Conditions Precedent to the Obligation. of the Purchasers to Purchase the Shares at the Closing. The obligation hereunder of each Purchaser to acquire and pay for the Shares and Warrants is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for each Purchaser's sole benefit and may be waived by such Purchaser at any time in its sole discretion. (a) Accuracy of the Company's Representations and Warranties. Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing as though made at that time (except for representations and warranties that speak as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Xybernaut Corp), Common Stock and Warrant Purchase Agreement (Xybernaut Corp), Common Stock and Warrant Purchase Agreement (Xybernaut Corp)
Conditions Precedent to the Obligation. of the Purchasers Company to Purchase Close and to Sell the Shares at the ClosingSecurities. The obligation hereunder of the Company to close and issue and sell the Securities to the Purchasers at each Purchaser to acquire and pay for the Shares and Warrants Closing is subject to the satisfaction or waiver, at or before the Closing, of each Closing of the conditions set forth below. These conditions are for each Purchaserthe Company's sole benefit and may be waived by such Purchaser the Company at any time in its sole discretion.
(a) Accuracy of the Company's Purchasers' Representations and Warranties. Each of the The representations and warranties of the Company each Purchaser shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though made at that time (time, except for representations and warranties that speak are expressly made as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Financialcontent Inc), Note and Warrant Purchase Agreement (Financialcontent Inc)
Conditions Precedent to the Obligation. of the Purchasers Company to Purchase Sell the Shares at the ClosingShares. The obligation hereunder of each Purchaser the Company to acquire and pay for issue and/or sell the Shares and Warrants to the Purchaser is subject to the satisfaction or waiversatisfaction, at or before the Closing, of each of the conditions set forth below. These conditions are for each Purchaser's sole benefit and may be waived by such Purchaser the Company at any time in its sole discretion.
(a) Accuracy of the CompanyPurchaser's Representations and Warranties. Each of the The representations and warranties of the Company Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a particular date), which .
(b) Performance by the Purchaser. The Purchaser shall have performed all agreements and satisfied all conditions required to be true and correct in all material respects as of such dateperformed or satisfied by the Purchaser at or prior to the Closing.
Appears in 2 contracts
Samples: Subscription Agreement (All American Food Group Inc), Subscription Agreement (All American Food Group Inc)
Conditions Precedent to the Obligation. of the Purchasers Purchaser to Purchase the Shares at the ClosingDebentures. The obligation hereunder of each the Purchaser to acquire and pay for the Shares and Warrants Debentures at the Closing (unless otherwise specified) is subject to the satisfaction or waiversatisfaction, at or before the Closing, of each of the applicable conditions set forth below. These conditions are for each the Purchaser's sole benefit and may be waived by such the Purchaser at any time in its sole discretion.
(a) Accuracy of the Company's Representations and Warranties. Each of the The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a particular an earlier date), which shall be true and correct in all material respects as of such date).
Appears in 1 contract
Samples: Debenture Purchase Agreement (U S Plastic Lumber Corp)
Conditions Precedent to the Obligation. of the Purchasers to Purchase the Shares at the ClosingDebentures and Warrants. The obligation hereunder of each Purchaser to acquire and pay for the Shares Debentures and Warrants at the Closing (unless otherwise specified) is subject to the satisfaction or waiversatisfaction, at or before the Closing, of each of the applicable conditions set forth below. These conditions are for each Purchaser's sole benefit and may be waived by such each Purchaser at any time in its sole discretion.
(a) Accuracy of the Company's Representations and Warranties. Each of the The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a particular an earlier date), which shall be true and correct in all material respects as of such date).
Appears in 1 contract
Conditions Precedent to the Obligation. of the Purchasers to Purchase the Shares Preferred Stock at the Closing. The obligation hereunder of each Purchaser to acquire and pay for the Shares and Warrants applicable Preferred Stock at the Closing is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for each Purchaser's sole benefit and may be waived by such Purchaser at any time in its sole discretion.
