the Company in Section 2.4(b) favor of this Agreementthe proposal described in the Proxy with respect to the Shareholder Approval.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject At or prior to the following conditions being metClosing, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement duly executed by such Purchaser;
(ii) such Purchaser’s Subscription Amount; and
(iii) the accuracy in all material respects when made and on the Closing Date of the Registration Rights Agreement duly executed by such Purchaser.
(c) All representations and warranties of the Company other party contained herein (unless shall remain true and correct as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date and all covenants of the other party shall have been performed;
(vd) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there There shall have been no Material Adverse Effect (as defined in Section 3.1(b) hereof) with respect to the Company since the date hereof;
(viie) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from From the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States, States or New York stateState authorities, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaserthe Purchasers, makes it impracticable or inadvisable to purchase subscribe for the Shares Debentures at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless such representations and warranties speak only as of a specific date thereindate, in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items required to be delivered by it at or prior to Closing as set forth in Section 2.4(b2.2(b) of this Agreement; and
(iv) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless such representations and warranties speak only as of a specific date thereindate, in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(viii) the delivery by the Company of the items required to be delivered by it at or prior to Closing as set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange (if any) shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;; and
(ixvi) the Board of Directors no statute, rule, regulation, executive order, decree, ruling or injunction shall have adopted resolutions appointing Xxxxx Xxxxxxxxbeen enacted, M.D. as one entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the Purchaser Designees, effective as consummation of the Closing, and waiving (in connection with any of the transactions contemplated by this Agreement) Agreement or any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010other Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Integrity Applications, Inc.)
Closing Conditions. (a) The obligations obligation of the Company hereunder in connection with Lender to make the Closing are Date Term Loan hereunder is subject to the following conditions being met:
(i) performance by the accuracy in all material respects on the Closing Date of the representations and warranties Borrower of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required its obligations to be performed hereunder at or prior to the making of the Closing Date Term Loan and to the satisfaction of the following conditions:
(a) The Lender shall have been performed;received an executed copy of this Agreement and each of the other Loan Documents (as hereinafter defined) signed by an authorized officer of the Borrower.
(vib) no action The Lender shall have been taken and no statutereceived a written opinion of counsel for the Borrower, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, dated as of the Closing Date, prevent in form and substance reasonably satisfactory to the issuance or sale Lender.
(c) The transactions contemplated under the Sale Agreement Pursuant to Article 9 of the Shares by Uniform Commercial Code, of even date herewith, between the Company; and no injunction or order of any federal parties hereto (U.S. or Canadianthe "Sale Agreement"), state, provincial or territorial court shall have closed.
(d) The Borrower shall have paid the reasonable and documented fees, costs and expenses due and payable to Lender pursuant to Section 21 (including reasonable and documented attorneys’ fees), in an amount not to exceed $10,000. The obligation of the Lender to make any Delayed Draw Term Loan hereunder is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality, which representations and warranties shall be true and correct in all respects) on and as of the proposed Delayed Draw Date (or, to the extent that any such representation or warranty is expressly stated to have been issued that wouldmade as of an earlier date, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreementsuch earlier date).
(b) The respective obligations At the time of the Purchasers hereunder in connection with the Closing are subject and immediately after giving effect to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date funding of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company such Delayed Draw Term Loan, no Default shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants occurred and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010continuing.
Appears in 1 contract
Samples: Term Loan Agreement (Point.360)
Closing Conditions. (a) The obligations of the Company hereunder in connection with to effect the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement; and
(iv) a certificate from the Company’s Chief Executive Officer certifying that all of the conditions to closing to be complied with by and on behalf of the Company have been satisfied.
(b) The respective obligations of the Purchasers a Purchaser hereunder in connection with to effect the Closing unless waived by such Purchaser, are subject to the following conditions being met:
(i) the accuracy in all material respects when made and (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the Escrow Agent shall have received executed signature pages to this Agreement with an aggregate Subscription Amount of at least $750,000 prior to the Closing;
(iv) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiivi) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Intellect Neurosciences, Inc.)
Closing Conditions. (a) The obligations obligation hereunder of the Company hereunder in connection with to issue and sell the Common Shares and the Convertible Debenture to the Purchaser at the Closing are Date is subject to the satisfaction or waiver, at or before the Closing of the following conditions being metconditions:
(i) The representations and warranties of the accuracy Purchaser shall be true and correct in all material respects on as of the date when made and as of the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein)Date;
(ii) obtaining shareholder approval (The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedDate;
(viiii) no action On the Closing Date, the Purchaser shall have been taken and no statutedelivered to the Company a certificate signed by an executive officer on behalf of the Purchaser, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, dated as of the Closing Date, prevent the issuance or sale confirming on behalf of the Shares by Purchaser the Companyconditions precedent set forth in paragraphs (i) and (ii) of this Section 2.3(a) as of the Closing Date; and no injunction or order of any federal and
(U.S. or Canadian), state, provincial or territorial court iv) The Investment Amount shall have been issued that woulddelivered to the Company on the Closing Date.
(b) The obligation hereunder of the Purchaser to purchase the Common Shares and the Convertible Debenture from the Company at the Closing Date is subject to the satisfaction or waiver, at or before the Closing of the following conditions:
(i) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date;
(ii) The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing Date;
(iii) On the Closing Date, the Company shall have delivered to the Purchaser a certificate signed by an executive officer on behalf of the Company, dated as of the Closing Date, prevent the issuance or sale confirming on behalf of the Shares by Company the Company; and
(vii) the delivery by each Purchaser of the items conditions precedent set forth in Section 2.4(bparagraphs (i) and (ii) of this Agreement.
(bSection 2.3(b) The respective obligations as of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock ExchangeDate;
(iv) all obligationsNo judgment, covenants and agreements order, injunction, decree, statute, law, ordinance, rule or regulation, or other legal restraint or prohibition (whether temporary, preliminary or permanent), entered, enacted, promulgated, enforced or issued by any court or other governmental authority of competent jurisdiction shall be in effect that prohibits, makes illegal or enjoins the consummation of the Company required to be performed at or prior to the Closing Date shall have been performed;transactions contemplated hereby; and
(v) The Common Stock and Common Shares into which the delivery Convertible Debenture is convertible shall be approved for listing by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010NASDAQ Capital Market.
Appears in 1 contract
Samples: Common Stock and Convertible Debenture Purchase Agreement (Manitex International, Inc.)
Closing Conditions. (a) 5.1 Conditions to the Obligations of the Shareholders to Effect the --------------------------------------------------------------- Transactions Contemplated Hereby. The obligations of the Company hereunder in connection with Shareholders to effect -------------------------------- the Closing are transactions contemplated hereby shall be subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed fulfillment at or prior to the Closing Date of the following conditions, which may be waived only by the approval of each Shareholder:
(a) The Company shall have been performed;
(vi) no action shall have been taken performed and no statute, rule, regulation complied in all material respects with the covenants and agreements contained in this Agreement required to be performed and complied with by it at or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of prior to the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless set forth in this Agreement shall be true and correct in all material respects as of a specific the date therein);of this Agreement and as of the Closing Date as though made at and as of the Closing Date.
(iib) the The Company shall have obtained shareholder approval (by issued to each Shareholder a warrant to purchase 1,000,000 shares of the requisite majority) Company's Common Stock at the Shareholders’ Meeting for the transactions contemplated by this Agreement;a purchase price of $1.75 per share.
(iiic) the The Company shall have received conditional approval for the listing entered into that certain Stipulation of Settlement with each of the Shares on the Toronto Stock Exchange;Shareholders.
(ivd) all obligationsThe Company shall have issued 292,138 shares of its Common Stock to the Shareholders as payment in full for those certain advances made by the Shareholders to the Company in May 1997 in the aggregate amount of $350,000, covenants plus interest.
(e) The Company shall have entered into that certain Registration Rights and agreements Lock-Up Agreement, dated as of the date hereof.
5.2 Conditions to the Obligations of the Company required to Effect the ---------------------------------------------------------- Transactions Contemplated Hereby. The obligations of the Company to effect the -------------------------------- transactions contemplated hereby shall be performed subject to the fulfillment at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) following conditions, any one or more of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares which may be waived by the Company; and no injunction or order of any federal :
(U.S. or Canadian), state, provincial or territorial court a) The Shareholders shall have been issued that would, as of performed and complied in all material respects with the Closing Date, prevent the issuance covenants and agreements contained in this Agreement and required to be performed and complied with by them at or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by and the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one representations and warranties of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.Sharehold-
Appears in 1 contract
Closing Conditions. (aAt each Closing, the Company shall deliver to each Purchaser one or more stock certificates registered in the name of such Purchaser, or in such nominee name(s) The obligations as designated by such Purchaser in writing, representing the number of Shares set forth in Section 2 of the Company hereunder Agreements. The name(s) in connection with which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchasers at each Closing are shall be subject to the following conditions being metconditions:
(a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder;
(b) the accuracy on and as of such the date of such Closing of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing;
(c) execution and delivery of a standstill agreement between the Company and the Purchaser in a form mutually acceptable to the parties thereto; and
(d) with respect to the Second Closing: (i) approval by the stockholders of the Company of (x) an amendment to the certificate of incorporation of the Company to increase the authorized number of shares of Common Stock to a number at least sufficient to permit the sales contemplated on the Second Closing and (y) the sale of shares to the Purchasers contemplated on the Second Closing, (ii) receipt of evidence satisfactory to it that the Certificate of Amendment of the Company's Second Restated Certificate of Incorporation (the "Certificate") has been filed with and accepted by the Secretary of State of the State of Delaware; and (iii) expiration of the waiting period under the Hart-Scott-Rodino AntiTrust Improvements Act of 1976 (the "HSR Waitixx Xxxxxx"). Xxx Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby at each Closing shall be subject to the following conditions:
(e) with respect to the Initial Closing: (i) the accuracy in all material respects on and as of the date of the Initial Closing Date of the representations and warranties made by the Company herein and the fulfillment of each those undertakings of the Purchasers contained herein (unless as of a specific date therein);
Company to be fulfilled prior to such Closing, (ii) obtaining shareholder approval (by the requisite majority) at execution and delivery of voting agreements in forms mutually acceptable to the Shareholders’ Meeting for Company and the transactions contemplated by this Agreement;
Purchasers between the Company and the stockholders of the Company named in such voting agreements, (iii) receipt the adoption of conditional approval for the listing a resolution of the Shares Board of the Company creating two additional vacancies on the Toronto Stock Exchange;
Board of Directors and the election of Messrs. Jonathan Leff and Stewart Hen as directors of the Company to fill suxx xxxxxxxxx, effexxxxx xpon the Initial Closing, and (iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements Rights Agreement Amendment (as to the filing of a prospectus under applicable Securities Laws;
(vdefined herein) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreementbecome effective.
(bf) The respective obligations of the Purchasers hereunder in connection with the Closing are subject respect to the following conditions being met:
Second Closing: (i) the accuracy accuracy, except any inaccuracies that would not result in all material respects when made a Material Adverse Effect (as defined in Section 4.4), on and on as of the date of the Second Closing Date of the representations and warranties of made by the Company contained herein (unless as of a specific date therein);
herein; (ii) receipt of evidence satisfactory to it that the Company shall have obtained shareholder approval (Certificate has been filed with and accepted by the requisite majority) at Secretary of State of the Shareholders’ Meeting for the transactions contemplated by this Agreement;
State of Delaware and (iii) expiration of the Company shall have received conditional approval for HSR Waiting Period. The Purchaser's obligations hereunder are expressly not conditioned on the listing purchase by any or all of the Other Purchasers of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of that they have agreed to purchase from the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010other Agreements.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing and each Option Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date or Option Closing date, as applicable, of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date or Option Closing Date, as applicable, shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Companyperformed in all material respects; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b), (d) or (f) of this Agreement, as applicable.
(b) The respective obligations of the Purchasers hereunder in connection with the each Closing and each Option Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date or Option Closing Date, as applicable, of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date or Option Closing Date, as applicable, shall have been performedperformed in all material respects;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a), (c) and (e) of this Agreement, as applicable;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the each Closing Date or Option Closing Date, as applicable, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the applicable Closing Date or Option Closing Date, as applicable, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the applicable Securities at the applicable Closing or Option Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Option Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010applicable.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mangoceuticals, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) to the extent applicable, the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) The representations and warranties made by the accuracy Company in this Agreement qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in this Agreement not qualified as to materiality shall be true and correct in all material respects when made at all times prior to and on the Closing Date of Date, except to the representations and warranties of the Company contained herein (unless extent any such representation or warranty expressly speaks as of a specific date therein)an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) The Company shall have filed with the Nasdaq Stock Market a Notification Form: Listing of Additional Shares for the listing of the Shares on the Nasdaq Global Select Market (the “Listing Notice”), a copy of which shall have been provided to the Purchasers;
(v) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents;
(vi) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;
(vii) Simultaneously with the Closing the Company shall (i) irrevocably pay in full out of the proceeds of this offering all amounts due and owing under the LKL Facility including, without limitation, the payment in full of all interest, principal, premium, if any, and other amounts outstanding under the LKL Note, (ii) terminate the LKL Facility effective as of the Closing, including the cancellation of the LKL Note, and (iii) provide to the Purchasers reasonable evidence of (i) and (ii);
(viii) The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (i), (ii), (v), (vii), (x) and (xi) of this Section 2.3(b);
(ix) No stop order or suspension of trading shall have been imposed by the Nasdaq Stock Market, the Commission or any other governmental or regulatory body with respect to public trading in the Common Stock;
(x) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiixi) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Lakeland Industries Inc)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Initial Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein)herein;
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Initial Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.4(b2.2(b) of this Agreement.; and
(iv) the execution of a lock-up agreement with respect to the Shares issued or issuable to the Purchasers by and among the Company and the Purchasers, in substantially the form attached hereto as Exhibit B.
