Conditions to Closing of Investor Sample Clauses
Conditions to Closing of Investor. Investor's obligation to purchase the Shares at the Closing is subject to the satisfaction, or waiver by Investor, of the following conditions:
Conditions to Closing of Investor. The Investor’s obligation to purchase the Shares and consummate the other transactions contemplated hereby at the Closing is subject to the fulfillment as of the Closing of the following conditions (unless waived in writing by the Investor):
Conditions to Closing of Investor. 13 5.1 First Closing..................................................13 5.2 Second Closing.................................................
Conditions to Closing of Investor. The Investor's obligation to purchase the Shares at the Closing is subject to the fulfillment as of the Closing Date of the following conditions:
Conditions to Closing of Investor. The Investor's obligation to purchase the Shares at each of the Put Option Closing and the Milestone Closing is subject to the fulfillment as of each of the Closing dates of the following conditions:
Conditions to Closing of Investor. The obligation of Investor to purchase the ERC Shares on the Closing Date hereunder is subject to the satisfaction of the following conditions:
(a) The representations and warranties of ERC contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though made on and as of such date (except for those made as of a specified date, which shall be true and correct as of such date) and ERC shall have performed in all material respects its obligations hereunder required to be performed on or before the Closing Date and Investor shall have received from ERC an Officers' Certificate signed by its Chief Executive Officer and its Chief Financial Officer to the effect of the foregoing;
(b) There shall not have occurred (i) any general suspension of trading in securities on NASDAQ; or (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States;
(c) There shall not be any temporary or permanent order, injunction or decree entered or enforced, by or before any United States or U.K. Government Entity, or any statute, rule or regulation enacted or promulgated, that would prohibit the transactions contemplated hereunder;
(d) Since the date of this Agreement, neither ERC and its Subsidiaries, taken as a whole, nor ERC shall have undergone or suffered any long- term material adverse change in its business, financial condition or results of operations;
(e) ERC shall have obtained all consents and approvals which are legally required to be obtained prior to consummation of the purchase of the ERC Shares hereunder, which if not obtained would have a material adverse effect on ERC and its Subsidiaries, taken as a whole;
(f) The Board of Directors of Investor shall have approved this Agreement and the transactions contemplated hereunder and thereunder on or before September 8, 1997;
(g) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Refsnes, Inc. shall have issued and delivered a fairness opinion to ERC and its Special Committee of the Board of Directors in a form which is reasonably acceptable to the Investor and which opines that the purchase price of the ERC Shares being purchased pursuant to this Agreement is reasonable and fair to both ERC and its stockholders from a financial point of view and such opinion shall not have been withdrawn, revoked or modified in any material respect; and
(h) ERC shall have delivered a certified copy of the resolutions of its Special Committee of the Board of Directors ...
Conditions to Closing of Investor. Except as may be waived in writing by Investor, the obligations of Investor to consummate the transactions contemplated herein shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions:
(a) ZNC shall deliver to Investor the Investor Shares and the Investor Interests.
(b) ZNC, the Company and HOP shall deliver to Investor the following executed documents: (i) the Management Agreement; (ii) the Noncompetition Agreement; (iii) the Securityholders Agreement; (iv) the Option Agreement; (v) the Registration Rights Agreement; and (vi) the HOP Operating Agreement.
(c) The Company shall deliver to Investor (i) its Working Capital Note; and (ii) the Company Note.
(d) The President of each of ZNC and the Company shall have delivered to Investor an Officer's Certificate certifying to Investor that (i) the representations and warranties of ZNC and the Company contained in the Transaction Documents were true and correct in all material respects when initially made and, after delivery of the Schedule Amendment, are true and correct in all material respects as of the Closing Date;
Conditions to Closing of Investor. The Investor's obligation to participate in a Closing, for purposes of this Agreement, is subject to the fulfillment as of the Closing of the following conditions:
Conditions to Closing of Investor. The obligations of each Investor under Section 1.1(b) of this Agreement are subject to the fulfillment or waiver on or before the closing of each of the following conditions:
Conditions to Closing of Investor