Conditions of Obligations of the Purchasers. The obligations of the Purchasers are subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by the Purchasers:
Conditions of Obligations of the Purchasers. The obligations of the Purchasers pursuant to this Agreement are subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by the Purchasers:
Conditions of Obligations of the Purchasers. The obligation of the Purchasers to purchase and pay for the Preferred Shares which it has agreed to purchase on the Closing Date is subject to the fulfillment in all material respects prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by the Purchasers:
Conditions of Obligations of the Purchasers. The obligations of each of the Purchasers under this Second Amendment are subject to the fulfillment to their reasonable satisfaction, or the waiver by the Purchasers, on or prior to the Second Amendment Closing Date of each of the following conditions:
Conditions of Obligations of the Purchasers. 5.1. Representations and Warranties Correct............................10 5.2. Performance.......................................................10 5.3.
Conditions of Obligations of the Purchasers. The obligations of the Purchasers are subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by the Purchasers:
(a) Each of the representations and warranties of the Seller, Xxxxxx and the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date. The Company, Seller and Xxxxxx shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by them.
(b) The Secretary of the Company shall deliver to the Purchasers at the Closing a certificate certifying: (i) that attached thereto is a true and complete copy of the Company’s Certificate of Incorporation, as amended, as in effect at the Closing; and (ii) that attached thereto is a true and complete copy of its By-laws as in effect at the Closing (the “Secretary’s Certificate”);
(c) The Company shall have furnished the Purchasers with good standing and existence certificates for the Company in its jurisdiction of incorporation and other jurisdictions where the Company is qualified to do business as a foreign corporation; and good standing and existence certificates for TieTek LLC(“TieTek”) in its jurisdiction of organization and other jurisdictions where TieTek is qualified to do business as a foreign limited liability company (the “Certificates of Good Standing”).
(d) The Purchasers shall have received a current certified list from the Company’s transfer agent of the holders of record of the Common Stock (the “List of Current Shareholders”).
(e) There shall have occurred no Material Adverse Effect with respect to the Company between the date hereof and the Closing Date.
(f) Xxxxx Xxxxxx, Xxx Xxxxxx and Xxxxxxxx Xxxxxxxx shall have resigned from the Board of Directors, and the continuing directors shall have appointed Xxxxx Xxxxxxxx as a director of the Company and Xxxxx Xxxxxxxx as the Chief Executive Officer of the Company; effective as of the Closing.
(g) Each officer of the Company shall have resigned, and the directors shall have appointed as the sole officer of the Company Xxxxx Xxxxxxxx, effective as of the Closing (including, without limitation, the resignation of Xxxxxx).
(h) All continuing directors other than Xxxxx Xxxxxxxx shall have submitted their resig...
Conditions of Obligations of the Purchasers. At each Closing, the obligation of the Purchasers to purchase and pay for the Notes and Warrants at such Closing is subject to the fulfillment prior to or on the Closing Date of any such Closing of the following conditions, any of which may be waived in whole or in part by the Purchasers:
Conditions of Obligations of the Purchasers. The obligation of each Purchaser to purchase and pay for the Preferred Stock is subject to the satisfaction as of the Closing, of the following conditions:
Conditions of Obligations of the Purchasers. The obligation of each Purchaser to effect the transactions contemplated herein is subject to the satisfaction of the following conditions, on or prior to the Closing, unless waived by such Purchaser:
(i) The representations and warranties of the Company and Suiza contained herein shall be true and correct in all material respects as of the Closing as though made on and as of the Closing.
(ii) The Company and Suiza shall have performed in all material respects all of their respective obligations required to be performed by them under this Agreement at or prior to the Closing.
(iii) The Company and Suiza shall have delivered all of the items set forth in part 2.
Conditions of Obligations of the Purchasers. The obligation of each Purchaser to purchase and pay for the Class D Preferred Shares which it has agreed to purchase on the Closing Dates is subject to the fulfillment prior to or on the Closing Dates of the following conditions, any of which may be waived in whole or in part by any Purchaser with respect to such Purchaser:
