Conditions Precedent to Closing by the Company. SECTION 6.1. The obligation of the Company to issue and sell BB Shares and complete the transactions contemplated hereby is subject to the satisfaction or waiver by the Company, in it sole discretion, of the following conditions precedent:
(a) the Purchaser shall have delivered to the Company the following:
(i) the Purchase Price, as provided in Section 2.4(b);
(ii) evidence of the credits for Advertising Time and In-Kind Services, as provided in Section 2.3 hereof, satisfactory in form and substance to the Company;
(iii) a certificate of an authorized officer of the Purchaser as to the truth and accuracy of the representations and warranties set forth in Article IV, the performance of all conditions required to be performed by the Purchaser, and such other matters as counsel for the Company may reasonably request, which matters shall be customary for transactions of the type contemplated by this Agreement; and
(b) the Closing shall have occurred under the Synergy Agreement. -E 60-
Conditions Precedent to Closing by the Company. The obligation of the Company to issue and sell the Shares being sold to Purchaser at the Closing is subject to the satisfaction (or waiver by the Company) at or before the Closing of the following conditions:
Conditions Precedent to Closing by the Company. The obligation of the Company to purchase the Shares is subject to satisfaction of the following conditions precedent at or before the Closing Date:
(a) The representations and warranties made by the Shareholders in Section 3 hereof shall be true and correct in all material respects at the time of the Closing (without regard to any qualification therein as to materiality or material adverse effect), with the same force and effect as if they had been made at and as of the time of the Closing;
(b) The Shareholders shall have duly complied with and performed in all material respects all covenants and agreements of the Shareholders herein which are required to be complied with and performed at or before the Closing;
(i) There shall be no actions, suits or proceedings pending or, to the Shareholders' knowledge, threatened against or affecting the Shareholders or any property of the Shareholders as of the date hereof in any court or before any arbitrator of any kind or before or by any governmental authority;
(d) All notifications, consents, authorizations, approvals and clearances from each governmental authority and any other person required to be made or obtained, in connection with the transactions provided for in this Agreement shall have been made or obtained on terms satisfactory to the Company;
(e) Since the date of this Agreement, Spetses shall not have experienced any Material Adverse Effect (for the purposes of this Agreement, a "Material Adverse Effect" shall mean an uninsured liability for which such has not paid or discharged, provided,if the Shareholders undertake to the Company to pay the costs of such liability or to set off such liability against the value of the Securities, such incident shall not be deemed to be a Material Adverse Effect);
(f) The Company shall have been furnished with a certificate, dated as of the Closing Date and in form and substance satisfactory to the Company, executed by an authorized officer of Spetses and all of the Shareholders, certifying to the fulfillment of the conditions specified in Sections 5.1(a) through 5.1(e) hereof;
(g) The Shareholders shall have delivered to the Company duly authorized and executed stock certificates representing the Shares along with duly executed stock powers in favor of the Company, the corporate formation and corporate governance documents and all amendments, minute books, stock book, share registers and all other corporate records of Spetses; and
(h) The Shareholders shall have del...
Conditions Precedent to Closing by the Company. The obligations hereunder of the Company to issue and sell the Shares to Purchaser are subject to the satisfaction of each of the following conditions at or prior to the Closing unless waived by the Company in writing:
(a) The representations and warranties of Purchaser contained in this Agreement shall be true in all material respects on the Closing Date, as if originally made on such date.
(b) Purchaser shall have performed and complied in all material respects with the agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing.
(i) No statute, rule or regulation shall have been enacted or promulgated, and no order, decree, writ or injunction shall have been issued and shall remain in effect, by any court or governmental or regulatory body, agency or authority which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby, and (ii) no action, suit or proceeding before any court or governmental or regulatory body, agency or authority shall have been instituted or threatened by any governmental or regulatory body, agency or authority, and no investigation by any governmental or regulatory body, agency or
Conditions Precedent to Closing by the Company. The obligation of the Company to issue the Common Shares is subject to satisfaction of the following conditions precedent at or before the Closing Date:
(a) The representations and warranties made by the Holders in Section 3 hereof shall be true and correct in all material respects at the time of the Closing Date (without regard to any qualification therein as to materiality or material adverse effect), with the same force and effect as if they had been made at and as of the time of the Closing;
(b) The Holders shall have duly complied with and performed in all material respects all covenants and agreements of the Holders herein which are required to be complied with and performed at or before the Closing;
(c) There shall be no actions, suits or proceedings pending or, to the Holders’ knowledge, threatened against or affecting the Holders or any property of the Holders as of the date hereof in any court or before any arbitrator of any kind or before or by any governmental authority;
(d) All notifications, consents, authorizations, approvals and clearances from each governmental authority and any other person required to be made or obtained, in connection with the transactions provided for in this Agreement shall have been made or obtained on terms satisfactory to the Company.
Conditions Precedent to Closing by the Company. Each obligation of the Company to each Investor shall be subject to the satisfaction on or before each Closing of each of the following conditions, except to the extent that such satisfaction is waived by the Company in writing:
Conditions Precedent to Closing by the Company. The Company’s obligations to sell and issue the Issued Shares and issue the Convertible Note at the Closing to the Investor are subject to the fulfillment at or before the Closing of the conditions that (a) all covenants, agreements and conditions contained in this Agreement to be performed, or complied with, by the Investor prior to or at the Closing shall have been performed or complied with by the Investor prior to or at the Closing, including, without limitation, the payment of the Investment Amount in immediately available US Dollar funds to the account designated by the Company, (b) the representations and warranties made by the Investor in this Agreement shall be true and correct as of the date of the Closing, which conditions may be waived in whole or in part by the Company, and which waiver shall be at the sole discretion of the Company.
Conditions Precedent to Closing by the Company. The obligation of Ethos to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance with Section 7. The Closing of the Transaction contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions of closing are for the benefit of Ethos and may be waived by Ethos in its sole discretion.
Conditions Precedent to Closing by the Company. The Company shall not be required to proceed at the Closing Date with the transactions contemplated by this Agreement unless the following conditions precedent shall have been fulfilled and satisfied, or shall have been waived in writing by the Company:
Conditions Precedent to Closing by the Company. The obligation of the Company to purchase the Shares is subject to satisfaction of the following conditions precedent at or before the Closing Date: (a) The representations and warranties made by the Shareholders in Section 3 hereof shall be true and correct in all material respects at the time of the Closing (without regard to any qualification therein as to materiality or material adverse effect), with the same force and effect as if they had been made at and as of the time of the Closing; (b) The Shareholders shall have duly complied with and performed in all material respects all covenants and agreements of the Shareholders herein which are required to be complied with and performed at or before the Closing; (c)
