CONDITIONS TO CLOSING OF THE PURCHASERS. The obligation of the Purchaser to purchase the Securities at the Closing is subject to the fulfillment to the Purchaser’s satisfaction on or prior to the Closing Date of each of the following conditions, any of which may be waived by the Purchaser:
CONDITIONS TO CLOSING OF THE PURCHASERS. Each Purchaser’s obligations to purchase and/or acquire the Notes at the Closing shall be subject to the fulfillment of the following conditions, any one or more of which may be waived by each Purchaser in its sole discretion:
CONDITIONS TO CLOSING OF THE PURCHASERS. Each Purchaser’s obligation to purchase the Shares is, unless waived by the Purchaser, subject to the fulfillment of the following conditions as of the Initial Closing Date, in the case of the Initial Purchasers, or the Subsequent Closing Date, in the case of the Subsequent Purchasers:
CONDITIONS TO CLOSING OF THE PURCHASERS. Each Purchaser’s obligation to purchase the Shares at the Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by such Purchaser, on or prior to the Closing Date, of each of the following conditions:
3.3.1 The representations and warranties made by the Seller in Section 2.2 hereof and by the Issuer in Section 2.3 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) with the same force and effect as if they had been made on and as of such date), but, in each case (x) without giving effect to consummation of the Transactions and (y) other than failures to be true and correct that would not result, individually or in the aggregate, in an Issuer Material Adverse Effect.
3.3.2 The Issuer and the Sellers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Share Purchase Agreement to be performed, satisfied or complied with by the Issuer and the Sellers at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer and the Sellers to consummate the Closing.
3.3.3 There shall not be in force any order, judgment or injunction by or with any governmental authority in the United States, Israel or the Cayman Islands enjoining or prohibiting the consummation of the Purchase.
3.3.4 There shall not have occurred any suspension of the Shares for sale or trading on the NYSE or NASDAQ and, to the Issuer’s knowledge, no proceedings for any such purpose shall have been initiated or threatened.
3.3.5 The Transactions set forth in the Merger Agreement shall have been or will be consummated concurrently with the Closing (it being understood that in the event such Transactions have not been or ...
CONDITIONS TO CLOSING OF THE PURCHASERS. Each Purchaser's --------------------------------------- obligation to purchase the Common Shares at the Closing is subject to the satisfaction, or waiver by such Purchaser, of the following conditions:
CONDITIONS TO CLOSING OF THE PURCHASERS. Each Purchaser's obligation to purchase the Notes and Warrants is, unless waived in writing by the Purchaser, subject to the fulfillment as of the Closing Date of the following conditions:
CONDITIONS TO CLOSING OF THE PURCHASERS. The obligations of each Purchaser under this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions, which consent may be given by written, oral or telephone communication to the Company, or its counsel:
CONDITIONS TO CLOSING OF THE PURCHASERS. The obligation of the Purchasers on the Closing Date to purchase the Series A Preferred Stock shall be subject to each of the following conditions precedent, any one or more of which may be waived by the Purchasers:
CONDITIONS TO CLOSING OF THE PURCHASERS. The obligation of each of the Purchasers to purchase the Series B Preferred at the Closing is subject to the fulfillment to the Purchaser's satisfaction on or prior to the Closing Date of each of the following conditions:
CONDITIONS TO CLOSING OF THE PURCHASERS. Deliveries by the Reorganized Company. Each Purchaser's obligation to purchase its Shares at the Closing is subject to the fulfillment or waiver as of the Closing Date, as applicable, of the following conditions:
(i) on the Closing Date, the Reorganized Company shall have delivered to each Purchaser a stock certificate or stock certificates representing the number of Shares set forth on Exhibit A to be purchased by each such Purchaser registered in the name of such Purchaser (or their respective nominees), together with any other documents that are necessary to issue to each Purchaser good and valid title to its respective Shares;
(ii) prior to or at the Closing, the Reorganized Company and the Purchasers shall have executed and delivered the Registration Rights Agreement attached as Exhibit B hereto;
(iii) on the Closing Date, the Reorganized Company shall have delivered to the Purchasers reimbursement of the Purchasers' costs and expenses (including the reasonable fees and expenses of their counsel, Fried, Frank, Harris, Shriver & Jacobson) incurred in connection with the traxxxxxxxns xxxxxxxxated by the Transaction Documents to be paid as set forth in Section 1.4;
(iv) (A) the Effective Date (as defined in the Plan) shall have occurred on or before June 30, 2001, (B) the commercial launch of the Winged Set shall have occurred, (C) no material development shall have occurred that affects the Reorganized Company's ability to maintain the commercial viability of the Winged Set following launch, (D) the Reorganized Company shall have produced no less than 50,000 units of commercial sale quality inventory of Winged Sets that have been shipped or are ready for shipment, and (E) the Purchasers shall have received a certificate from the chief executive officer of the Reorganized Company, dated as of the Closing Date, attesting to (A), (B), (C), and (D);
(v) no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by the Transaction Documents shall be in effect, nor shall any proceeding by any Governmental Authority seeking any of the foregoing be pending;
(vi) the Confirmation Order shall have been entered by the Bankruptcy Court and such order shall be in full force and effect and not stayed and shall have become a Final Order;
(vii) the Reorganized Company shall have complied in full with ...
