Conditions Precedent to the Obligation of the Investor Sample Clauses

Conditions Precedent to the Obligation of the Investor. The obligation hereunder of the Investor to accept a Fixed Request Notice or Optional Amount grant and to acquire and pay for the Shares is subject to the satisfaction or (to the extent permitted by applicable law) waiver, at or before each Fixed Request Exercise Date and each Settlement Date, of each of the conditions set forth below. These conditions are for the Investor’s sole benefit and (to the extent permitted by applicable law) may be waived by the Investor at any time in its sole discretion.
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Conditions Precedent to the Obligation of the Investor. The obligation hereunder of the Investor to accept the Initial Draw Down Request on the Closing Date and any additional Draw Down Request Notice and to acquire and pay for the Shares is subject to the satisfaction or (to the extent permitted by applicable law) waiver, at or before, each Draw Down Request Exercise Date and the Closing Date or Subsequent Funding Date, as applicable, of each of the conditions set forth below. These conditions are for the Investor’s sole benefit and (to the extent permitted by applicable law) may be waived by the Investor at any time in its sole discretion.
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Conditions Precedent to the Obligation of the Investor. The obligation hereunder of the Investor to accept a Put Notice and to acquire and pay for the Put Shares is subject to the satisfaction or (to the extent permitted by applicable law) waiver, at or before each Put Date and each Closing Date, of each of the conditions set forth below. These conditions are for the Investor’s sole benefit and (to the extent permitted by applicable law) may be waived by the Investor at any time in its sole discretion.
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Conditions Precedent to the Obligation of the Investor. The obligation hereunder of the Investor to exchange its Series A Shares for the Series B Shares is subject to the satisfaction, at or before the Exchange Closing, of each 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 its sole discretion. (a) Assuming the reference changes to be made pursuant to Section 2 hereof, the representations and warranties of the Company shall be true and correct as of the date of the Exchange Closing as though made at that time. (b) 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. (c) At or prior to the Exchange Closing, the Investor shall have received an opinion of counsel to the Company in the form attached hereto as EXHIBIT B. The opinion shall include, in substance, those opinions set forth in paragraphs #2, #5, #6 and #7 of the opinion letter presented to Investor by Xxxxx & Xxxxxx, LLP on March 8, 2000 with respect to this Exchange Agreement and those opinions set forth in paragraphs #4 and #8 thereof with respect to the Series B Shares.
Sample 1
Conditions Precedent to the Obligation of the Investor. The right of the Company to deliver a Put Notice and the obligation of the Investor hereunder to acquire and pay for Common Stock incident to a Closing is subject to the satisfaction, on the date of delivery of a Put Notice, and on the applicable Closing Date (each a "Condition Satisfaction Date") of each of the following conditions, which conditions may be waived with the prior written consent of the Investor: (a) Registration of the Common Stock with the SEC. The Company shall have filed with the SEC a registration statement on Form S-1, Xxxx X-0, Xxrm SB-2, any successor form thereto or other appropriate form (the "Registration Statement") for the registration of the resale of the Common Stock to be acquired pursuant to this Agreement under the Securities Act. Furthermore, the Company shall have filed (i) with Standard & Poor's, Ltd. a "blanket filing" to comply with the blue sky laws of those states that are customarily covered by such a filing and (ii) any filings required to be made by the Company with the NASD and/or Principal Market.
Sample 1
Conditions Precedent to the Obligation of the Investor. The obligation hereunder of the Investor to accept a Put Exercise Notice and to acquire and pay for the Securities is subject to the satisfaction or (to the extent permitted by applicable law) waiver, at or before each Put Exercise Date and each Closing Date, of each of the conditions set forth below. These conditions are for the Investor’s sole benefit and (to the extent permitted by applicable law) may be waived by the Investor in writing at any time in its sole discretion.
Sample 1
Conditions Precedent to the Obligation of the Investor. The obligation hereunder of the Investor to accept a Draw Down Notice and to acquire and pay for the Securities is subject to the satisfaction or (to the extent permitted by applicable law) waiver, at or before each Draw Down Exercise Date and each Closing Date, of each of the conditions set forth below. These conditions are for the Investor’s sole benefit and (to the extent permitted by applicable law) may be waived by the Investor in writing at any time in its sole discretion.
Sample 1
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Conditions Precedent to the Obligation of the Investor. The obligation hereunder of the Investor to exchange the Series B Shares for the New Common Shares and the Promissory Note is subject to the satisfaction, at or before the Closing, of each 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 its sole discretion. 4.1. The representations and warranties of the Company shall be true and correct as of the date of the Closing as though made at that time. 4.2. 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 4.3. No consent or approval of, other action by, or any notice to, any governmental body or agency, domestic or foreign, or any third party shall be required in connection with the execution and delivery by the Investor of this Agreement or the consummation of the transactions contemplated hereby. 4.4. The Company shall have reimbursed the Investor for all reasonable expenses (including fees and expenses of its counsel) incurred by the Investor in connection with the negotiation of this Agreement and the closing of the Exchange.
Sample 1
Conditions Precedent to the Obligation of the Investor. The obligation of each Investor to consummate the transactions contemplated hereby is subject to the satisfaction, at or before the Closing, of each of the conditions set forth below. These conditions are for each Investor's sole benefit and may be waived by such Investor at any time in its sole discretion by delivering prior written notice to the Company and each other Investor. (a) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at each such time.
Sample 1

Related to Conditions Precedent to the Obligation of the Investor

  • 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 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 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 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 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 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 Obligations of the Company The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.

  • 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 Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by Applicable Law): (a) the representations and warranties of GM and Xxxxxx set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a Xxxxxx Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and Xxxxxx set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and Xxxxxx shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing Date; (c) GM and Xxxxxx shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any Xxxxxx Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, Xxxxxx or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, Xxxxxx or its affiliates).

  • 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:

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