Conditions to Company’s Obligation to Close. The Company’s obligation to sell and issue the Shares at each Closing is subject to the fulfillment on or before such Closing of the following conditions, unless waived by the Company:
Conditions to Company’s Obligation to Close. The obligation of the Company to consummate the Mergers is subject to the satisfaction, at or before the Closing, of the following conditions, any of which may be waived by the Company in its discretion:
Conditions to Company’s Obligation to Close. The Company’s obligation to sell and issue the Shares to Opus at the Closing is subject to the fulfillment on or before such Closing of the following conditions, unless waived in writing by the Company:
Conditions to Company’s Obligation to Close. The Company’s obligation to redeem the shares of Prior Preferred Stock and to accept for exchange shares of Prior Preferred Stock and Prior Warrants and issue the Series E Shares and the Series E Warrants at the Closing is subject to the fulfillment on or before the Closing of the following conditions, unless waived by the Company:
Conditions to Company’s Obligation to Close. The Company's obligation to sell and issue the Common Stock at the Closing is, at the option of the Company, subject to the fulfillment of the following conditions either before or on the Closing Date:
Conditions to Company’s Obligation to Close. The obligation of the Company to consummate the transactions contemplated hereby is subject to the satisfaction, on or prior to the Closing Date, of the payment by Buyer of the Securities Purchase Price as provided for in Section 2 hereof.
Conditions to Company’s Obligation to Close. All obligations of the Company to consummate the transactions contemplated hereunder are subject to the fulfillment or waiver prior to or at the Closing of each of the following conditions:
(a) All representations and warranties of Parent contained in this Agreement shall be true and correct in all respects when made and shall be deemed to have been made again at and as of the Closing and shall then be true and correct in all respects (except that representations and warranties made as of a specified date, shall be true and correct only as of such specified date); If requested by the Company, it shall have received a certificate, executed by the President of Parent, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Company.
(b) Prior to or at the Closing, Parent shall have delivered to the Company the items to be delivered pursuant to Section 2.4;
(c) Parent shall have performed in all material respects each obligation and agreement to be performed by it, and shall have complied in all material respects with each covenant required by this Agreement to be performed or complied with by it at or prior to the Closing; and
(d) The Company shall have completed to its reasonable satisfaction its business and legal due diligence investigation of Parent, shall not have discovered any facts, circumstances, liabilities or conditions that, in the Company’s reasonable discretion, may adversely affect the value or prospects of Parent or that may expose Parent to any liability not heretofore fully disclosed to the Company.
(e) The Company shall have provided to Parent a certificate of good standing from the Secretary of State of Delaware and certified copies of its Articles of Incorporation;
(f) The Parent shall have prepared the Current Report on Form 8-K required as a result on the consummation of the transactions contemplated hereby.
Conditions to Company’s Obligation to Close. All obligations of the Company to consummate the transactions contemplated hereunder are subject to the fulfillment or waiver prior to or at the Closing of each of the following conditions:
(a) All representations and warranties of Parent and Acquisition Corp. contained in this Agreement shall be true and correct in all respects when made and shall be deemed to have been made again at and as of the Closing and shall then be true and correct in all respects (except that representations and warranties made as of a specified date, shall be true and correct only as of such specified date); If requested by the Company, it shall have received a certificate, executed by an officer or director of Parent, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Company.
(b) Prior to or at the Closing, Parent shall have delivered to the Company the items to be delivered pursuant to Section 2.4;
(c) Parent shall have performed in all material respects each obligation and agreement to be performed by it, and shall have complied in all material respects with each covenant required by this Agreement to be performed or complied with by it at or prior to the Closing;
(d) The Company shall have completed to its reasonable satisfaction its business and legal due diligence investigation of Parent, shall not have discovered any facts, circumstances, liabilities or conditions that, in the Company’s reasonable discretion, may adversely affect the value or prospects of Parent or that may expose Parent to any liability not heretofore fully disclosed to the Company;
(e) The Parent shall file with the Secretary of State of Delaware, an amendment to its Certificate of Incorporation, in order to increase its authorized share capital and all filings required under the DGCL and applicable securities law.
(f) The Parent and Acquisition Corp. shall have provided to the Company a certificate of good standing from the Secretary of State of Delaware and copies of its Certificates of Incorporation for each such corporation;
(g) The Parent shall have prepared the Current Report on Form 8-K required as a result on the consummation of the transactions contemplated hereby; and
(h) The stockholders of Parent shall have approved the amendment to the Certificate of Incorporation in the form attached hereto as Exhibit D.
Conditions to Company’s Obligation to Close. All obligations of the Company to consummate the transactions contemplated hereunder are subject to the fulfillment or waiver prior to or at the Closing of each of the following conditions:
(a) All representations and warranties of Parent and Acquisition Corp. contained in this Agreement shall be true and correct in all respects when made and shall be deemed to have been made again at and as of the Closing and shall then be true and correct in all respects (except that representations and warranties made as of a specified date, shall be true and correct only as of such specified date).
(b) Parent and Acquisition Corp. shall have performed in all material respects each obligation and agreement to be performed by it, and shall have complied in all material respects with each covenant required by this Agreement to be performed or complied with by it at or prior to the Closing.
(c) Parent shall have delivered to the Company the items to be delivered pursuant to Section 2.4.
(d) The Company shall have completed to its reasonable satisfaction its business and legal due diligence investigation of Parent, shall not have discovered any facts, circumstances, liabilities or conditions that, in the Company’s reasonable discretion, may adversely affect the value or prospects of Parent or that may expose Parent to any Liability not heretofore fully disclosed to the Company.
(e) Parent shall have completed its private placement of debentures and warrants and raised no less than $650,000 in proceeds, which proceeds shall continue to be held by Parent.
(f) Parent shall have duly adopted a Share Employee Incentive Stock Option Plan for 13,700,000 shares of common stock of the Parent and shall have granted (or approve the grant thereof to be effective simultaneous with the Close) the following number of options to purchase Parent’s common stock pursuant to its Share Employee Incentive Stock Option Plan to the following individuals with an exercise price of $0.50 per share:
(1) Xxxxx Xxxxxxxxxx 5,337,500 (2) Xxx Xxxxxxx 3,253,740 (3) Xxxxx Xxxxxxx 610,000 (4) Xxxxx Xxxxxxx 300,000 (5) Xxxxxx Xxxxxxxxx 25,000 (6) Xxxxxxx Xxxxxxx 25,000 (7) Xxxx Xxxx 200,000 (8) Xxxxx Xxxxxxxx 150,000 (9) Xxxx Xxxxxxxx 75,000 (10) Xxxxxx Xxxxxxx 150,000 (11) Xxxx Xxxxxxxx 250,000 (12) Xxxxxxxx Xxxxxxx 25,000 The options listed above for each of the Principals are those options due such Principal pursuant to their respective Employment Agreements between the Company and such the Principal being ...
Conditions to Company’s Obligation to Close. The Company’s obligation to sell and issue Shares at the First Closing, the GE Closing and each Subsequent Closing, is subject to the fulfillment on or before the First Closing, the GE Closing or such Subsequent Closing, as applicable, of the conditions set forth below, unless waived by the Company. The conditions to the Company’s obligations hereunder apply with respect to each Investor separately, and the failure of a condition to be satisfied with respect to any Investor will not affect the Company’s obligations with respect to any other Investor.