(b) The respective obligations of the Purchasers hereunder in connection with the Initial Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Initial Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) the conversion or the repayment of all Existing Loans;
(v) all authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Initial Closing, except for such as may be properly obtained subsequent to the Initial Closing;
(vi) there as of the Initial Closing, the authorized size of the Board of Directors shall be six (6), and four (4) representatives nominated by the Purchasers, who shall initially be Xxxxxxx Xxx, Guojuan Cxxx, Xxxx Lan and Xxxxxxxx Xxx, shall have been no Material Adverse Effect with respect appointed to the Board of Directors of the Company, which appointment shall be effective upon 10 days after the filing by the Company since of a Schedule 14F-1 regarding the date hereofchange in the majority of the Board of Directors;
(vii) no action shall have been taken all corporate and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (proceedings in connection with the transactions contemplated by this Agreement) any acceleration of at the vesting provisions or termination of outstanding optionsInitial Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers, which acceleration or termination is permitted upon and the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company Purchasers shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election received all such counterpart original and certified or other copies of Xxxxxxxx Xxxx to the Board of Directors such documents as a Purchaser Designee, as contemplated by Section 4.12reasonably requested. Such documents may include good standing certificates; and
(xiviii) the execution of a lock-up agreement with respect to the shares of the Company’s capital stock beneficially owned by Cxxx X. Xxxxxxxxx by and among the Purchasers and Cxxx X. Xxxxxxxxx, in substantially the form attached hereto as Exhibit C.
(c) The respective obligations of the Purchasers hereunder in connection with each Subsequent Closing are subject to the following conditions being met:
(i) No Material Adverse Effect shall have occurred;
(ii) The President or Chief Executive Officer of the Company shall have caused deliver to the terms Purchaser a certificate certifying that the condition specified in Section 2.3(c)(i) has been fulfilled;
(iii) the accuracy in all material respects when made and at the applicable Subsequent Closing of stock options issued the representations and available for issuance under warranties of the Company contained herein; and
(iv) the approval and adoption of the Articles Amendment by the Company’s stock option plans to be adjusted to reflect Board of Directors and shareholders and the ten for one consolidation filing thereof with the Secretary of the Common Shares effected in May, 2010State of Colorado.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this AgreementCompany shall have received Stockholder Approval and Reverse Stock Split Approval;
(iii) receipt of conditional approval for the listing filing and acceptance of the Shares on Amendment with the Toronto Stock ExchangeSecretary of State of Delaware;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiv) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) the Company shall have received Stockholder Approval and Reverse Stock Split Approval;
(v) the filing and acceptance of the Amendment with the Secretary of State of Delaware;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (NovaBay Pharmaceuticals, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being metmet or waived:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein)herein;
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being metmet or waived:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) the delivery by the Company of a certificate executed by the Company's Chief Executive Officer and Chief Financial Officer certifying that the consummation of the transactions contemplated by this Agreement (including the assumption that both the Short Term Warrants and the Long Term Warrants have been exercised in whole) do not and will not cause the triggering of any right by any employee, officer or director of the Company to terminate their respective employment agreements (whether written or oral) or to receive any payment or other compensation whatsoever in connection therewith;
(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(viivi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from From the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement;
(iv) the Escrow Agent shall have received executed signature pages to this Agreement and the Escrow Agreement from Purchasers showing an agreement to purchase Shares and Warrants hereunder with an aggregate purchase price of a minimum of $1,200,000 to a maximum of $1,900,000 and the Escrow Agent shall have received an aggregate of a minimum of $1,200,000 to a maximum of $1,900,000 in corresponding Subscription Amounts from such Purchasers in cash.
(b) The respective obligations of the Purchasers a Purchaser hereunder in connection with the Closing Closing, unless waived by such Purchaser, are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market and, at any time from the date hereof prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xivi) the Company Escrow Agent shall have caused received executed signature pages to this Agreement from Purchasers showing an agreement to purchase Shares and Warrants hereunder with an aggregate purchase price of a minimum of $1,200,000 to a maximum of $1,900,000 and the terms Escrow Agent shall have received an aggregate of stock options issued and available for issuance under the Company’s stock option plans a minimum of $1,200,000 to be adjusted to reflect the ten for one consolidation a maximum of the Common Shares effected $1,900,000 in May, 2010corresponding Subscription Amounts from such Purchasers in cash.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bio Key International Inc)
Closing Conditions. (a) The respective obligations of the Company each Underwriter hereunder in connection with the Closing and each Option Closing Date are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (, unless as of a specific date therein);
(ii) obtaining shareholder approval (waived by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being metRepresentative:
(i) the accuracy in all material respects when made and on the Closing Date date in question (other than representations and warranties of the Company already qualified by materiality, which shall be true and correct in all respects) of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date date in question shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a) 2.3 of this Agreement;
(iv) the Registration Statement shall be effective on the date of this Agreement and at each of the Closing Date and each Option Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative;
(v) by the Execution Date, if required by FINRA, the Underwriters shall have received a “no-objection” letter from FINRA as to the amount of compensation payable to the Underwriters as described in the Registration Statement;
(vi) the Closing Shares and the Option Shares have been approved for listing on the Trading Market;
(vii) on each Closing Date, the Reserve Engineer (as defined below) shall have furnished to the Underwriter, letters, dated the respective dates of delivery thereof and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter, containing statements and information of the type customarily included in reserve engineers’ “confirmation letters” to underwriters with respect to the reserve reports, estimates of proved reserves and other reserve information included in the Registration Statement and the Prospectus; and
(viii) prior to and on the Closing Date and each Option Closing Date, if any: (i) except as set forth in the Registration Statement, the Prospectus, the Preliminary Prospectus Supplement and the Prospectus Supplement, there shall have been no Material Adverse Effect with respect to material adverse change in the condition or the business activities, financial or otherwise, of the Company; (ii) no action, suit or proceeding, at law or in equity, shall be pending or threatened against the Company since or any Affiliate of the date hereof;
Company before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition of the Company, except as set forth in the Registration Statement, the Prospectus, the Preliminary Prospectus Supplement and the Prospectus Supplement; (viiiii) no action shall have been taken and no statute, rule, regulation or stop order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of under the Closing Date, prevent the issuance or sale of the Shares by the Company; Securities Act and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court proceedings therefor shall have been issued that wouldinitiated or threatened by the Commission; and (iv) the Registration Statement, as the Prospectus, the Preliminary Prospectus Supplement and the Prospectus Supplement shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder and shall conform in all material respects to the requirements of the Closing DateSecurities Act and the rules and regulations thereunder, prevent the issuance or sale and none of the Shares by Registration Statement, the Company;
(viii) from Prospectus, the date hereof Preliminary Prospectus Supplement or the Prospectus Supplement shall contain any untrue statement of a material fact or omit to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred state any material outbreak fact required to be stated therein or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market whichnecessary to make the statements therein, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one light of the Purchaser Designeescircumstances under which they were made, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010not misleading.