(a) Accuracy of the Company's Representations and Warranties. Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing as though made at that time (time, except for representations and warranties that speak as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Objectsoft Corp)
Conditions Precedent to the Obligation. of the Purchasers Purchaser to Purchase the Shares at the Closing. The obligation hereunder of each the Purchaser to acquire and pay for the Shares and Warrants is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for each the Purchaser's sole benefit and may be waived by such Purchaser at any time in its sole discretion.
(a) Accuracy of the Company's Representations and Warranties. Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing as though made at that time (except for representations and warranties that speak as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Xybernaut Corp)
Conditions Precedent to the Obligation. of the Purchasers Company to Purchase Sell the Common Shares at the Closing. The obligation hereunder of each Purchaser the Company to acquire issue and pay for sell the Common Shares and Warrants to the Purchasers at the Closing is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for each Purchaserthe Company's sole benefit and may be waived by such Purchaser the Company at any time in its sole discretion.
(a) Accuracy of the CompanyEach Purchaser's Representations and Warranties. Each of the The representations and warranties of the Company each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (time, except for representations and warranties that speak are expressly made as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Conditions Precedent to the Obligation. of the Purchasers to Purchase the Shares at the Closing. The obligation hereunder of each Purchaser to acquire and pay for the Shares and Warrants is are subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for each Purchaser's sole benefit and may be waived by such Purchaser at any time in its sole discretion.
(a) Accuracy of the Company's Representations and Warranties. Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing as though made at that time (except for representations and warranties that speak as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Net Value Holdings Inc)
Conditions Precedent to the Obligation. of the Purchasers Company to Purchase Sell the Shares at the ClosingDebentures. The obligation hereunder of each the Company to issue and/or sell the Debentures to the Purchaser to acquire and pay for at the Shares and Warrants Closing (unless otherwise specified) is subject to the satisfaction or waiversatisfaction, at or before the Closing, of each of the applicable conditions set forth below. These conditions are for each Purchaserthe Company's sole benefit and may be waived by such Purchaser the Company at any time in its sole discretion.
(a) Accuracy of the CompanyPurchaser's Representations and Warranties. Each of the The representations and warranties of the Company shall Purchaser will be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a particular an earlier date), which shall will be true and correct in all material respects as of such date).
Appears in 1 contract
Samples: Debenture Purchase Agreement (U S Plastic Lumber Corp)
Conditions Precedent to the Obligation. of the Purchasers Company to Purchase Sell the Shares at the Closing. The obligation hereunder of each Purchaser the Company to acquire issue and pay for sell the Common Shares and Warrants to the Purchasers at the Closing is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for each Purchaserthe Company's sole benefit and may be waived by such Purchaser the Company at any time in its sole discretion.
(a) Accuracy of the CompanyEach Purchaser's Representations and Warranties. Each of the The representations and warranties of the Company each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (time, except for representations and warranties that speak are expressly made as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Common Stock and Warrants Purchase Agreement (Alteon Inc /De)
Conditions Precedent to the Obligation. of the Purchasers Company to Purchase Sell the Shares at the ClosingDebentures and Warrants. The obligation hereunder of each Purchaser the Company to acquire and pay for issue and/or sell the Shares Debentures and Warrants to the Purchaser at the Closing (unless otherwise specified) is subject to the satisfaction or waiversatisfaction, at or before the Closing, of each of the applicable conditions set forth below. These conditions are for each Purchaserthe Company's sole benefit and may be waived by such Purchaser the Company at any time in its sole discretion.
(a) Accuracy of the CompanyPurchaser's Representations and Warranties. Each of the The representations and warranties of the Company shall Purchaser will be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a particular an earlier date), which shall will be true and correct in all material respects as of such date).
Appears in 1 contract
Conditions Precedent to the Obligation. of the Purchasers to Purchase the Shares at the Closing. The obligation hereunder of each Purchaser to acquire and pay for the applicable Common Shares and Warrants at the Closing is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for each Purchaser's sole benefit and may be waived by such Purchaser at any time only in its sole discretion.
(a) Accuracy of the Company's Representations and Warranties. Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Common Stock and Warrants Purchase Agreement (Alteon Inc /De)