Company’s Closing Conditions. The obligation of the Company to consummate the transactions contemplated by this Agreement at the Closing, shall be subject, in the absence of a written waiver by the Company, to the satisfaction, prior or at the Closing, of the following conditions: (i) the representations and warranties of each of the Subscribers contained in this Agreement shall be true on and as of the Closing Date in all material respects as though such warranties and representations were made at and as of such date; (ii) the Subscriber shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied with by it prior to or at the Closing; and (iii) there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided.
Appears in 3 contracts
Samples: Subscription Agreement (American Dg Energy Inc), Subscription Agreement (American Dg Energy Inc), Subscription Agreement (American Dg Energy Inc)
Company’s Closing Conditions. The obligation of the Company to consummate the transactions contemplated by this Agreement at the Closing, as provided in Section 2.1 hereof, shall be subject, in the absence of a written waiver by the Company, to the satisfaction, prior or at the Closing, of the following conditions: :
(i) the representations and warranties of each of the Subscribers Purchasers contained in this Agreement shall be true on and as of the Closing Date in all material respects as though such warranties and representations were made at and as of such date; ;
(ii) the Subscriber each Purchaser shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied with by it prior to or at on the Closing; and Closing Date;
(iii) there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided;
(iv) receipt by the Company of the entire Aggregate Purchase Price; and
(v) the Nasdaq Listing Condition has been satisfied.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Itamar Medical Ltd.), Securities Purchase Agreement (Itamar Medical Ltd.)
Company’s Closing Conditions. The obligation of the Company to consummate the transactions contemplated by this Agreement at the Closing, shall be subject, in the absence of a written waiver by the Company, to the satisfaction, prior or at the Closing, of the following conditions: (i) the representations and warranties of each of the Subscribers contained in this Agreement shall be true on and as of the Closing Date in all material respects as though such warranties and representations were made at and as of such date; (ii) the each Subscriber shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied with by it prior to or at the Closing; and (iii) there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided.
Appears in 2 contracts
Samples: Subscription Agreement (American Dg Energy Inc), Subscription Agreement (American Dg Energy Inc)
Company’s Closing Conditions. The obligation of the Company to consummate the transactions contemplated by this Agreement at the Closing, shall be subject, in the absence of a written waiver by the Company, to the satisfaction, prior or at the Closing, of the following conditions: (i) the representations and warranties of each of the Subscribers Subscriber contained in this Agreement shall be true on and as of the Closing Date in all material respects as though such warranties and representations were made at and as of such date; (ii) the Subscriber shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied with by it prior to or at the Closing; and (iii) there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided.
Appears in 1 contract
Company’s Closing Conditions. The obligation of the Company to consummate the transactions contemplated by this Agreement at the Closing, shall be subject, in the absence of a written waiver by the Company, subject to the satisfaction, prior or at the Closing, of the following conditions: (i) the representations and warranties of each of the Subscribers Subscriber contained in this Agreement shall be true on and as of the Closing Date in all material respects as though such warranties and representations were made at and as of such date; (ii) the Subscriber shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied with by it prior to or at the Closing; and (iii) there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided.
Appears in 1 contract
Company’s Closing Conditions. The obligation of the Company to consummate the transactions contemplated by this Agreement at the Closing, as provided in Section 2.1 hereof, shall be subject, in the absence of a written waiver by the Company, to the satisfaction, prior or at the Closing, of the following conditions: :
(i) the representations and warranties of each of the Subscribers Purchasers contained in this Agreement shall be true on and as of the Closing Date in all material respects as though such warranties and representations were made at and as of such date; ;
(ii) the Subscriber each Purchaser shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied with by it prior to or at on the Closing; and Closing Date;
(iii) there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided; and
(iv) receipt by the Company of the entire Aggregate Purchase Price.
Appears in 1 contract
Samples: Securities Purchase Agreement (Itamar Medical Ltd.)