Conditions to Obligations of the Investor Sample Clauses
Conditions to Obligations of the Investor. The obligations of the Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of the Investor. The obligation of the Investor to consummate the Closing is subject to the satisfaction or waiver by the Investor, of the following conditions:
(a) the representations and warranties of the Company (other than the Fundamental Company Representations) that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the date hereof and such Closing (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date);
(b) the representations and warranties of the Company (other than the Fundamental Company Representations) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects on and as of the date hereof and such Closing (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date);
(c) the Fundamental Company Representations shall be true and correct in all respects on and as of the date hereof and such Closing except for de minimis inaccuracies (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date);
(d) the Company shall have performed or complied in all material respects with all obligations, covenants, agreements and conditions in this Agreement required to be performed or complied with by the Company on or prior to the Closing;
(e) there shall have been no event, occurrence, development or state of circumstances or facts that constitutes a Material Adverse Effect;
(f) the Company shall have duly executed and delivered to the Investor each of the items set forth in Section 2.03(b) of this Agreement;
(g) all corporate and other proceedings required for transactions contemplated hereby on such Closing and all documents and instruments incidental to such transactions shall have been duly completed and satisfactory in substance and form to the Investor, and the Investor shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request;
(h) from the date hereof to the Closing, trading in the ADSs shall not have been suspended by the SEC or the Company’s principal Trading Market (nor shall such suspension have been threatened);
(i) the sale and issuance of the Subscription Securities shall be legally permitted by all laws and...
Conditions to Obligations of the Investor. The obligations of the Investor to consummate the transactions contemplated by this Agreement and each other Transaction Document to which the Investor is a party to be consummated at the Closing are subject to the satisfaction on or prior to the Closing of the conditions set forth below unless waived in writing by the Investor.
Conditions to Obligations of the Investor. The obligations of the Investor to consummate the sale and purchase of the Purchased Shares shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of each of the following conditions:
(i) The representations and warranties of the Company contained in Article III (i) that are qualified by materiality or Material Adverse Effect, shall be true and correct in all respects, and (ii) that are not qualified by materiality or Material Adverse Effect, shall be true and correct in material respects, in each case of (i) and (ii), as of the date of this Agreement and as of the Closing (except for representations and warranties that expressly speak as of a specified date, in which case as of such specified date).
(ii) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement that are required to be performed or complied with by it at or prior to the Closing.
(iii) No stop order or suspension of trading shall have been imposed by NASDAQ, the SEC or any other Governmental Authority with respect to public trading in the Shares.
Conditions to Obligations of the Investor. The obligation of the Investor to pay the Company the Purchase Price in respect of the Securities to be issued under this Agreement to the Investor is subject to the fulfillment to the reasonable satisfaction of, or, to the extent permitted by law, waiver by, the Investor prior to the Closing Date, as the case may be, each of the following conditions:
Conditions to Obligations of the Investor. The obligations of the Investor to purchase Shares at the Closing are subject to the fulfillment, on or before such Closing, of each of the following conditions, unless otherwise waived:
Conditions to Obligations of the Investor. The obligation of the Investor to consummate the Redemption is subject to the satisfaction or waiver, at or prior to the Redemption Date, of the following conditions:
(a) all of the conditions to the Merger shall have been satisfied or waived in accordance with the provisions of the Merger Agreement;
(b) the Company shall have performed all of its obligations hereunder required to be performed by it at or prior to the Redemption Date; and
(c) the representations and warranties of the Company set forth in this Agreement shall be true and correct when made and as of the Redemption Date, as if made at and as of such time, provided that representations made as of a specific date shall be required to be true and correct as of such date only.
Conditions to Obligations of the Investor. It shall be a condition precedent to the obligations of the Investor hereunder to be performed at the Closing:
(i) All proceedings have been taken and all waivers and consents to be obtained in connection with the transactions contemplated by this Agreement shall have been taken or obtained.
(ii) All consents, permits, approvals, qualifications and/or registrations required to be obtained or effected prior to the Closing under any applicable state securities or "blue sky" laws of any jurisdiction shall have been obtained or effected.
(iii) The Investor shall have received the duly executed certificate representing the Purchased Shares upon receipt by the Company from the Investor of the Purchase Price, as set forth in Section 2 above.
(iv) All representations and warranties of the Company shall be accurate, correct and complete on the date of execution of this Agreement.
Conditions to Obligations of the Investor. 3.1 The Investor’s obligation to convert the Note for the Equity Securities is subject to the fulfillment of the following conditions, which conditions may be waived at the option of each Investor to the extent permitted by law:
Conditions to Obligations of the Investor. The obligations of the Investor under this Agreement to purchase and pay for the Shares are subject to the satisfaction of the following conditions precedent, any of which may be waived in whole or in part by the Investor in its sole discretion: