Conditions of the Closing. Provided the Offering shall have been subscribed for and funds representing such amount thereof shall have cleared, each Closing shall be held at the offices of a Placement Agent’s counsel or such other place as mutually agreed upon by the parties. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties, in all material respects, of the Company herein as of the date hereof and as of the date of the Closing as if such representations and warranties had been made on and as of such Closing; the accuracy on and as of the date of each Closing of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of each Closing of its covenants and obligations hereunder and to the following further conditions:
Conditions of the Closing. SECTION 7.01 Conditions to Each Party's Obligation to Effect the Transaction The respective obligations of each party to effect the Transaction contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part to the extent permitted by applicable law. No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, execution order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Transaction or any transaction contemplated by this Agreement; provided, however, that the parties shall use reasonable commercial efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.
Conditions of the Closing. 5 6.1 General Conditions to the Investor's and the Lenders' Obligations to Make Loans and Investor Contributions ............5 6.2 Conditions to the Investor's and the Lenders' Obligations to Make Advances to pay Property Acquisition Costs .................8 6.3 Conditions to the Investor's and the Lenders' Obligations to Make Advances to Pay Project Costs for Construction on any Property. ......................................................13
Conditions of the Closing. SECTION 6.01
Conditions of the Closing. The Closing shall be held at the offices of May Xxxxx or its counsel. The obligations of May Xxxxx hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company herein as of the date hereof and as of the Closing with respect to the Company as if it had been made on and as of the Closing; the accuracy on and as of the Closing of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of the Closing of its covenants and obligations hereunder and to the following further conditions:
Conditions of the Closing. The delivery to the Purchaser of the items to be delivered by the Companies and the Shareholders as provided in Section 8.4 and the delivery to STL and the Shareholders of the items to be delivered by the Purchaser as provided in Section 8.5 shall constitute the conditions of the Closing.
Conditions of the Closing. Section 2.1 Condition Precedent; Affiliate Shares Michele Ralston, the Purxxxxxx'x xxxxxnt chief financial officer (the "Affiliate"), beneficially owns 104,495,322 shares of Purchaser common stock and 100,000 shares of Purchaser Series 1 Preferred Stock, corresponding to about 68% of the voting stock of the Purchaser. The Affiliate shall surrender its shares of Purchaser Series 1 Preferred Stock in connection with the completion of the subsidiary sale as provided for in Section 2.2, below.
Conditions of the Closing. The obligation of the New Investors to complete the purchase of the Notes at the Closing is subject to fulfillment of the following conditions:
Conditions of the Closing. 6.1 Conditions to the Lessor's and the Holders' Obligations. The obligations of the Lessor and the Holders to consummate the transactions contemplated by this Agreement on the Closing Date, including the obligation to execute and deliver the applicable Operative Agreements to which each is a party on the Closing Date, are subject to (i) the accuracy and correctness on the Closing Date of the representations and warranties of the other parties hereto contained herein, (ii) the accuracy and correctness on the Closing Date of the representations and warranties of the other parties hereto contained in any other Operative Agreement or certificate delivered pursuant hereto or thereto, (iii) the performance by the other parties hereto of their respective agreements contained herein and in the other Operative Agreements and to be performed by them on or prior to the Closing Date and
Conditions of the Closing. The effectiveness of this Agreement and the Lender’s obligations hereunder is subject to satisfaction of the following conditions precedent:
