Condition to the Obligations of the Company. The obligations of the Company under Section 1.2 of this Agreement are subject to fulfillment, or the waiver, of the following condition on or before the Closing:
Condition to the Obligations of the Company. The obligations of the Company to issue, sell, and deliver the Acquired Shares to the Investor at the Closing are subject to fulfillment, or the waiver by the Company, of each of the following conditions on or before the Closing Date:
Condition to the Obligations of the Company. The obligation of the Company to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following condition: The representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date).
Condition to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver of the following further conditions: (i) Parent and Acquiror shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent and Acquiror contained in this Agreement that are qualified by reference to materiality or an Acquiror Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time (provided that representations made as of a specific date shall be required to be true and correct as of such date only), (B) the representations and warranties of the Parent and Acquiror set forth in Section 5.1, Section 5.2, Section 5.5 and Section 5.6 that are not qualified by Acquiror Material Adverse Effect shall have been true and correct in all respects when made and at and as of the Effective Time, as if made as of such time (provided that representations made as of a specific date shall be required to be true and correct as of such date only), and (C) all other representations and warranties of Parent and Acquiror shall be true and correct when made and at and as of the Effective Time as if made at and as of such time (provided that representations made as of a specific date shall be required to be true and correct as of such date only), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, does not have, and is not reasonably likely to have, an Acquiror Material Adverse Effect and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Parent and Acquiror to the foregoing effect.
Condition to the Obligations of the Company. The obligations of the Company to sell and deliver the Units is subject to the condition that at the Closing Dates, no stop orders suspending the effectiveness of the Registration Statement shall have been issued under the Act or any proceedings therefor initiated or threatened by the Commission. If the condition to the obligations of the Company provided for in this Section has been fulfilled on the First Closing Date but is not fulfilled after the First Closing Date and prior to the Option Closing Date, then only the obligation of the Company to sell and deliver the Units on exercise of the option provided for in Section 2(b) hereof shall be affected.
Condition to the Obligations of the Company. The obligations of the Company to consummate the Closing are subject to the satisfaction (or waiver by the Company), at or before the Closing Date, of the following conditions:
(a) the Company shall have completed its due diligence investigation of NHL to the Company’s satisfaction in the Company’s sole discretion;
(b) at the time of the Closing, NHL will have no liabilities, contingent or otherwise, unless such liabilities have been specifically agreed to by the Company in writing;
(c) the Closing shall not result in NHL being debarred or losing its status with any third-party or government payor for the provision of medical services;
(d) The representations and warranties made by NHL and/or the NHL Shareholders in this Agreement shall have been true and correct when made and shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, except for changes therein permitted by this Agreement;
(e) No Material Adverse Change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or prospects of NHL from the Effective Date to the Closing;
(f) Each of the NHL Parties shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by such NHL Parties prior to or at the Closing;
(g) No Order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby;
(h) NHL's board of directors and NHL Shareholders, shall have each have approved this Agreement and the transactions contemplated herein; and
(i) All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of NHL after the Closing Date on the basis as presently operated shall have been obtained.
Condition to the Obligations of the Company. The obligations of the Company under Section 1.2 of this Agreement are subject to the representations and warranties of the Purchasers contained in Section 5 being true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of that date.
Condition to the Obligations of the Company. The obligations of the Company to issue and sell the Series B Preferred Stock to the Purchasers at a Closing are subject to fulfillment, or the waiver by the Company, of each of the following conditions on or before such Closing:
Condition to the Obligations of the Company. The obligations of the Company to perform this Agreement and to purchase the Securities are subject to fulfillment, or the waiver, of the following condition on or before the Closing:
Condition to the Obligations of the Company. The obligations of the Company to pay the Conversion Payment and deliver the Conversion Shares to the Holders at the Closing are subject to fulfillment, or the waiver, of the following condition on or before the Closing, of each of the following conditions:
