Conditions to Closings. Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:
Conditions to Closings. (a) Conditions to Each Party’s Obligations. The respective obligations of the Company, on the one hand, and the Sellers, on the other hand, to consummate the purchase and sale of the Primary Shares, shares purchased and sold pursuant to an Upsized Shares Offering, if applicable, and shares purchased and sold pursuant to a Downsized Offering, if applicable, excluding any shares purchased and sold pursuant to an Overallotment Shares Offering, under this Agreement are subject to the satisfaction, at or prior to the First Closing Date, of the following conditions, unless waived by the Company and the Sellers in writing:
(i) No statute, rule or regulation shall have been enacted or promulgated by any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, or any other federal, state or local or foreign authority or forum (a “Governmental Authority”) which prohibits the consummation of the transactions contemplated hereby; and there shall be no material order, judgment, writ, injunction, decree, statute, rule or regulation or injunction of a court of competent jurisdiction in effect precluding consummation of the transactions contemplated hereby.
(ii) The Offering shall have closed.
(b) Conditions to Obligations of the Company. The obligations of the Company to consummate the purchase of the Primary Shares, shares to be purchased upon completion of an Upsized Shares Offering, if applicable, and shares to be purchased upon completion of a Downsized Offering, if applicable, excluding any shares to be purchased upon completion of an Overallotment Shares Offering, if applicable, under this Agreement are subject to the satisfaction, at or prior to the First Closing Date, of the following conditions, unless waived by the Company in writing:
(i) With respect to the Company’s obligation to purchase Xxxxxx Shares,
(1) Xxxxxx shall have performed and complied in all material respects with his obligations under this Agreement required to be performed by him at or prior to the First Closing Date.
(2) The representations and warranties of Xxxxxx contained in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and at the First Closing Date as if made at and as of such date.
(3) Xxxxxx shall have accepted the price of the Company’s Common Stock to be sold in the Offering.
(4) The Company shall have received Xxxxxx’x Closing deliveries pursuant to Sections 2.2...
Conditions to Closings. Section 4.1 Conditions Precedent to the Obligation of the Company to Sell. The obligation hereunder of the Company to issue and/or sell the Initial Shares and Warrants to the Investors at the Closing is subject to the satisfaction at or before the Closing of each of the applicable conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.
(a) Accuracy of the Investors' Representations and Warranties. The representations and warranties of the Investors will be true and correct as of the date when made and as of the Closing Date.
Conditions to Closings. Section 7.1 Conditions of Purchase at Initial Closing............38 Section 7.2 Conditions to Purchase at Second Closing.............39 Section 7.3 Conditions of Purchase at All Closings...............39 Section 7.4 Conditions of Sale...................................40 ARTICLE 8 Survival; Indemnification
Section 8.1 Survival..............................................41 Section 8.2 Indemnification by Buyer or the Company...............42 Section 8.3 Third-Party Claims....................................42 Page
Conditions to Closings. 16 Section 5. Representations and Warranties of Company............... 18 Section 6. Representations and Warranties of the Purchasers......
Conditions to Closings. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
8.1 Conditions to the Purchaser’s Obligations at the First Closing. The obligations of the Purchaser under the Loan Documents are subject to the fulfillment on or before the First Closing of each of the following conditions, which may be waived in writing by the Purchaser:
Conditions to Closings. The obligations of the Parties hereto to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of each of the following additional conditions:
Conditions to Closings. Notwithstanding any other provision, as a condition precedent to each Closing, all of the following conditions will have been satisfied:
a. The Common Stock has been trading on a Trading Market on and since the Notice Date, trading has not been suspended, and the Company is in compliance with all requirements to continue trading on a Trading Market;
b. No uncured event of default exists under any Transaction Document;
c. The representations and warranties of Company in this Agreement will be true and correct in all material respects;
d. All Shares will have been timely delivered to Purchaser and any Affiliate of Purchaser in accordance with any contractual requirements, time being of the essence;
e. All documents, instruments and other writings required to be delivered by Company to Purchaser pursuant to any provision of this Agreement or in order to implement and effect the transactions contemplated herein have been delivered.
Conditions to Closings. 4.1 The Company’s obligation to consummate the transactions contemplated herein, as provided in Article I hereof, shall be subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived by the Company in writing.
Conditions to Closings. Section 8.1 Conditions Precedent to the Obligation of the Company. The obligation hereunder of the Company to issue the Exchange Notes and the other Transaction Documents to the Noteholders at the applicable Closing is subject to the satisfaction, at or before the applicable Closing, of each of the applicable conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.
(a) Accuracy of the Noteholders' Representations and Warranties. The representations and warranties of each Noteholder will be true and correct in all material respects as of the date when made and as of the Closing Date, as though made at that time.
