Conditions to Investor’s Obligations. The obligation of the Investor to consummate the Exchange is subject to the fulfillment, to the Investor’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:
Conditions to Investor’s Obligations. As a prerequisite to the Investment Commitment Closing and the Investor's obligations hereunder, all of the following (the "Conditions to Investor's Obligations") shall have been satisfied prior to or concurrently with the Company's execution and delivery of this Agreement:
(a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company's counsel), (iii) the Transfer Agent Instructions (executed by the Company and the Transfer Agent), and (iv) a Secretary's Certificate as to (A) the resolutions of the Company's board of directors authorizing this transaction, (B) the Company's Certificate of Incorporation, and (C) the Company's Bylaws;
(b) this Investment Agreement, accepted by the Company, shall have been received by the Investor;
(c) the Company's Common Stock shall be listed for trading and actually trading on the O.T.
Conditions to Investor’s Obligations. The obligation of the Investor to purchase the Shares and Warrants as set forth in Section 2.1 shall be subject to the satisfaction or waiver by the Investor of each of the following conditions, in each case, on the Closing Date:
(a) The Company shall have delivered to the Investor a copy of the executed and delivered instruction letter from the Company to the Transfer Agent instructing the Transfer Agent to deliver a stock certificate representing the Shares to the Investor or to credit the Shares to the Investor’s or its designee’s balance account with The Depository Trust Company through its Deposit Withdrawal At Custodian system, or to the Investor’s or its designee’s direct registration account.
(b) The Company shall have executed and delivered to the Investor the Registration Rights Agreement.
(c) The Company shall have executed and delivered to the Investor the Warrants in favor of the Investor.
(d) No change, event, development, condition, occurrence or effect shall have occurred or come into existence since the date of this Agreement that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(e) The Stockholder Nominees shall have been elected to serve on the Board at the Stockholder Meeting.
(f) There shall have been no law, rule, regulation, order, judgment or decree enacted, entered or promulgated by any Governmental Entity or NASDAQ which would have the effect of prohibiting the transactions contemplated by this Agreement.
(g) All representations and warranties of the Company contained in this Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) shall be true and correct as of the Closing Date with the same force and effect as if made as of such date, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), except as has not had and would not reasonably be expected to have, individually or in the aggregate with all other such failures to be true or correct, a Company Material Adverse Effect.
(h) The Company shall not have breached or failed, in any material respect, to perform or to comply with any agreement or covenant to be performed or complied with by it under this Agreement or any such breach or failure shall have been cured,...
Conditions to Investor’s Obligations. As a prerequisite to the Investment Commitment Closing and the Investor's obligations hereunder, all of the following (the "Conditions to Investor's Obligations") shall have been satisfied prior to or concurrently with the Company's execution and delivery of this Agreement:
(a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company's counsel), (iii) the Transfer Agent Instructions (executed by the Company and the Transfer Agent), and (iv) a Secretary's Certificate as to (A) the resolutions of the Company's board of directors authorizing this transaction, (B) the Company's Certificate of Incorporation, and (C) the Company's Bylaws;
(b) this Investment Agreement, accepted by the Company, shall have been received by the Investor;
(c) [Intentionally Left Blank].
(d) other than continuing losses described in the Risk Factors set forth in the Disclosure Documents (provided for in Section 3.2.4), as of the Closing there have been no material adverse changes in the Company's business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; and
(e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the conditions to Investor's obligations set forth in this Section 2.2.2 shall have been satisfied as of such Closing; and the Company shall deliver an Officer's Certificate, signed by an officer of the Company, to such effect to the Investor.
Conditions to Investor’s Obligations. The obligation of the Investors to consummate the Investment on the Closing Date shall be subject to the satisfaction of each of the following conditions on the Closing Date:
Conditions to Investor’s Obligations. The obligations of the Investor under Section 1(b) of this Agreement are subject to the fulfillment at or before the Closing of each of the following conditions, any of which may be waived in writing by the Investor:
Conditions to Investor’s Obligations. Each of the Investors' obligation to consummate the transactions contemplated by the Second Closing pursuant to this Agreement is subject to the fulfillment at or prior to the Second Closing of the following conditions, any of which may be waived in whole or in part by such Investor:
Conditions to Investor’s Obligations. The obligation of each Investor to consummate the transactions contemplated hereby is subject to the satisfaction on or prior to the Closing of the following conditions:
(a) The Company shall have delivered to each of the Investors which is purchasing Company Securities hereunder certificates for the Company Securities so purchased.
(b) No preliminary or permanent injunction or order, decree or ruling of any nature issued by any court or governmental agency of competent jurisdiction, nor any statute, rule, regulation or executive order promulgated or enacted by any United States federal, state or local governmental authority, shall be in effect, that would prevent the consummation of the transactions contemplated by this Agreement or the Merger Agreement.
(c) All of the conditions to effecting the Merger under Article VI of the Merger Agreement (including the debt financing condition set forth in Section 6.2(e), but excluding the conditions set forth in Section 6.3) shall have been fulfilled or waived in accordance with the Merger Agreement; provided, however, that Section 6.2(e) of the Merger Agreement shall be deemed to have been satisfied if the debt financing referred to therein is not available solely because of the refusal or inability of the Investors to provide in the aggregate $40,000,000 of equity financing to the Company (including by delivery of Bakex Xxxmon Stock or Bakex Xxxions as permitted by Section 1.1(b)).
Conditions to Investor’s Obligations. The obligations of the Investor under Section 2 of this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions, the waiver of which shall not be effective against any Investor who does not consent to such waiver, which consent may be given by written or email communication to the Company, its counsel or to special counsel to the Investor:
(a) Each of the representations and warranties of the Company contained in Section 3 shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing; and
(b) the Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and shall have obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein.
(c) The Company and the Investor shall have executed this Agreement, the Note and the Warrant.
(d) The Company shall have received payment of the Principal Amount from the Investor.
Conditions to Investor’s Obligations. The obligation of each Investor to purchase and pay for the Securities to be delivered to it hereunder at the Closing Date is subject to the fulfillment, on or before the Closing Date, of each of the following conditions:
