Conditions Precedent to the Obligation of Investor to Purchase the Shares Sample Clauses

Conditions Precedent to the Obligation of Investor to Purchase the Shares. The obligation hereunder of Investor to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing, of each of the conditions set forth below (unless waived by the Investor): 11.1 Each of the representations and warranties of Issuer contained in this Agreement shall be true and correct in all material respects, and Investor shall have received the certificate executed by Issuer’s Chief Executive Officer set forth in Section 2.2 hereof. 11.2 Issuer shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Issuer at or prior to the Closing. 11.3 From the date hereof through the Closing, Issuer shall have raised at least $6,000,000 in aggregate gross proceeds from sales of Issuer Common Stock, including proceeds from the sale of Shares hereunder, the Institutional Placement, the Rights Offering and the Public Offer. 11.4 The Registration Statement, and any amendment or supplement thereto, shall have previously become effective, and such Registration Statement shall be effective on or immediately prior to the Closing Date and (i) neither Issuer nor Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC’s concerns have been addressed and Investor is reasonably satisfied that the SEC no longer is considering or intends to take such action), and (ii) no other suspension of the use or withdrawal of the effectiveness of such Registration Statement or related prospectus shall exist. 11.5 The Issuer Common Stock shall have been approved for listing on the Nasdaq Capital Market, trading of the Issuer Common Stock shall not have been suspended by the SEC, the Nasdaq Capital Market or FINRA and the Issuer Common Stock shall not have been delisted from the Nasdaq Capital Market.
Sample 1
Conditions Precedent to the Obligation of Investor to Purchase the Shares. The obligation hereunder of Investor to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing, of each of the conditions set forth below (unless waived by the Investor): 7.1. Each of the representations and warranties of Issuer contained in this Agreement shall be true and correct in all respects, and Investor shall have received the certificate executed by Issuer’s Chief Executive Officer set forth in Section 2.2 hereof. 7.2. Issuer shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Issuer at or prior to the Closing. 7.3. The Shares shall have been approved for listing on the Nasdaq Capital Market, trading of the Common Stock shall not have been suspended by the Commission or the Nasdaq Capital Market and the Common Stock shall not have been delisted by Nasdaq.
Sample 1
Conditions Precedent to the Obligation of Investor to Purchase the Shares. The obligation of Investor to acquire the Shares at the Closing pursuant to the Purchase Right is subject to the satisfaction or waiver by Investor, at or before the Closing, of each of the following conditions: (a) ELECTION TO EXERCISE PURCHASE RIGHT. Investor shall have elected, in his sole discretion, to exercise the Purchase Right, as follows: (i) at any time on or after August 1, 2008, Investor may provide written notice to the Company of his intention to purchase the Shares pursuant to the Purchase Right ("ELECTION NOTICE"); (ii) at any time on or after August 1, 2008 that the Company is able to satisfy all of the conditions precedent to Closing set forth in Sections 5.1(b)-(i), the Company may provide Investor with written notice ("ELECTION REQUEST") requesting that Investor, in his sole discretion, provide the Company with an Election Notice within ten business days after Investor's receipt of the Election Request, which Election Request shall be accompanied by a signed certification, dated the date of the Election Request, in the form described in Section 5.1(g); (iii) if Investor provides to the Company an Election Notice pursuant to Sections 5.1(a)(i) or 5.1(a)(ii), then the Closing shall occur on a date mutually acceptable to Investor and the Company, which date shall be within 30 days after the Company's receipt of the Election Notice and shall be subject to the fulfillment of the conditions precedent to Closing contained in this Article V; (iv) if Investor provides to the Company an Election Notice but the Company is unable to fulfill all of the conditions precedent to Closing contained in Sections 5.1(b)-(i), then the Purchase Right shall continue in full force and effect until the Outside Date; and (v) if the Company provides to Investor an Election Request but Investor reasonably believes that the Company is or at the Closing will be unable to fulfill all of the conditions precedent to Closing contained in Sections 5.1(b)-(i), then Investor shall notify the Company in writing ("DISAGREEMENT NOTICE") of his belief within ten business days after Investor's receipt of the Election Request, and the Purchase Right shall continue in full force and effect until the Outside Date. (vi) if the Company provides to Investor an Election Request but (X) Investor does not timely provide a Disagreement Notice, (Y) Investor does not timely provide an Election Notice in response to the Election Request, or (Z) if all conditions precedent to Closing containe...
Sample 1
Conditions Precedent to the Obligation of Investor to Purchase the Shares. The obligation hereunder of Investor to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing, of each of the conditions set forth below (unless waived by the Investor): 10.1. Each of the representations and warranties of Issuer contained in this Agreement shall be true and correct in all material respects, and Investor shall have received the certificate executed by Issuer’s Chief Executive Officer set forth in Section 2.2 hereof. 10.2. Issuer shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Issuer at or prior to the Closing. 10.3. Issuer shall have been notified that one or more of its bids to purchase shares of TARP Shares has been accepted as part of an auction by the United States Department of Treasury or its agents or representatives regarding such shares. 10.4. The Issuer Class A Common Stock shall have been approved for listing on the Nasdaq Capital Market, trading of the Issuer Class A Common Stock shall not have been suspended by the SEC, the Nasdaq Capital Market or FINRA and the Issuer Class A Common Stock shall not have been delisted from the Nasdaq Capital Market.
Sample 1
Conditions Precedent to the Obligation of Investor to Purchase the Shares. The obligation of Investor to acquire the Shares at the Closing is subject to the satisfaction or waiver by Investor, at or before the Closing, of each of the following conditions:" (b) Section 5.1(a) is hereby amended and restated in its entirety as follows:
Sample 1

Related to Conditions Precedent to the Obligation of Investor to Purchase the Shares

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligations of the Purchaser Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:

  • Conditions Precedent to the Obligations of the Purchasers The obligation of each Purchaser to acquire Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, at or before the Closing, of each of the following conditions:

  • CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below. (a) ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such time. (b) PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.

  • Conditions Precedent to the Obligations of Purchaser The obligations of Purchaser under this Agreement are subject to the fulfillment, at or before the Closing, of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its discretion):

  • Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities. The obligation hereunder of the Company to close and issue and sell the Securities to the Purchasers at the Closing Date is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s obligation to sell and issue to the Purchaser the Allocated Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions Precedent to the Obligations of Seller The obligation of Seller to proceed with any Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller: