Conditions to Closing of the Investors. Each Investor’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by all of the Investors:
Conditions to Closing of the Investors. The obligation of each Investor hereunder to purchase the Notes at the Closing is subject to the satisfaction, at or before the respective Closing Dates, of each of the following conditions, provided that these conditions are for each Investor’s sole benefit and may be waived by such Investor at any time in its sole discretion by providing the Company with prior written notice thereof:
Conditions to Closing of the Investors. Each Investor's obligation to enter into the transactions contemplated hereby at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions:
Conditions to Closing of the Investors. The obligations of each Investor under Section 1 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 any Investor who does not consent in writing thereto:
Conditions to Closing of the Investors. The Investors' obligations to purchase the Shares at the Closing are, at the option of the Investors, subject to the fulfillment of the following conditions:
Conditions to Closing of the Investors. The obligation of each Investor to purchase the Shares and the Warrants at the Closing is subject to the fulfillment to the Placement Agent’s satisfaction, on or prior to the Closing Date, of the closing conditions set forth in the Placement Agency Agreement, which may be waived in certain cases by the Placement Agent, in its sole and reasonable discretion.
Conditions to Closing of the Investors. The obligations of each of the Investors to consummate the Closing are subject to the satisfaction of each of the following conditions:
(a) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing;
(b) the representations and warranties of each Investor contained in this Agreement at the time of its execution and delivery by each of the Investors shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, and without regard to qualifications concerning materiality or material adverse effect;
(c) the representations and warranties of the Company contained in this Agreement at the time of execution and delivery by the Company shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, and without regard to qualifications concerning materiality or material adverse effect;
(d) the Company shall have performed all of its obligations hereunder required to be performed by it on or prior to the Closing Date;
(e) each other Investor shall have performed all of its obligations hereunder required to be performed by it on or prior to the Closing Date;
(f) The Investors shall have received:
(i) A copy of the Company’s Certificate of Incorporation, as amended by the Charter Amendments, certified by the Secretary of State of the State of Delaware, a copy of the resolutions of the Board of Directors and the stockholders of the Company evidencing the approval, and subject to Stockholder approval, the adoption of the Charter Amendments, the approval of this Agreement, the issuance of the Conversion Shares and the other matters contemplated hereby, all of which shall have been certified by the Secretary of the Company to be true, complete and correct, and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Conversion Shares;
(ii) A certificate of the Secretary of the Company that shall certify the names of the officers of the Company authorized to sign this Agreement, the certificates for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers;
(iii) Certificate of Good Standing for the Company from the Secretary of State of the State o...
Conditions to Closing of the Investors. Each Investor's obligation to purchase the Class E Preferred Stock at the Closing is subject to the fulfillment at or prior to the Closing of the following conditions:
Conditions to Closing of the Investors. Each Investor’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or part by such Investor:
(a) The representations and warranties made by the Company in Article IV of this Agreement shall be true and correct on the Closing Date;
(b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other Governmental Authority of competent jurisdiction or other law or legal restraint or prohibition preventing or making illegal the consummation of the transactions contemplated by this Agreement shall be in effect.
(c) The closing of the transactions, under agreements substantially identical to this Agreement, with all other investors who in the aggregate with any Investor hold 100% of the Notes, shall have occurred or shall occur simultaneously with the Closing hereunder.
Conditions to Closing of the Investors. Each of Dain's, Think's and each Management Investor's obligation to purchase the Class F Preferred Stock at the Closing is subject to each of Xxxxxx and the Forstmann Little Entities simultaneously consummating the Closing. The Forstmann Entities' obligation to purchase the Class F Preferred Stock at the Closing is subject to the fulfillment at or prior to the Closing of the following conditions:
