Conditions to Each Additional Closing Sample Clauses

Conditions to Each Additional Closing. (a) Conditions to Each Holder’s Obligations at an Additional Closing. Each Holder’s obligations to effect an Additional Closing, including, without limitation, its obligation to subscribe for Series B Preferred Stock at such Additional Closing, are conditioned upon the fulfillment (or waiver by such Holder in its sole and absolute discretion) of each of the conditions set forth in Section 2.2(a), provided that references to the “First Closing” and “First Closing Date” in such sections shall be deemed to mean the applicable Additional Closing and Additional Closing Date, respectively, and the Company shall use commercially reasonable efforts to cause each of such conditions to be satisfied. In addition to the foregoing, as a condition to the second Additional Closing, the Company shall have issued the Warrants to the Holders as and to the extent described under Recitals D and E. (b) Conditions to the Company’s Obligations at an Additional Closing. The Company’s obligations to effect an Additional Closing with a Holder are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the applicable Additional Closing Date: (i) the conditions set forth in Sections 2.2(b)(i) – (iv) and (vi) – (vii), provided that references to the “First Closing” and “First Closing Date” in such sections shall be deemed to mean the applicable Additional Closing and Additional Closing Date, respectively; and (ii) such Holder shall have paid to the Company the subscription price for the Series B Preferred Stock being subscribed by such Holder at such Additional Closing (provided, that Ener1 may effectuate its subscription in installments in a manner similar to the First Closing).

Conditions to Each Additional Closing. The obligation of each Buyer hereunder to purchase Units at each additional Closing Date is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof. (i) The Company shall have complied with all of the conditions set forth in Section 7.1(a) on or prior to the Initial Closing Date. (ii) The Company shall have duly executed and delivered to such Buyer (a) the Securities being purchased by such Buyer at the applicable Closing, and (b) each of the other Transaction Documents to which the Company is a party and such other certificates or instruments required to be delivered by it pursuant to the Transaction Documents in connection with such Closing. (iii) Each Transaction Document to be entered into as of the applicable Closing Date has been duly executed and delivered by the Company and constitutes, as of such Closing Date, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally, (ii) as limited by laws relating to specific performance, injunctive relief of other equitable remedies, and (iii) to the extent the indemnification provisions contained in this Agreement may be limited by applicable laws. (iv) The Company shall have delivered to such Buyer copies of certificates of good standing for each of the Company and Aeolus Sciences, Inc., each as certified by the Secretary of State of the State of Delaware within five (5) Business Days of such Closing Date. (v) On the applicable Closing Date, all stock transfer, documentary stamp taxes or other taxes (other than income or similar taxes) which are required to be paid in connection with the sale and transfer of the Securities to be sold to each Buyer hereunder on such Closing Date will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with. (vi) The Company shall have timely filed (or obtained extensions in respect thereof and filed within the applicable grace period) all reports, sched...

Conditions to Each Additional Closing. The obligation of the Purchaser to purchase additional Notes, to pay the purchase prices therefor at each Additional Closing and to perform any obligations hereunder with respect to such purchase shall be subject to the satisfaction of the following conditions on or before the relevant Additional Closing Date, as determined by, or waived by, the Purchaser; provided, however, that any waiver of a condition shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by the Company.

Conditions to Each Additional Closing. 2.8.1 The obligations of Gilead hereunder in connection with each Additional Closing are subject to the following conditions being satisfied or waived: (a) The representations and warranties of the Company set forth in Sections 3.1.1(Organization and Qualification), 3.1.2 (Authorization; Enforcement), 3.1.3 (No Conflicts; Filings, Consents and Approvals), 3.1.4 (Issuance of Shares), 3.1.5 (Material Changes; Undisclosed Events, Liabilities or Developments), 3.1.6 (No General Solicitation), 3.1.7 (Private Placement)

Conditions to Each Additional Closing