CONDITIONS PRECEDENT TO THE OBLIGATION OF THE. Company to Sell the Shares of Preferred Stock and Warrants. The obligation of the Company to sell the shares of Preferred Stock and Warrants is subject to the satisfaction or waiver (with prior written notice to each Purchaser) by the Company, at or before the Closing Date of each of the following conditions:
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE. Company to Close and to Sell the Securities and the Purchaser to Close and to Purchase the Securities. The obligations hereunder of the Company to close and issue and sell the Securities to the Purchasers and the Purchaser to Close and to Purchase the Securities at each Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below.
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE. Company to Deliver the Shares of
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE. PURCHASER TO ACCEPT A DRAW DOWN AND PURCHASE THE SHARES. The obligation hereunder of the Purchaser to accept a Draw Down request and to acquire and pay for the Shares is subject to the satisfaction or waiver, at or before each Draw Down Exercise Date, of each of the conditions set forth below. The conditions are for the Purchaser's sole benefit and may be waived by the Purchaser at any time in its sole discretion.
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE. Companies and the Shareholders to Close The obligation of each of the Companies and the Shareholders to enter into and complete the Closing is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, any one or more of which may be waived by the Companies and Shareholders' Representative (except when the fulfillment of such condition is a requirement of law). It is understood that the Shareholders shall acknowledge satisfaction of the conditions set forth in this Article VII only after the Purchaser has first acknowledged satisfaction of the conditions contained in Article VIII.
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE. COMPANY TO CONSUMMATE THE MERGER 50 8.01 Representations, Warranties and Covenants 50 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 51 9.01 Termination 51 9.02 Effect of Termination 52 9.03 Fees and Expenses 52 ARTICLE X MISCELLANEOUS 55 10.01 No Survival 55 10.02 Notices 55 10.03 Entire Agreement 56 10.04 Governing Law 57 10.05 Binding Effect; No Assignment; No Third-Party Beneficiaries 57 10.06 Amendments and Waivers 57 10.07 Schedules; Listed Documents, etc. 57 10.08 Construction 58 10.09 Certain Definitions 58 10.10 Section Headings 59 10.11 Counterparts 59 10.12 Severability 59 10.13 Jurisdiction; Venue; Service of Process 59 10.14 Specific Performance 60 10.15 Waiver of Jury Trial 60 EXHIBIT Exhibit A Surviving Corporation Articles of Incorporation
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE. CHESSCOM TO CLOSE The obligation of Chesscom to complete the Closing is subject, at the option of Chesscom, to the fulfillment on or prior to the Closing Date of the following Conditions, any one or more of which may be waived by Chesscom and Shareholders in writing:
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE. INVESTORS TO PURCHASE THE SERIES C PREFERRED STOCK. The obligation hereunder of each Investor to acquire and pay for the Series C Preferred Stock at the Closing (unless otherwise specified) is subject to the satisfaction, at or before the Closing, of each of the applicable conditions set forth below. These conditions are for each Investor's benefit and may be waived by each Investor at any time in its sole discretion.
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 the Investor incident to each Closing is subject to the satisfaction, at or before each such Closing, of each of the conditions set forth below.
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE. BUYER TO CLOSE 68 7.1 Representations and Covenants 68
