CONDITIONS TO CLOSING OF PURCHASER. Purchaser's obligation to purchase the Shares at the Closing is, at the option of the Purchaser, subject to the fulfillment or waiver as of the Closing Date of the following conditions:
CONDITIONS TO CLOSING OF PURCHASER. The obligation of Purchaser to purchase the Debentures at Closing is, at the option of Purchaser, subject to the fulfillment of the following conditions as of the Closing Date:
CONDITIONS TO CLOSING OF PURCHASER. The Purchaser's obligation to purchase the Shares at the closing is subject to fulfillment or waiver as of the Closing Date of the following conditions:
(a) The representations and warranties made by the Company in Section 3 hereof shall be true and correct when made, and shall be true and correct on the Closing Date with the same force and effect as if they had been made on and as of said date.
(b) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed and complied with in all respects.
(c) The Registration Statement shall continue to be effective, and no stop order suspending the effectiveness thereof shall have been issued by the Commission or any state regulatory authority, and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened, by the Commission or any state regulatory authority.
(d) On the Closing Date, Purchaser shall have received an opinion of Xxxxxx & Xxxxxxx, counsel to the Company, dated the Closing Date, in form and substance satisfactory to Xxxxxx, Flyer & Xxxxx, counsel to Purchaser, to the effect that: The Registration Statement has become effective under the Securities Act and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor have been initiated by the Commission.
(e) On the Closing Date, Purchaser shall have received an opinion of Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, counsel to the Company, dated the Closing Date, in form and substance satisfactory to Xxxxxx, Flyer & Xxxxx, counsel to Purchaser, to the effect that: The Shares have been duly authorized for sale and issuance to Purchaser pursuant to this Agreement, and, when issued and delivered by the Company pursuant to this Agreement against full payment of the consideration therefor as provided in the resolutions authorizing issuance thereof by the Board of Directors of the Company or a duly appointed committee thereof, will be validly issued and fully paid and nonassessable. The execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company. Assuming due authorization, execution and delivery of this Agreement by Purchaser, this Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
(f) ...
CONDITIONS TO CLOSING OF PURCHASER. The obligations of the Purchaser under Section 1.1(b) of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against the Purchaser unless he consents thereto:
CONDITIONS TO CLOSING OF PURCHASER. Each obligation of Purchaser to be performed on the Closing Date shall be subject to the satisfaction of each of the conditions stated in this Article VIII, except to the extent that such satisfaction is waived by Purchaser in writing.
CONDITIONS TO CLOSING OF PURCHASER. The obligation of Purchaser under this Agreement to purchase the SLSJ Assets and to assume the Assumed Obligations at Closing is subject to the following conditions precedent:
CONDITIONS TO CLOSING OF PURCHASER. The Purchaser's obligation to purchase the Series C Shares at the Closing is, at the option of the Purchaser, subject to the fulfillment of the following conditions:
CONDITIONS TO CLOSING OF PURCHASER. The Purchaser's obligation to purchase the Series C Preferred at the Closing is, at the option of such Purchaser, subject to the fulfillment on or prior to the Closing Date of the following conditions:
CONDITIONS TO CLOSING OF PURCHASER. The obligation of the Purchaser to accept the Note in substitution for the 1992 Note at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:
CONDITIONS TO CLOSING OF PURCHASER. The Purchaser's obligation to purchase the Maximum Shares or the Minimum Shares, as applicable, at the Closing is subject to the fulfillment or waiver as of the Closing of the following conditions:
