Conditions to Obligations of the Company to Effect the Closing. The obligations of the Company to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Company. (a) At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement, duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount, as applicable, (A) by wire transfer of immediately available funds as provided in the Closing Escrow Agreement and/or (B) in the case of Purchasers paying all or a portion of their Subscription Amount by the cancellation of the Promissory Notes held by them, by the cancellation of such Promissory Notes pursuant to Section 2.1(c); and (iii) the Investor Rights Agreement, duly executed by such Purchaser. (b) All representations and warranties of each of the Purchasers contained herein shall remain true and correct as of the Closing Date as though such representations and warranties were made on such date. (c) The Certificate of Designation shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware.
Appears in 2 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Sco Capital Partners LLC), Preferred Stock and Warrant Purchase Agreement (Feinberg Larry N)
Conditions to Obligations of the Company to Effect the Closing. The obligations of the Company to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Company.
(a) At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement, duly executed by such Purchaser;
(ii) such Purchaser’s 's Subscription Amount, as applicable, (A) by wire transfer of immediately available funds as provided in the Closing Escrow Agreement and/or (B) in the case of Purchasers paying all or a portion of their Subscription Amount by the cancellation of the Promissory Notes held by them, by the cancellation of such Promissory Notes pursuant to Section 2.1(c); and
(iii) the Investor Rights Agreement, duly executed by such Purchaser.
(b) All representations and warranties of each of the Purchasers contained herein shall remain true and correct as of the Closing Date as though such representations and warranties were made on such date.
(c) The Certificate of Designation shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware.
Appears in 2 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Access Pharmaceuticals Inc), Preferred Stock and Warrant Purchase Agreement (Access Pharmaceuticals Inc)
Conditions to Obligations of the Company to Effect the Closing. The obligations of the Company to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Company.
(a) At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement, duly executed by such Purchaser;
(ii) such Purchaser’s Subscription Amount, as applicable, (A) by wire transfer of immediately available funds as provided in the Closing Escrow Agreement or Additional Closing Escrow Agreement (as applicable) and/or (B) in the case of Purchasers paying all or a portion of their Subscription Amount by the cancellation of the Promissory Notes held by them, by the cancellation of such Promissory Notes pursuant to Section 2.1(c2.1(e); and
(iii) the Investor Rights Agreement, duly executed by such Purchaser.
(b) All representations and warranties of each of the Purchasers contained herein shall remain true and correct as of the Closing Date as though such representations and warranties were made on such date.
(c) The Certificate of Designation shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Sco Capital Partners LLC)
Conditions to Obligations of the Company to Effect the Closing. The obligations of the Company to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Company.
(a) At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement, duly executed by such Purchaser;
(ii) such Purchaser’s 's Subscription Amount, as applicable, (A) by wire transfer of immediately available funds as provided in the Closing Escrow Agreement or Additional Closing Escrow Agreement (as applicable) and/or (B) in the case of Purchasers paying all or a portion of their Subscription Amount by the cancellation of the Promissory Notes held by them, by the cancellation of such Promissory Notes pursuant to Section 2.1(c2.1(e); and
(iii) the Investor Rights Agreement, duly executed by such Purchaser.
(b) All representations and warranties of each of the Purchasers contained herein shall remain true and correct as of the Closing Date as though such representations and warranties were made on such date.
(c) The Certificate of Designation shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Access Pharmaceuticals Inc)
Conditions to Obligations of the Company to Effect the Closing. The obligations of the Company to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Company.
(a) At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement, duly executed by such Purchaser;
(ii) such Purchaser’s 's Subscription Amount, as applicable, (A) by wire transfer of immediately available funds as provided in to the Closing Escrow Agreement Company and/or (B) in the case of Purchasers paying all or a portion of their Subscription Amount by the cancellation of the Promissory Notes Accrued Dividends held by them, by the cancellation of such Promissory Notes Accrued Dividends pursuant to Section 2.1(c); and
(iii) the Investor Rights Agreement, duly executed by such Purchaser.
(b) All representations and warranties of each of the Purchasers contained herein shall remain true and correct as of the Closing Date as though such representations and warranties were made on such date.
(c) The Certificate of Designation shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Access Pharmaceuticals Inc)