Conditions to Obligations of the Corporation. The obligation of the Corporation to consummate the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of the following conditions (which, other than (c) below, may be waived in writing, in whole or in part, by the Corporation):
Conditions to Obligations of the Corporation. The Corporation's obligation to sell the Stock is subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
Conditions to Obligations of the Corporation. It shall be a condition precedent to the obligations of the Corporation hereunder to be performed at each Closing, as the case may be, as to each Investor severally, but not jointly, that (a) the representations and warranties contained herein of each of the Investors hereunder shall be true and correct as of the date of each such Closing with the same force and effect as though such representations and warranties had been made on and as of such date, (b) each Investor who is an individual shall have completed, executed and delivered to the Corporation an accredited investor questionnaire, in a form provided by and to the reasonable satisfaction of the Corporation and (c) such Investor shall be, or shall have executed and delivered a counterpart signature page or an Instrument of Adherence to become, a party to the Stockholders’ Agreement in the capacity of an Investor thereunder.
Conditions to Obligations of the Corporation. The obligations of the Corporation to sell the Shares as contemplated by this Agreement are subject to the satisfaction, on or before the date of the Closing, of each of the following conditions precedent, any one or more of which may be waived by the Corporation, in its sole and absolute discretion:
Conditions to Obligations of the Corporation. It shall be a condition precedent to the obligations of the Corporation hereunder to be performed at the Stage I Closing, Stage II Closing or Stage III Closing, as the case may be, as to each Investor severally, but not jointly, that (a) the representations and warranties contained herein of each of the Investors hereunder shall be true and correct as of the date of each such Closing with the same force and effect as though such representations and warranties had been made on and as of such date, and that (b) each Investor who is an individual shall have completed, executed and delivered to the Corporation an accredited investor questionnaire, in a form provided by and to the reasonable satisfaction of the Corporation.
Conditions to Obligations of the Corporation. It shall be conditions precedent to the obligations of the Corporation hereunder to be performed at the Closing that:
(a) The representations and warranties contained herein of the Investors hereunder shall be true and correct as of the date of the Closing with the same force and effect as though such representations and warranties had been made on and as of such date.
(b) Each of the Investors, as the case may be, shall have duly executed and delivered the Roche Collaboration Agreement, the CSHL Research Agreement, the CSHL License Agreement, the OSI License Agreement and the Stockholders' Agreement, and shall have complied with its obligations under this Agreement required to be performed by it prior to the Closing.
Conditions to Obligations of the Corporation. It shall be a condition precedent to the obligations of the Corporation hereunder to be performed at the Closing as the case may be, as to each Investor severally, but not jointly, that (i) the representations and warranties contained herein of each of the Investors hereunder shall be true and correct as of the date of the Closing with the same force and effect as though such representations and warranties had been made on and as of such date, and (ii) each Investor shall have delivered payment of the purchase price as set forth in Section 3 and Schedule 1.
Conditions to Obligations of the Corporation. The obligations of each of CXI and COES under Section 1(b) of this Agreement are subject to the fulfillment, or the waiver, of the following condition on or before the date of the Closing: Each representation and warranty contained in Section 6 shall be true on and as of the date of the Closing.
Conditions to Obligations of the Corporation. The obligations of the Corporation to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment or the Corporation’s waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of the Investor contained in Article IV shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.
(b) All covenants, agreements and conditions contained in this Agreement to be performed by the Investor on or prior to the Closing Date shall have been performed or complied with in all material respects.
(c) All authorizations, approvals or permits of any Governmental Authority that are required in connection with the lawful issuance and sale of the Purchased Shares pursuant to this Agreement shall be obtained and effective as of the Closing Date.
(d) The Corporation shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of the Investor, that each of the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfied.
(e) The Corporation shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Investor certifying that attached thereto are true and complete copies of all resolutions adopted by the Board of Directors of the Investor authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.
(f) The Investor shall have delivered to the Corporation a good standing certificate (or its equivalent) for the Investor from State of Delaware.
Conditions to Obligations of the Corporation. The performance by the Corporation of its obligations under this Contract of Purchase with respect to issuance, sale and delivery of the Sublease to the Purchaser is conditioned upon (i) the performance by the Purchaser of its obligations hereunder; and (ii) receipt by the Corporation and the Purchaser of opinions and certificates being delivered at or prior to the Closing by persons and entities other than the Corporation.
