Conditions to Company’s Obligations. The Company’s obligation to exchangel and issue the Shares to the Purchaser at the Closing is subject to the fulfillment to the Company’s reasonable satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived in writing, in whole or in part, by the Company: (a) The representations and warranties made by the Purchaser in Section 4 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date; (b) All covenants, agreements and conditions contained in this Agreement to be performed by the Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; and
Appears in 6 contracts
Samples: Exchange Agreement (Probe Manufacturing Inc), Exchange Agreement (Probe Manufacturing Inc), Exchange Agreement (Probe Manufacturing Inc)
Conditions to Company’s Obligations. The Company’s obligation to exchangel sell and issue the Shares to the Purchaser at the Closing is subject to the fulfillment to the Company’s reasonable satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived in writing, in whole or in part, by the Company:
(a) The representations and warranties made by the Purchaser in Section 4 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date;
(b) All covenants, agreements and conditions contained in this Agreement to be performed by the Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; and
Appears in 6 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (Probe Manufacturing Inc), Series B Convertible Preferred Stock Purchase Agreement (Probe Manufacturing Inc), Series B Convertible Preferred Stock Purchase Agreement (Probe Manufacturing Inc)
Conditions to Company’s Obligations. The Company’s 's obligation to exchangel sell and issue the Shares to the Purchaser at the Closing is subject to the fulfillment to the Company’s 's reasonable satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived in writing, in whole or in part, by the Company:
(a) The representations and warranties made by the Purchaser in Section 4 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date;
(b) All covenants, agreements and conditions contained in this Agreement to be performed by the Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; and
(c) The Purchaser shall have delivered the Purchase Price to the Company.
Appears in 4 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Sonic Jet Performance), Series B Convertible Preferred Stock Purchase Agreement (Sonic Jet Performance), Series a Convertible Preferred Stock Purchase Agreement (Flexxtech Corp)
Conditions to Company’s Obligations. The Company’s 's obligation to exchangel and issue ----------------------------------- purchase the XXXX Shares to from the Purchaser Shareholders at the Closing is subject to the fulfillment to the Company’s reasonable satisfaction, on 's satisfaction or prior to the Closing Date, Date of the following conditions, any of which may be waived in writing, in whole or in part, part by the Company:
(a) The representations and warranties made by XXXX in Section 3 hereof and by the Purchaser Shareholders in Section 4 hereof shall be true and correct in all material respects when made, made and shall be true and correct in all material respects on as of the Closing Date;.
(b) All covenants, agreements and conditions contained in this Agreement to be performed by the Purchaser Company and the Shareholders on or prior to the Closing Date shall have been performed or complied with in all material respects; andwith.
(c) All matters of a legal nature which pertain to this Agreement, and the transactions contemplated hereby, shall have been approved by counsel to the Company.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Integrated Packaging Assembly Corp), Agreement for Purchase and Sale of Common Stock (Orient Semiconductor Electronics LTD)
Conditions to Company’s Obligations. The Company’s 's obligation to exchangel ------------------------------------- sell and issue the Shares to the Purchaser at the Closing is subject to the fulfillment to the Company’s 's reasonable satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived in writing, in whole or in part, by the Company:
(a) The representations and warranties made by the Purchaser in Section 4 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date;
(b) All covenants, agreements and conditions contained in this Agreement to be performed by the Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; and
Appears in 1 contract
Samples: Series C Convertible Preferred Stock Purchase Agreement (Newave Inc)
Conditions to Company’s Obligations. The Company’s obligation of the Company to exchangel and issue close the Shares to the Purchaser at the Closing transaction contemplated hereby is subject to the fulfillment to satisfaction, or waiver by the Company’s reasonable satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived in writing, in whole or in part, by : (i) the Company:
(a) The representations and warranties made by of the Purchaser set forth in Section 4 hereof this Agreement shall be true and correct in all material respects when madeas of the Closing Date (except to the extent that such representation or warranty speaks of an earlier date, and in which case such representation or warranty shall be true and correct in all material respects as of such date) as though made on and as of the Closing Date;
, (bii) All covenants, agreements and conditions contained in this Agreement to be performed by the Purchaser on or prior shall have performed its obligations under Section 4 hereof, and (iii) the satisfaction of all conditions precedent to the Closing Date shall have been performed or complied with in all material respects; andFinancing and the Redemption (other than the transactions contemplated by this Agreement).
Appears in 1 contract
Samples: Convertible Senior Secured Note Purchase Agreement (Oasis Interval Ownership, LLC)