Conditions Precedent to the Obligations of the Investors Sample Clauses
Conditions Precedent to the Obligations of the Investors. The obligation of each Investor to acquire Securities at the Closing is subject to the satisfaction or waiver by such Investor, at or before the Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Investors. The obligation of each Investor to acquire the Additional Notes at the Closing is subject to the satisfaction or waiver by such Investor, at or before the Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Investors. The obligation of each Investor to fund the Units at the respective Closing is subject to the satisfaction or waiver by each Investor, at or before such Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Investors. The obligation of an Investor to subscribe for Common Shares at the Closing is subject to the satisfaction or waiver by such Investor, at or before the Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Investors. (g) of the Agreement shall be amended and restated in its entirety to read as follows: all of the material terms and conditions contained in the Merger Agreement as of the date of this Agreement shall have been complied with or satisfied, as the case may be, by the applicable party thereto; except, with the consent of each Investor, as the case may be (such consent not to be unreasonably withheld), to the extent (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Company.
Conditions Precedent to the Obligations of the Investors. Each Investor's obligation to purchase the Stock at the Closing is subject to the satisfaction of the following conditions:
(a) the representations and warranties made by the Company in Section 3 hereof shall be true and accurate in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date;
(b) all covenants and agreements contained in this Agreement to be observed by the Company on or prior to the Closing shall have been performed or complied with in all material respects;
(c) the Company shall have delivered the following documents to the Investors:
(i) the Rights Agreement, duly executed by the Company;
(ii) the legal opinion of Morrxxxx & Xoerxxxx, XXP, counsel to the Company, dated the Closing Date, in substantially the form of Exhibit B;
(iii) a certificate (the "Company Closing Certificate") executed on behalf of the Company by a senior executive officer of the Company, dated as of the Closing Date, certifying to the satisfaction of the conditions specified in Sections 2.2(a) and (b) with respect to the Company;
(d) there shall not have occurred and be continuing any material disruption of, or material adverse change in, the conditions of financial, banking or capital markets;
(e) there shall have been no event or circumstance after the date of this Agreement that is reasonably likely to have a Material Adverse Effect on the Company;
(f) neither the consummation nor the performance of the Transactions will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a Material Adverse Effect on the Company as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or
Conditions Precedent to the Obligations of the Investors. Unless each of the following conditions are satisfied or waived, in writing, by the Investor, no Investor shall be obligated to effect the transaction contemplated by this Agreement:
Conditions Precedent to the Obligations of the Investors. The obligation of the Investors to consummate the Closing is also subject to the fulfillment (or waiver by the Investors) at or prior to the Closing of each of the following conditions:
(i) (A) The representations and warranties of the Company set forth in Section 2.2 shall be true and correct in all material respects (except for any representations and warranties that are qualified by materiality, all of which shall be true and correct in all respects) as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be so true and correct as of such date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing;
(ii) the Company shall have filed with the Secretary of State of the State of Delaware the Certificates of Designations and such filings shall have been accepted;
(iii) the Company shall have duly executed and delivered to the Investors or their designee(s) a Registration Rights Agreement (the “Registration Rights Agreement”) in substantially the form of Annex D;
(iv) Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx shall have been, or shall be concurrently with the Closing, appointed to the board of directors of the Company (the “Board”);
(v) the Company shall have duly executed and delivered to the Investor Directors a director indemnification agreement, in substantially the form of Annex E;
(vi) the NASDAQ OMX Group Inc. (“NASDAQ”) shall not have amended or revoked its letter dated July 9, 2010 (the “NASDAQ Letter”) excepting the Company from the shareholder approval rules pursuant to Marketplace Rule 5635(f), and the Company shall have complied with the ten-day notice period specified therein;
(vii) no stop order or suspension of trading shall have been imposed by NASDAQ, the Securities and Exchange Commission (the “SEC”) or any other Governmental Entity with respect to public trading in the Common Stock and the Company shall not have received any notice indicating that the Common Stock will be suspended or limited;
(viii) none of the Company or any of its Subsidiaries shall be a debtor in a bankruptcy case or have filed for bankruptcy (under title 11 of the United States Code or any other bankruptcy, receivership, or any other insolvency proceeding in any jurisdiction);
(ix) since the date hereof, there shall not have occur...
Conditions Precedent to the Obligations of the Investors. The obligations of each Investor hereunder required to be performed on the Closing Date shall be subject to the satisfaction or waiver (which waiver shall be effected by two-thirds of the Investors based on their Commitment Amounts), at or prior to the Closing, of the following conditions:
Conditions Precedent to the Obligations of the Investors. Each Investor’s obligations to effect the Closing, including without limitation its obligation to purchase Shares and Warrants at the Closing, are conditioned upon the fulfillment (or waiver by such Investor in its sole and absolute discretion) of each of the following events as of the Closing Date, and the Company shall use commercially reasonable efforts to cause each of such conditions to be satisfied: