Common use of Company’s Conditions Clause in Contracts

Company’s Conditions. The obligation of the Company to consummate the allotment of the Shares to each Co-Investor shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions with respect to such Co-Investor (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of such Co-Investor set forth in this Agreement qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Investment Closing as though made at and as of the Investment Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); (b) such Co-Investor shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by such Co-Investor on or prior to the Investment Closing Date; and (c) there shall not be pending any suit, action or proceeding by any Person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement, which suit, action or proceeding is reasonably likely to have a material adverse effect on the Company; and (d) such Co-Investor shall have delivered, or caused to be delivered, to the Company at the Investment Closing such Co-Investor’s closing deliverables described in Section 2.6.

Appears in 2 contracts

Samples: Share Subscription Agreement (Tribute Pharmaceuticals Canada Inc.), Share Subscription Agreement (Pozen Inc /Nc)

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Company’s Conditions. The obligation of the Company to consummate the allotment issuance and sale of the Purchased Shares to each Co-Investor the Purchasers shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions with respect to such Co-Investor all Purchasers (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by applicable Law): (a) (i) the representations and warranties of such Co-Investor Purchaser set forth in this Agreement qualified as to materially Section 4.5, 4.6 and 4.7 shall be true and correct, correct when made and those not so qualified as of the Closing Date and (ii) the representations and warranties of such Purchaser contained in this Agreement shall be true and correct in all material respects, in each case, respects as of the date Closing Date (except that representations of this Agreement and such Purchaser made as of the Investment Closing as though made at and as of the Investment Closing, except to the extent such representations and warranties expressly relate to an earlier a specific date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall required to be true and correct in all material respects, on and as of such earlier datedate only); (b) such Co-Investor each Purchaser shall have performed and complied in all material respects with all obligations the covenants and agreements required by contained in this Agreement that are required to be performed or and complied with by such Co-Investor that Purchaser on or prior to the Investment Closing Date; and; (c) there the Company shall not be pending have notified its stockholders of the Company Stockholder Approval pursuant to the DGCL, and the Information Statement shall have been cleared by the Commission and shall have been sent to the stockholders of the Company entitled to notice thereof (in accordance with Regulation 14C of the Exchange Act) at least 20 days prior to the Closing Date; (d) the filings of the Company and each Purchaser pursuant to the Antitrust Laws, if any, shall have been made and the applicable waiting period and any suitextensions thereof shall have expired or been terminated; (e) no Law, action judgment, injunction, order, ruling, or proceeding decree shall have been enacted, promulgated, entered, or enforced by any Person seeking to restrain, preclude, enjoin or Governmental Authority which would prohibit the consummation of the transactions contemplated by this Agreement, which suitand there shall be no legal proceeding or action pending or threatened by any Governmental Authority that seeks to enact, action issue, promulgate, enforce, or proceeding is reasonably likely enter into any such Law, judgment, injunction, order, ruling, or decree or that seeks to enjoin or prohibit the consummation of the transactions contemplated hereby; (f) a senior executive officer of an affiliate of the Purchasers shall have delivered to the Company at the Closing a material adverse effect on certificate stating that the Companyconditions specified in Section 2.4(a) and Section 2.4(b) hereof have been fulfilled; and (dg) such Co-Investor each Purchaser shall have delivered, or caused to be delivered, to the Company at the Investment Closing such Co-InvestorPurchaser’s closing deliverables deliveries described in Section 2.6.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Clayton Williams Energy Inc /De)

Company’s Conditions. The obligation of the Company to consummate the allotment issuance and sale of the Purchased Shares to each Co-Investor the Purchaser shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions with respect to such Co-Investor the Purchaser (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by applicable Law): (ai) the Purchaser shall have performed and complied with the covenants and agreements contained in this Agreement in all material respects that are required to be performed and complied with by the Purchaser on or prior to the Closing Date; (ii) the representations and warranties of such Co-Investor set forth the Purchaser contained in this Agreement that are qualified as to materially by materiality or Purchaser Material Adverse Effect shall be true and correct, correct when made and those not so qualified as of the Closing Date and all other representations and warranties of the Purchaser shall be true and correct in all material respects, in each case, as of the date of this Agreement respects when made and as of the Investment Closing Date, in each case as though made at and as of the Investment Closing, Closing Date (except to the extent such that representations and warranties expressly relate to an earlier made as of a specific date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall required to be true and correct in all material respects, on and as of such earlier date); (b) such Co-Investor shall have performed date only it being expressly understood and complied in all material respects with all obligations agreed that representations and agreements warranties made “as of the date hereof” or “as of the date of this Agreement” or a similar phrase are made as of May 8, 2015, and will not be required by this Agreement to be performed or complied with by such Co-Investor on or prior to true and correct as of the Investment Closing Date); and (ciii) there shall not be pending any suit, action or proceeding by any Person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement, which suit, action or proceeding is reasonably likely to have a material adverse effect on the Company; and (d) such Co-Investor Purchaser shall have delivered, or caused to be delivered, to the Company at the Investment Closing such Co-Investorthe Purchaser’s closing deliverables deliveries described in Section 2.62.5 of this Agreement.

Appears in 1 contract

Samples: Ordinary Share Purchase Agreement (Abengoa Yield PLC)

Company’s Conditions. The obligation of the Company to consummate the allotment sale of the Shares Notes to each Co-Investor of the applicable Purchasers on any applicable Closing Date shall be subject to the satisfaction on or prior to the Investment such Closing Date of each Date, as applicable, of the following conditions with respect to such Co-Investor each Purchaser individually and not the Purchasers jointly (any or all of which may be waived by the Company or, in the case of clause (iv), the Notes Agent, in writing, in whole or in part, to the extent permitted by applicable Law): (ai) such Purchaser shall have performed and complied with the covenants and agreements contained in this Agreement in all material respects that are required to be performed and complied with by that Purchaser on or prior to such Closing Date; (ii) the representations and warranties of such Co-Investor set forth Purchaser contained in this Agreement that are qualified as to materially by materiality or Purchaser Material Adverse Effect shall be true and correct, correct when made and those not so qualified as of such Closing Date and all other representations and warranties shall be true and correct in all material respects, in each case, as of the date of this Agreement respects when made and as of the Investment such Closing Date in each case as though made at and as of the Investment Closing, such Closing Date (except to the extent such that representations and warranties expressly relate to an earlier made as of a specific date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall required to be true and correct in all material respects, on and as of such earlier datedate only); (biii) such Co-Investor shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by such Co-Investor on or prior to the Investment Closing Date; and (c) there shall not be pending any suit, action or proceeding by any Person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement, which suit, action or proceeding is reasonably likely to have a material adverse effect on the Company; and (d) such Co-Investor Purchaser shall have delivered, or caused to be delivered, to the Company at the Investment Closing such Co-Investor’s Closing, its closing deliverables deliveries described in Section 2.67.3 of this Agreement; and (iv) all fees, costs and expenses, including, without limitation, legal fees and expenses, of the Notes Agent shall have been paid prior to, or on, such Closing Date.

Appears in 1 contract

Samples: Note Purchase Agreement (U.S. Well Services, Inc.)

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Company’s Conditions. The obligation of the Company to consummate the allotment issuance and sale of the Shares to each Co-an Investor shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions with respect to such Co-Investor (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by applicable Law): (a) the The representations and warranties of such Co-Investor set forth contained in this Agreement that are qualified as to materially by materiality shall be true and correct, correct when made and those not so qualified as of the Closing Date and all other representations and warranties of such Investor shall be true and correct in all material respects, in each case, respects as of the date Closing Date (except that representations of this Agreement and such Investor made as of the Investment Closing as though made at and as of the Investment Closing, except to the extent such representations and warranties expressly relate to an earlier a specific date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall required to be true and correct in all material respects, on and as of such earlier datedate only);; and (b) such Co-Investor shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by such Co-Investor on or prior to the Investment Closing Date; and (c) there shall not be pending any suit, action or proceeding by any Person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement, which suit, action or proceeding is reasonably likely to have a material adverse effect on the Company; and (d) such Co-Such Investor shall have delivered, or caused to be delivered, to the Company at the Investment Closing such Co-the Investor’s closing deliverables deliveries described in Section 2.62.7. By acceptance of the Shares by an Investor, such Investor shall be deemed to have represented to the Company that it has performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by it on or prior to the Closing Date; and the representations and warranties of such Investor contained in this Agreement that are qualified by materiality are true and correct as of the Closing Date and all other representations and warranties of such Investor are true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only).

Appears in 1 contract

Samples: Stock Purchase Agreement (Halcon Resources Corp)

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