Conditions to Obligations of Subscriber. The obligations of Subscriber to purchase and pay for the Concurrent Shares at the Closing are subject to satisfac- tion or waiver of each of the following conditions precedent:
(a) All conditions to the closing of the Public Of- fering as set forth in the underwriting agreement between the Company and the underwriters for the Public Offering, other than conditions relating to the transactions contemplated by this Agreement (if any), shall have been satisfied or waived, and the Company shall have delivered to Subscriber at the Clos- ing a certificate of an appropriate officer in form and sub- stance reasonably satisfactory to Subscriber dated the date of the Closing to such effect.
(b) The representations and warranties of the Com- pany contained herein shall have been true and correct in all respects on and as of the date hereof, and shall be true and correct in all respects 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 (except for represen- tations and warranties that speak as of a specific date or time other than the date of the Closing (which need only be true and correct in all respects as of such date or time)), other than, in all such cases, such failures to be true and/or correct as would not in the aggregate reasonably be expected to have a Material Adverse Effect; provided, however, that if any of the representations and warranties is already qualified in any re- spect by materiality or as to Material Adverse Effect for pur- poses of this Section 4.1(b) such materiality or Material Ad- verse Effect qualification will be in all respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso). The Company shall have delivered to Subscriber at the Closing a certificate of an appropriate officer in form and substance reasonably sat- isfactory to Subscriber dated the date of the Closing to such effect. In making any determination as to Material Adverse Effect under this Section 4.1(b), the matters set forth in each such Section shall be aggregated and considered together.
(c) There shall not be in effect any order, decree or injunction of a court or agency of competent jurisidiction which enjoins or prohibits consummation of the transactions contemplated hereby and there shall be no pending Actions which would reasonably be expected to have a material adverse effect on the ability of the Compa...
Conditions to Obligations of Subscriber. Subscriber's obligation to purchase the Shares from Seller is conditioned upon the following:
(i) The receipt and acceptance by Subscribers of this Agreement for the purchase of the Shares, as evidenced by the execution of this Agreement by authorized officers of Seller.
(ii) The delivery to the Escrow Agent by Seller of one or more stock certificates of Seller representing, in aggregate, the number of Shares purchased by each of the Subscribers and conforming in all material respects to the requirements of this Agreement.
(iii) The delivery at Closing of a certificate from an authorized officer of Seller certifying that Seller's representations and warranties hereunder are true and correct as of the closing date.
(iv) The Certificate of Determination shall have been filed with, and accepted by, the Secretary of State of the State of California.
Conditions to Obligations of Subscriber. Issuer 1 and Issuer 2. The obligations of Subscriber to purchase and pay for the Securities as set forth in this Subscription Agreement and of Issuer 1 and Issuer 2 to sell the Securities are subject to the satisfaction at or prior to the Closing of the following conditions precedent: the representations and warranties of each of Issuer 1 and Issuer 2 contained in Section 5 and Section 6 hereof and of Subscriber contained in Section 7 hereof shall be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing.
Conditions to Obligations of Subscriber. 4.1 Subscriber’s obligation to purchase the Securities at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law:
Conditions to Obligations of Subscriber. The obligations of Subscriber ----------------------------------------- hereunder are, at its option, subject to the conditions that the representations and warranties of the Company in Section 4 hereof shall be accurate as of the Closing Date, as though such representations and warranties had been made at and as of such time, and all of the terms, covenants and conditions of this Subscription Agreement and the Agreement to be complied with and performed by the Company on or before the Closing Date shall have been duly complied with and performed. 7 Conditions to Obligations of the Company. The obligations of the Company ----------------------------------------- hereunder are, at its option, subject to the conditions that the representations and warranties of Subscriber in Section 5 hereof shall be accurate as of the Closing Date, as though such representations and warranties had been made at and as of such time, and all of the terms, covenants and conditions to this Agreement to be complied with and performed by the Subscriber on or before the Closing Date shall have been duly complied with and performed.
Conditions to Obligations of Subscriber. All obligations of Subscriber under this Agreement with respect to the Closing are subject to the fulfillment, or waiver by Subscriber, of each of the following conditions:
Conditions to Obligations of Subscriber. The obligations of the Subscriber to subscribe for, purchase and pay for the Bond as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived in writing by the Subscriber in its sole discretion:
Conditions to Obligations of Subscriber. Subscriber’s obligation to purchase the Subscriber Shares from the Company is conditioned upon the following:
(i) The acceptance of this Agreement by the Company, as evidenced by the countersignature on this Agreement by authorized officers of Company; and
(ii) The Closing of the stock purchase pursuant to the Stock Purchase Agreement and the receipt of the Closing Payment by the Payment Agent.
Conditions to Obligations of Subscriber. Conditions to Obligations of the Company.. 10
Conditions to Obligations of Subscriber. The obligation of the undersigned to pay the purchase price is subject to receipt by The Xxxxxxxxx Group, Inc. on behalf of the undersigned of (i) an opinion of Xxxxx & Xxxxxxx LLP with respect to the matters referred to in Annex D attached hereto and (ii) a certificate of an officer of the Company stating that (a) the representations and warranties of the Company set forth in this Subscription Agreement are true and correct as of the closing date with the same effect as though such representations and warranties had been made on the closing date and (b) all covenants of the Company set forth in this Subscription Agreement required to have been performed prior to the closing shall have been duly performed.
