CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS Sample Clauses
CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligation of the Investors to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to Closing Date unless specified otherwise, of the following conditions:
CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligations of Investor under subsection 1.a of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, unless expressly waived in writing by the Investor:
a. The representations and warranties of the Company contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing, except for representations and warranties made as of a particular date, which shall be true and correct as of such date.
b. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.
c. The President of the Company shall deliver to Investor at the Closing a certificate stating that the conditions specified in Sections 7.a and 7.b have been fulfilled and stating that there shall have been no material adverse change in the business, affairs, operations, properties, assets or financial condition of the Company since the date of this Agreement.
d. The Company shall have caused the Certificate of Designation to be filed with the Secretary of State of the State of Delaware in accordance with the laws thereof.
e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.
f. The Company shall have delivered to Investor a certificate representing the Preferred Shares, duly registered on the books of the Company in the name of the Investor.
g. The Company shall have delivered to Investor the Warrant.
h. Investor shall have received from Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, counsel for the Company, an opinion, dated as of the Closing Date, in substantially the form attached hereto as EXHIBIT C.
i. The Company shall have received aggregate proceeds from the sale of the Preferred Shares and Warrants in the amount of $4,000,000.
CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligation hereunder of the Investors to purchase the Common Stock and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, on or prior to Closing Date, of the conditions set forth below. These conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in it sole discretion.
CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligations ---------------------------------------------- of Investor hereunder are subject to the performance by SyQuest of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Investor:
a. On the Closing Date, on each Conversion Date and on each Exercise Date (as defined in the Warrant), (i) to the extent provided in Section 3 hereof, the representations and warranties made by SyQuest in this Agreement shall be true and correct, and (ii) SyQuest shall have complied fully with all the covenants and agreements in this Agreement and the Warrant required to be satisfied on or before such date; and Investor shall have received on the Closing Date a certificate of the Chief Executive Officer and the Chief Financial Officer of SyQuest dated such date and to such effect.
b. On the Closing Date, SyQuest shall have delivered to Investor an opinion of counsel reasonably satisfactory to Investor, dated the date of delivery, confirming in substance the matters covered in paragraphs a, b, c, d, e, f and h of Section 3 hereof.
c. Prior to the Closing, the Certificate of Designation will have been accepted for filing with the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law.
d. On the Closing Date, SyQuest shall have delivered to Investor the opinion of counsel reasonably satisfactory to Investor, dated the Closing Date, to the effect that the offer and sale of the Preferred Shares and the Warrant hereunder do not require registration under the 1933 Act.
CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The following are certain conditions precedent to the Investors’ obligation to complete the Business Combination and make the Investment.
CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligations of the Investor under Section 2 of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, unless such condition or conditions are expressly waived in writing by the Investor:
CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligation of the Investors to purchase and pay for the Shares and the Notes at the Closing is subject to the following conditions:
CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. In addition to the conditions precedent set forth in Section 3.1, the obligation of Investor to deposit the Cash Subscription Price and the Investor Note Amount with the Exchange Agent in accordance with Section 2.2 and subscribe for the Subscribed Common Stock in accordance with Section 2.3 shall be subject solely to the satisfaction (or waiver in writing by Investor) at or prior to the Relevant Time of the following conditions precedent:
(a) (i) the representations and warranties of FortisUS, ITC Investments and Merger Sub (other than the representations and warranties of FortisUS, ITC Investments and Merger Sub set forth in Section 4.2, Section 4.3(a) (i), Section 4.5 and Section 4.10), shall be true and correct in all respects (without giving effect to any “materiality,” “material adverse effect” or similar qualifiers contained in any such representations and warranties) as of the Relevant Time as though made on and as of such date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, in the aggregate, do not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Surviving Corporation or its Shareholders (after giving effect to the Merger) and (ii) the representations and warranties of FortisUS, ITC Investments and Merger Sub set forth in Section 4.2 and Section 4.3(a)(i), Section 4.5, and Section 4.10 shall be true and correct in all material respects as of the Relevant Time as though made on and as of such date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date);
(b) FortisUS, ITC Investments and Merger Sub shall have performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be performed, or complied with, by each such Party under this Agreement at or prior to the Relevant Time;
(c) FortisUS, ITC Investments and Merger Sub shall have provided the Investor with the confirmation contemplated in Section 2.2(c) and shall have delivered all other documents required to be delivered to the Investor under this Agreement prior to the R...
CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. Each and every obligation of Investor to be performed on the closing date shall be subject to the satisfaction prior thereto of the following conditions:
CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS. The obligation of Investor to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions, any of which may be waived in writing by Investor.