Appears in 1 contract
Samples: Underwriting Agreement (Torchlight Energy Resources Inc)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent that representations and warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein, in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement;
(iv) the Company having received confirmation of receipt of funds by the Escrow Agent; and
(v) the funds received by the Company in US dollars shall correspond, after exchange at the relevant exchange rate as determined by the Board of Directors of the Company, to a euro amount at least equal to the nominal value of the Ordinary Shares, multiplied by the number of Ordinary Shares to be issued.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent that representations and warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein, in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company to each Purchaser of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have having been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of hereof to the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viiiv) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange ADRs shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to Commission or the Closing)Principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company Enstar hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers CPPIB contained herein (unless except (A) to the extent expressly made as of a specific date thereinan earlier date, in which case only as of such date, and (B) for the representations and warranties in Section , which must be accurate in all respects on the Closing Date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser CPPIB under this Agreement required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser CPPIB of the items set forth in Section 2.4(b) of this Agreement; and
(iv) the filing of appropriate pre-closing notices of the Transaction to the applicable regulators in the jurisdictions set forth on Exhibit B hereto and none of such regulators shall have asserted a right to review and/or approve the Transaction.
(b) The respective obligations of the Purchasers CPPIB hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company Enstar contained herein (unless except to the extent expressly made as of a specific date thereinan earlier date, in which case only as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company Enstar under this Agreement required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects;
(viii) the delivery by the Company Enstar of the items required to be delivered to CPPIB set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xiiv) the Company filing of appropriate pre-closing notices of the Transaction to the applicable regulators in the jurisdictions set forth on Exhibit B hereto and none of such regulators shall have caused asserted a right to review and/or approve the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010Transaction.
Appears in 1 contract
Samples: Purchase Agreement (Canada Pension Plan Investment Board)
Closing Conditions. Upon satisfaction or waiver by the party ------------------ sought to be benefited thereby of the conditions set forth in this Section 2.2, the Closing shall occur.
(a) The obligations of At or prior to the Closing, the Company hereunder in connection with shall deliver or cause to be delivered to each Purchaser the Closing are subject to the following conditions being metfollowing:
(i) a Debenture with a principal amount equal to such Purchaser's Subscription Amount, registered in the accuracy in all material respects on the Closing Date name of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein)such Purchaser;
(ii) obtaining shareholder approval a Warrant to purchase up to either (or any combination thereof) (A) a number of shares of Common Stock equal to 25% of such Purchaser's Subscription Amount divided by the requisite majorityCompany Closing Price and an exercise price per Warrant Share equal to 115% of the Company Closing Price, subject to adjustment therein or (B) at a number of DOC Shares equal to 25% of such Purchaser's Subscription Amount divided by the Shareholders’ Meeting for DOC Closing Price and an exercise price per DOC Warrant Share equal to 115% of the transactions contemplated by this AgreementDOC Closing Price, subject to adjustment therein;
(iii) receipt a legal opinion of conditional approval for Company Counsel, in the listing form of Exhibit D attached hereto, addressed to the Shares on the Toronto Stock Exchange--------- Purchasers;
(iv) Trust Agreement, executed by the offer Company and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities LawsTrustee;
(v) all obligations, covenants and agreements a copy of each Purchaser required to be performed at or prior to the Closing Date shall have been performedFinal Payment Notice (as defined in the Trust Agreement) with an acknowledgement of receipt executed by the Trustee;
(vi) no action shall have been taken a written acknowledgement from IBM Credit LLC of the repurchase by the Company of the Loans and no statuteother Obligations pursuant to the Forbearance Agreement, ruleConsent and Agreement among the Company, regulation or order shall have been enactedthe Trustee, adopted or issued by any federal (U.S. or Canadian)IBM Credit LLC, stateand other parties, provincial or territorial governmental or regulatory authority that would, dated as of the Closing DateApril 2, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and2003;
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares Registration Rights Agreement duly executed by the Company;
(viii) from the Pledge Agreement executed by the Company; and
(ix) the Security Agreement executed by the Company and by Computer Equity Corporation.
(b) At or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) such Purchaser's Subscription Amount;
(ii) the Registration Rights Agreement duly executed by such Purchaser.
