Conditions Precedent to Closings Sample Clauses

Conditions Precedent to Closings. 5.1 Conditions Precedent to the Obligations of the Investors to Purchase Shares at the Closing. The obligation of each Investor to acquire Shares at the Closing is subject to the satisfaction or waiver by such Investor, at or before the Closing, of each of the following conditions:
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Conditions Precedent to Closings. 5.1 Conditions Precedent to the Obligations. In addition to the conditions precedent set forth in Section 2.2 above, the obligation of each party to consummate this Agreement is subject to the satisfaction or waiver at or before such Closing of each of the following conditions:
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Conditions Precedent to Closings. On or prior to the initial Closing, the following shall occur:
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Conditions Precedent to Closings. (a) The Company’s obligation to complete the purchase and sale of the Initial Shares and deliver such stock certificate(s) to the Purchaser at the Closings shall be subject to the following conditions, any one or more of which may be waived in writing by the Company: (i) receipt by the Company of same-day funds in the full amount of the purchase price for the Initial Shares being purchased hereunder; (ii) completion of the purchases and sales under the Agreements with Purchasers of Initial Shares having an aggregate purchase price of at least eight million US dollars ($8,000,000); (iii) the accuracy of the representations and warranties (as if such representations and warranties were made on the applicable Closing Date) made by the Purchasers and the fulfillment of those undertakings and covenants of the Purchasers required to be fulfilled prior to the applicable Closing; (iv) the Purchaser shall have executed and delivered to the Company the Registration Statement Questionnaire attached hereto as part of the Questionnaire, pursuant to which the Purchaser shall provide information necessary to confirm such Purchaser’s status as an “accredited investor” as defined in Rule 501 promulgated under the Securities Act; (v) no proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the applicable Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and (vi) the sale of the Initial Shares shall not be prohibited by any law or governmental order or regulation. The Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Initial Shares evidenced thereby shall be subject to the conditions: (aa) that the representations and warranties made by the Company herein are accurate as of the Initial Closing Date; (bb) that the Company has fulfilled all undertakings and covenants set forth herein required to be fulfilled prior to the Initial Closing; (cc) that the Common Stock shall be quoted on the Nasdaq National Market System (“Nasdaq”); (dd) the absence of any material adverse change affecting the Company, its financial condition or its results of operations; and (ee) the sale of Subsequent Shares shall not be prohibited by any law or governmental order or regulation.
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Conditions Precedent to Closings. 49 8.1 Conditions Precedent to Initial Closing.....................49 8.2 Conditions Precedent to Delayed Closings....................51
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Conditions Precedent to Closings. 19 Section 5.1. (a) Conditions Precedent to Obligations of the Purchaser to Purchase the Series B Shares.......................... 19 Section 5.2. (a) Conditions Precedent to Obligations of the Purchaser to Purchase the Series C Shares.......................... 21 ARTICLE VI TERMINATION............................................... 23 Section 6.1. Termination by Mutual Consent............ 23
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Conditions Precedent to Closings. Section 5.1. (a) CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER TO PURCHASE THE SERIES B SHARES. The obligation of the Purchaser to purchase the Series B Shares is subject to the satisfaction or waiver by the Purchaser, at or prior to the Series B Closing, of each of the following conditions:
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Conditions Precedent to Closings. The obligations of each of the parties hereto in connection with the Closings are subject to the following conditions being met:
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Conditions Precedent to Closings 
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Related to Conditions Precedent to Closings

  • Conditions Precedent to Closing The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • BUYER’S CONDITIONS PRECEDENT TO CLOSING The obligation of Buyer to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any and all of which may be waived by Buyer in writing):

  • Seller’s Conditions Precedent to Closing The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by Seller:

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • Conditions Precedent to the Closing 12 7.1. Consents; Stockholder Approval .................................. 12 7.2. No Suits or Actions ............................................. 12 ARTICLE VIII - MISCELLANEOUS................................................. 12

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS The obligations of Buyer to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Buyer:

  • CONDITIONS PRECEDENT TO MERGER 5.01 Conditions Precedent to Obligations of Parent, Sub and the Company. The respective obligations of Parent and Sub, on the one hand, and the Company, on the other hand, to effect the Merger are subject to the satisfaction or waiver (subject to applicable law) at or prior to the Effective Time of each of the following conditions:

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE The Purchaser's obligation to pay the Consideration and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):

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