(c) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants of the other party shall have been performed;
(d) There shall have been no Material Adverse Effect (as defined in Section 3.1(b) hereof) with respect to the Company or with DOC since the date hereof;
(e) From the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange or in DOC Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States, States or New York stateState authorities, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaserthe Purchasers, makes it impracticable or inadvisable to purchase the Shares Debentures at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Applied Digital Solutions Inc)
Closing Conditions. (a) The obligations of the Company hereunder in connection with to effect the Closing with respect to each Purchaser are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the date of this Agreement and the Closing Date of the representations and warranties of each of the Purchasers such Purchaser (for itself) contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed or obtained at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken performed and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Companyobtained; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of a Purchaser hereunder to effect the Purchasers hereunder in connection with the Closing Closing, unless waived by such Purchaser, are subject to the following conditions being met:
(i) the accuracy in all material respects when made and (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the date of this Agreement and Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all Required Approvals, obligations, covenants and agreements of the Company and parties and required signatories to and under the Transaction Documents (except for Purchaser) required to be performed or obtained at or prior to the Closing Date shall have been performedperformed and obtained;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) the Company shall have fulfilled all its obligations pursuant to the letter from the Nasdaq Stock Market to the Company dated September 27, 2024 and Nasdaq shall have agreed that the Company meets the continued listing requirements applicable to the Company’s Common Shares on the Nasdaq Capital Market;
(v) the Company shall have binding commitments from Purchasers for the full $3,200,000 Subscription Amount; and
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (NLS Pharmaceutics Ltd.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the applicable Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(iv) as to the Second Closing, the Registration Statement registering all of the Registrable Securities for resale shall have been filed with the Commission;
(v) as to the Third Closing, the Registration Statement registering all of the Registrable Securities for resale shall have been declared effective by the Commission;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Dateapplicable Closing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the applicable Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Premier Biomedical Inc)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect (as defined below), in all respects) when made and on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless such representation or warranty is as of a specific date thereintherein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(viiii) no action all Required Approvals shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Companyobtained; and
(viiiv) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date thereintherein in which case they shall be accurate in all material respects as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) all Required Approvals shall have been obtained;
(iv) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiivi) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, Commission or the Trading Market on which suspension shall be terminated prior to the Closing)it is currently listed, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, U.S. or New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12State authorities; and
(xivii) the Company shall have caused execution of this Agreement by Purchasers providing for the terms purchase and sale of stock options issued an aggregate of at least $35 million of Common Stock and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010Pre-Funded Warrants.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of each of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(viiii) no action shall have been taken the Company is reasonably satisfied with the accounting and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares financial supplemental due diligence information to be provided by the Company; Purchaser regarding the Purchaser and no injunction or order of any federal (U.S. or Canadian)the Purchaser Subsidiaries, state, provincial or territorial court shall have been issued that would, and with the accounting for the transactions contemplated hereby as of the Closing Date, prevent the issuance or sale of the Shares by a net increase to the Company’s stockholder’s equity in the amount at least equal to the Subscription Amount and shall not have reasonably determined that the Nasdaq or its Hearing Panel disapproves of, or deems inadequate, the transactions contemplated hereby; and
(viiiv) the delivery by each the Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;; and
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Superconductor Technologies Inc)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the closing of the Business Combination;
(ii) all conditions precedent to the closing of the Business Combination set forth in the Merger Agreement, including, without limitation, the approval of the Company’s stockholders, shall have been satisfied (as determined by the parties to the Merger Agreement, and other than those conditions which, by their nature, are to be satisfied at the closing of the Business Combination) or waived in writing by the party entitled to the benefit thereof under the Merger Agreement, and the closing of the Business Combination shall be scheduled to occur concurrently with the Closing;
(iii) the initial Registration Statement shall have been declared effective by the Commission;
(iv) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares therein in which case they shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale accurate as of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Lawssuch date);
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the CompanyShareholder Approval; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the closing of the Business Combination;
(ii) all conditions precedent to the closing of the Business Combination set forth in the Merger Agreement, including, without limitation, the approval of the Company’s stockholders, shall have been satisfied (as determined by the parties to the Merger Agreement, and other than those conditions which, by their nature, are to be satisfied at the closing of the Business Combination) or waived in writing by the party entitled to the benefit thereof under the Merger Agreement, and the closing of the Business Combination shall be scheduled to occur concurrently with the Closing;
(iii) the initial Registration Statement shall have been declared effective by the Commission;
(iv) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(ivv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(vvi) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiii) the Merger Agreement shall not have been amended or modified, nor shall any provisions thereunder have been waived, in any case, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that any Purchaser (in its capacity as such) would reasonably expect to receive under this Agreement or the liabilities that such Purchaser would reasonably expect to incur under this Agreement without the written consent of such Purchaser (which, subject to the conditions of this clause (iii) shall not be unreasonably withheld);
(vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been continuously halted or suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing), ’s principal Trading Market for more than 11.25 consecutive hours over any two consecutive Trading Days and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been continuously suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, for more than 11.25 consecutive hours over any two consecutive Trading Days nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;.
(ix) the Board of Directors Sponsor shall have adopted resolutions appointing Xxxxx Xxxxxxxxamended its obligations under the Insider Letter with respect to any shares of Common Stock subject to the Waiver Letter, M.D. to provide that: (A) the Lock-Up Period (as one such term is defined in the Insider Letter) shall in no event end prior to the date that is 30 days after the earlier of: (y) a registration statement or registration statements (including a Registration Statement) covering the resale of all Conversion Shares is declared effective under the Purchaser Designees, effective as of the ClosingSecurities Act, and waiving (in connection with z) the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event Rule 144 Date (as defined in the Company’s stock option plansCertificate of Designation);
; and (xB) any waiver or release of any of the Company shall have obtained shareholder approval (restrictions imposed by the requisite majority) at Insider Letter or reduction of the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx Lock-Up Period shall be subject to the Board prior written consent of Directors as Purchasers then-holding a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation majority-in-interest of the Common Shares effected in May, 2010Securities then outstanding.
Appears in 1 contract
Samples: Securities Purchase Agreement (Digital World Acquisition Corp.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers Buyers contained herein (unless except to the extent expressly made as of a specific date thereindate, in which case they shall be accurate in all material respects as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser Buyer required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser Buyer of the items set forth in Section 2.4(b) of this Agreement2.2(a)(ii).
(b) The respective obligations of the Purchasers Buyers hereunder in connection with the Closing are subject to the following conditions being metmet or waived in the Buyers’ sole and absolute discretion:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless herein, provided that, the representations and warranties of the Company that are qualified by materiality or Material Adverse Effect shall be accurate in all respects when made and on the Closing Date, in both cases except to the extent expressly made as of a specific date therein);
(ii) the Company date, in which case they shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing be accurate in all material respects or all respects, as applicable, as of the Shares on the Toronto Stock Exchangesuch date;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement2.2(a)(i);
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereofof this Agreement;
(vii) no action there shall have been taken and no statuteevent or circumstance that would constitute an “Event of Default” under the Notes or that would with passage of time, rule, regulation the giving of notice or order both become an “Event of Default” under the Notes;
(viii) the Company shall have been enacteddelivered a certificate, adopted or issued executed on behalf of the Company, by any federal (U.S. or Canadian)its Secretary, state, provincial or territorial governmental or regulatory authority that would, dated as of the Closing Date, prevent certifying the issuance resolutions adopted by the Board of Directors or sale equivalent governing body of the Shares Company approving the transactions contemplated by this Agreement and the other Transaction Documents, certifying the current versions of the Company; ’s certificate or articles of incorporation and no injunction bylaws or order other constitutional documents and certifying as to the signatures and authority of any federal Persons signing the Transaction Documents and related documents on behalf of the Company;
(U.S. or Canadian), state, provincial or territorial court ix) the Company shall have been issued that woulddelivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, prevent certifying to the issuance or sale fulfillment of the Shares by conditions specified in this Section 2.3(b) as of the CompanyClosing Date;
(viiix) from the date hereof of this Agreement to the Closing Date, trading in the shares of Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to or halted by the CompanyPrincipal Market or the Commission (nor shall such suspension or halt be threatened by the Principal Market or the Commission, which suspension shall be terminated prior to including but not limited, receipt by the Closing), Company of any notice of non-compliance with maintenance requirements by the Principal Market) and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchasersuch Buyer, makes it impracticable or inadvisable to purchase the Shares Notes at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Nuvve Holding Corp.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers Buyers contained herein (unless except to the extent expressly made as of a specific date thereindate, in which case they shall be accurate in all material respects as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser Buyer required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser Buyer of the items set forth in Section 2.4(b) of this Agreement2.2(b).
(b) The respective obligations of the Purchasers Buyers hereunder in connection with the Closing are subject to the following conditions being metmet or waived in the Buyers’ sole and absolute discretion:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless except to the extent expressly made as of a specific date thereindate, in which case they shall be accurate in all material respects as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement2.2(a);
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(viiv) no action there shall have been taken and no statuteevent or circumstance that would constitute an “Event of Default” under the Notes or that would with passage of time, rule, regulation the giving of notice or order both become an “Event of Default” under the Notes;
(vi) the Company shall have been enacteddelivered a certificate, adopted or issued executed on behalf of the Company, by any federal (U.S. or Canadian)its Secretary, state, provincial or territorial governmental or regulatory authority that would, dated as of the Closing Date, prevent certifying the issuance resolutions adopted by the Board of Directors or sale equivalent governing body of the Shares Company approving the transactions contemplated by this Agreement and the other Transaction Documents, certifying the current versions of the Company; ’s certificate or articles of incorporation and no injunction bylaws or order other constitutional documents and certifying as to the signatures and authority of any federal Persons signing the Transaction Documents and related documents on behalf of the Company;
(U.S. or Canadian), state, provincial or territorial court vii) the Company shall have been issued that woulddelivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, prevent certifying to the issuance or sale fulfillment of the Shares by the Companyconditions specified in this Section 2.3(b);
(viii) the number of shares of Common Stock that may be issued out of the Company’s authorized share capital is sufficient for the issuance of all Conversion Shares and Warrant Shares issuable under the Notes and Warrants to be issued at the Closing;
(ix) Subject to the Company’s compliance with Section 4.12, the issuance of the Conversion Shares and Warrant Shares underlying the applicable Notes and Warrants would not violate the rules and regulations of the Principal Market subject, in each case, to the Company’s compliance with Rule 5635(b) and Rule 5635(d) of the Nasdaq Stock Market Rulebook;
(i) a first priority security interest in substantially all of the assets of the Company and its Subsidiaries, including pursuant to the Controlled Account Agreement, and securing the Company’s obligations under the Transaction Documents, in each case, shall have been created and perfected in favor of the Collateral Agent; (ii) all necessary or appropriate agreements, security instruments, debentures, floating charges, fixed charges and other documents instruments to be executed and delivered by the applicable Subsidiary, and (iii) the timely filing, registration or recordation of any financing statements, notices, deeds or documents or instruments to perfect or otherwise give effect to security interests, Liens and pledges on substantially all of the assets of the applicable Subsidiaries;
(xi) receipt of lien search reports from the Secretary of State of the State of Delaware and the Secretary of State of the State of Maryland demonstrating the absence of liens on the assets of the Company and its Subsidiaries other than Permitted Liens;
(xii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to or halted by the Company, which suspension shall be terminated prior to Principal Market or the Closing), Commission and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchasersuch Buyer, makes it impracticable or inadvisable to purchase the Shares Notes or Warrants at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Shuttle Pharmaceuticals Holdings, Inc.)
Closing Conditions. (a) The obligations As a condition to the Purchaser’s obligation to consummate the transactions contemplated hereby, at the Closing, the Company shall have satisfied each of the Company hereunder in connection with the Closing are subject conditions set forth below or shall deliver or cause to be delivered to the following conditions being metPurchaser the items set forth below, as appropriate:
(i) a copy of this Agreement duly executed by the accuracy Company;
(ii) (a) a copy of the irrevocable instructions to Continental Stock Transfer & Trust (the “Transfer Agent”) instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) the Shares, registered in the name of the Purchaser and (b) Company has released the Shares for delivery to the Purchaser through the book-entry facilities of The Depository Trust Company) at the account specified below: DTC: 005 Institutional Number: 94052 Agent Bank ID Number: 94052 A/C Name: OrbiMed Partners Master Fund Limited A/C Number: 00237651
(iii) the representations and warranties made by the Company herein shall be true and correct in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made hereof and on the Closing Date date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock ExchangeClosing;
(iv) all obligationscovenants, covenants agreements and agreements of the Company required conditions contained in this Agreement to be performed at by the Company on or prior to the date of the Closing Date shall have been performed;performed or complied with in all material respects; and
(v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the delivery by the Company consummation of the items set forth in Section 2.4(a) of transaction contemplated by this Agreement;.
(vi) a copy of the filed notification form listing the Shares on the Nasdaq Stock Market.
(vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).
(viii) a closing certificate in form and substance reasonably satisfactory to the Purchaser.
(ix) there shall have been no Material Adverse Effect (as defined below) with respect to the Company since the date hereof;.
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiix) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to SEC or the Closing)NASDAQ Stock Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing.
(b) As a condition to the Company’s obligation to consummate the transactions contemplated hereby, at the Closing, the Purchaser shall have satisfied each of the conditions set forth below or shall deliver or cause to be delivered to the Company the items set forth below, as appropriate:
(i) a copy of this Agreement duly executed by the Purchaser;
(ixii) the Board Purchase Price is paid by wire transfer of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one immediately available funds to the account of the Company set forth below: Bank: Bank Hapoalim B.M., New York 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Swift Code: XXXXXX00 Beneficiary Name: Foamix Pharmaceuticals Inc. Beneficiary Account Number: 0108554703 Ref: Routing & Transit#: 000000000;
(iii) the representations and warranties made by the Purchaser Designees, effective as herein shall be true and correct in all material respects on the date hereof and on the date of the Closing;
(iv) the Purchaser shall have performed, satisfied and waiving complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or before the Closing; and
(in connection with v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the transactions consummation of the transaction contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Foamix Pharmaceuticals Ltd.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers Seaside contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser Seaside required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each Purchaser Seaside of the items set forth in Section 2.4(b2.3(b) of this Agreement; and
(iv) with respect to any Subsequent Closing, the Subsequent Per Share Purchase Price shall equal or exceed the Floor, as set forth in Section 2.5 of this Agreement.
(b) The respective obligations of the Purchasers Seaside hereunder in connection with the each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.3(a) of this Agreement;
(viiv) with respect to any Subsequent Closing, the Subsequent Per Share Purchase Price shall equal or exceed the Floor, as set forth in Section 2.5 of this Agreement;
(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(viivi) no action the purchase of Securities at a Subsequent Closing from the Company shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as not cause Seaside’s beneficial ownership of the Closing DateCommon Stock, prevent the issuance or sale of the Shares calculated in accordance with Rule 13d-3 promulgated by the CompanyCommission, to exceed 9.99%; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viiivii) from the date hereof to the each Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each PurchaserSeaside, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Applied Visual Sciences, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers Purchaser contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each the Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless except for those which by their terms specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of a specific date thereinsuch earlier date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;; and
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viiiv) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Borqs Technologies, Inc.)
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each the Purchaser under this Agreement required to be performed at or prior to the applicable Closing Date shall have been performedperformed in all material respects;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each the Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement; and
(iv) the Company shall have received the executed signature page to this Agreement from the Purchaser and the Company shall have received payment of the Subscription Amount in immediately available funds from the Purchaser in cash, the cancellation of Advances from the Purchaser, or a combination of the foregoing.
(b) The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) each and every representation and warranty of the accuracy Company shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date, including, without limitation the issuance of all Securities on the Closing Date as required by the Transaction Documents and the Company has a sufficient number of duly authorized shares of preferred stock and Common Stock reserved for issuance as may be required to fulfill its obligations pursuant to the Transaction Documents and the Purchaser shall have received a certificate, executed by the Chief Executive Officer of the representations and warranties Company, dated as of the Company contained herein Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser in the form acceptable to Purchaser (unless as of a specific date thereinthe “Officer’s Certificate”);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiii) All necessary actions to be taken by the Company in connection with the Transaction and all documents incident thereto shall be satisfactory in form and substance to the Purchaser, and the Purchaser shall have received all such counterpart originals or certified or other copies of such documents as it or they may request;
(iv) there is no breach of any obligations, covenants and agreements under the Transaction Documents and no existing event which, with the passage of time or the giving of notice, would constitute a breach under the Transaction Documents;
(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Samples: Securities Purchase Agreement (Alzamend Neuro, Inc.)
Closing Conditions. (a) The obligations of Rennova to sell, transfer and assign the Company Shares to VMCS hereunder in connection with the Closing are subject to the satisfaction or waiver of the following conditions being metas of the Closing:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each VMCS in this Agreement shall be true and correct on and as of the Purchasers contained herein (unless Closing Date with the same effect as though made at and as of a specific date therein)such date, and VMCS shall have delivered an Officer’s Certificate to that effect;
(ii) obtaining shareholder VMCS shall have performed and complied in all material respects with the agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date;
iii) VMCS shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the transactions contemplated hereby;
iv) from the date of this Agreement through to the Closing Date, there shall not have occurred any change, circumstance, or event concerning VMCS that has had or could be reasonably likely to have an Adverse Effect, or without approval from RNI.
i) the existing designation for Series A Preferred Stock of VMCS that was previously created shall have been withdrawn or amended to the Designation provided.
ii) the Certificates of Designation authorizing the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock shall have been filed with the Secretary of State of the State of Nevada and shall be in full force and effect on the closing date or before the delivery of the Preference shares per this agreement;
iii) the current officers of VMCS shall have submitted their resignations, except that Gxxxxx Dab will agree to remain a director for one year or until the next shareholders meeting under the terms of a consulting agreement to be entered into between VCMS and Dial M Productions of Buffalo, WY, and new officers and directors as designated by Rennova shall have been elected
iv) the Stockholders of VMCS shall have approved this Agreement, (by the requisite majority) at written consent of a majority of the Shareholders’ Meeting shareholders), for the transactions contemplated by this Agreement;
(iii) receipt hereby in accordance with applicable law and VMCS’s Certificate of conditional approval for Incorporation and Bylaws. For the listing avoidance of doubt the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as shareholders will have approved any amendment required to the filing of a prospectus under applicable Securities Laws;Articles or Bylaws to permit the voting control defined in the Preference A shares
(v) all obligations, covenants Outstanding filings that are required by OTC Markets will be filed. Rennova will pay $15,000 on signing this agreement to the accounting firm or lawyer to facilitate completion of these filings.
vi) Current officers and agreements directors will cause approximately 14M (fourteen million) common shares of each Purchaser required VMS to be performed at returned to treasury or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken cancelled and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, recorded as of the Closing Date, prevent the issuance or sale of the Shares such by the Company; ’s transfer agent
vii) Old Monmouth Transfer Agent will verify the shareholder list and no injunction shares issued before closing
viii) A twelve month consulting agreement for communication services will be completed with Dial M Productions, LLC., of Buffalo, WY for a one off payment of $60,000 to be paid upon receipt of funding by VMCS or order within 90 days and for $3,750 per month. The contract can be cancelled without cause after 120 days with provision of 30 days written notice
ix) Gxxxxx Dab was owed approximately $500,000 (five hundred thousand dollars) by VMCS. Mr. Dab forgave or has agreed to forgive approximately $300,000 (three hundred thousand dollars) in return for the Preference A shares received by him. The remaining to $200,000 (two hundred thousand dollars) of debt will be exchanged into 200 Preference C shares at closing. No other debts will exist in VMCS at closing.
i) To disclose any federal (U.S. and all bank accounts held by the Company and to agree with new management the assignment or Canadian)closing of such accounts
ii) VMCS will authorize and complete a name change to InnovaQor, state, provincial or territorial court shall have been issued that would, as Inc. with the State and take whatever steps are required to inform the SEC and/or FINRA of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreementname change and request for a new trading symbol.
(b) The respective obligations of VMCS to acquire the Purchasers Shares of the subsidiaries of Rennova hereunder in connection with the Closing are subject to the satisfaction or waiver of the following conditions being metas of the Closing:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) the Company Rennova in this Agreement shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares be true and correct on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(v) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent Date with the issuance or sale same effect as though made at and as of the Shares by the Company; such date and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court Rennova shall have been issued delivered an Officer’s Certificate to that would, as of effect;
ii) Rennova shall have performed and complied in all material respects with the agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date;
iii) Rennova shall have obtained any and all consents, prevent the issuance permits, approvals, registrations and waivers necessary or sale appropriate for consummation of the Shares by the Companytransactions contemplated hereby;
(viiiiv) from the date hereof of this Agreement through to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange there shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak change, circumstance or escalation of hostilities event concerning the RNI Subsidiaries that has had or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable could be reasonably likely to purchase the Shares at the Closinghave an Adverse Effect;
(ixv) the Board shareholders of Directors the RNI Subsidiaries shall have adopted resolutions appointing Xxxxx Xxxxxxxxapproved this Agreement, M.D. as one of the Purchaser Designees, effective as of the Closing, Acquisition and waiving (in connection with the transactions contemplated by this Agreement) any acceleration hereby in accordance with applicable law and their Articles of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);Incorporation and Bylaws.
(xvi) the Company 2018 and 2019 audits and unaudited numbers for 2020 for the AMSG Subsidiaries and the HTS Subsidiaries shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx been delivered prior to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010closing.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of each of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(viiiii) the delivery by each the Purchaser of the items set forth in Section 2.4(b2.2(b) of this Agreement; and
(iv) Nasdaq shall have approved of the listing of the Shares to the extent required by the rules of the Nasdaq.
(b) The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(viiv) no action Nasdaq shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as approved of the Closing Date, prevent the issuance or sale listing of the Shares to the extent required by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as rules of the Closing Date, prevent the issuance or sale of the Shares by the Company;Nasdaq; and
(viiivi) from the date hereof to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Commission or the Company, which suspension shall be terminated prior to the Closing)’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, makes it impracticable or inadvisable to purchase the Shares Securities at the Closing;
(ix) ; provided, however, that no event, change, occurrence, condition or effect arising out of, or resulting from the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one outbreak of the Purchaser Designees, effective as of the Closing, and waiving (novel coronavirus shall constitute or be taken into account in connection with the transactions contemplated by this Agreement) determining whether any acceleration of the vesting provisions such national or termination of outstanding options, which acceleration international calamity or termination is permitted upon the occurrence of a Triggering Event (as defined material adverse change in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010any financial market has occurred.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers contained herein (unless as of a specific date therein);
(ii) obtaining shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) receipt of conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and
(vii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Second Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date and the Second Closing Date of the representations and warranties of the Purchasers contained herein;
(ii) all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Closing Date and the Second Closing Date shall have been performed; and
(iii) the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement. 1 (105% of the Company’s 5-day average closing bid price prior to the Closing Date)
(b) The respective obligations of the Purchasers hereunder in connection with the Closing and the Second Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date and the Second Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein;
(ii) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the transactions contemplated by this Agreement;
(iii) the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchange;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date and the Second Closing Date shall have been performed;
(viii) the delivery by the Company of the items set forth in Section 2.4(a2.2(a) of this Agreement;
(viiv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(viiv) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, as the delivery of the Closing Date, prevent Subordination Agreement duly executed by the issuance or sale senior creditors of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;and
(viiiv) from the date hereof to the Closing Date and the Second Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, States or New York state, Canada, or British Columbia provincial State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares Preferred Stock at the Closing and the Second Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010.
Appears in 1 contract
Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of made by the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date);
(ii) obtaining shareholder approval (by the requisite majority) at fulfillment in all material respects of those undertakings of the Shareholders’ Meeting for Purchasers to be fulfilled prior to the transactions contemplated by this AgreementClosing;
(iii) receipt of conditional approval for by the listing Company of the Shares on the Toronto Stock Exchange;
(iv) the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable U.S. federal and state securities laws and the offer and sale of the Shares shall be exempt from the requirements as to the filing of a prospectus under applicable Securities Laws;
(v) all obligationsRegistration Rights Agreement, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(vi) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority that would, dated as of the Closing Date, prevent between the issuance or sale Company and the Purchasers, a form of which is attached hereto as Exhibit C (the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian“Registration Rights Agreement”), state, provincial or territorial court which shall have been issued that would, as duly executed by the Purchasers;
(iv) receipt by the Company of a wire transfer to the account designated by the Company of same-day funds in the full amount of the Closing Date, prevent the issuance or sale of Aggregate Purchase Price for the Shares by and the CompanyWarrants being purchased hereunder; and
(viiv) receipt by the delivery by Company of an applicable IRS Form W-8 or W-9 from each Purchaser of the items set forth in Section 2.4(b) of this AgreementPurchasers.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company and the Operating Partnership contained herein (unless as of a specific date therein, in which case they shall be accurate as of such date);
(ii) the fulfillment in all material respects of those undertakings of the Company shall have obtained shareholder approval to be fulfilled prior to the Closing, including filing (by i) Articles Supplementary classifying and designating the requisite majorityPreferred Stock (the “Second Closing Articles Supplementary”) at and (ii) Articles of Amendment (the Shareholders’ Meeting for “Articles of Amendment”) amending (the transactions contemplated by this Agreement“Amendment”) the First Closing Articles Supplementary (as defined below), in each case with the State Department of Assessments and Taxation of Maryland (the “SDAT”);
(iii) receipt by the Purchasers of a legal opinion from Mxxxx Xxxxx LLP, counsel to the Company, the Operating Partnership and the Manager addressed to the Purchasers and dated the Closing Date substantially in the form of Exhibit D hereto, including an opinion as to the status of the Company shall have received conditional approval for the listing of the Shares on the Toronto Stock Exchangeas a real estate investment trust (a “REIT”);
(iv) all obligations, covenants and agreements receipt by the Purchasers of the Company required to be performed at or prior to the Closing Date Registration Rights Agreement, which shall have been performed;duly executed by the Company; and
(v) receipt by the delivery Purchasers of a cross-receipt executed by the Company of the items set forth in Section 2.4(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect and delivered to the Company since the date hereof;
(vii) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal (U.S. or Canadian), state, provincial or territorial governmental or regulatory authority Purchasers certifying that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal (U.S. or Canadian), state, provincial or territorial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Shares by the Company;
(viii) it has received from the date hereof Purchasers an amount in cash equal to the Closing Date, trading in the Common Shares on the Toronto Stock Exchange shall not have been suspended (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, New York state, Canada, or British Columbia provincial authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing;
(ix) the Board of Directors shall have adopted resolutions appointing Xxxxx Xxxxxxxx, M.D. as one of the Purchaser Designees, effective as of the Closing, and waiving (in connection with the transactions contemplated by this Agreement) any acceleration of the vesting provisions or termination of outstanding options, which acceleration or termination is permitted upon the occurrence of a Triggering Event (as defined in the Company’s stock option plans);
(x) the Company shall have obtained shareholder approval (by the requisite majority) at the Shareholders’ Meeting for the election of Xxxxxxxx Xxxx to the Board of Directors as a Purchaser Designee, as contemplated by Section 4.12; and
(xi) the Company shall have caused the terms of stock options issued and available for issuance under the Company’s stock option plans to be adjusted to reflect the ten for one consolidation of the Common Shares effected in May, 2010Aggregate Purchase Price.
Appears in 1 contract
