Conditions to Obligations of the Issuer. The obligations of the Issuer hereunder to deliver the Bonds shall be subject to the execution and delivery by the Issuer or the Paying Agent of the opinion of Bond Counsel described in Sections 7(b)(i) and 7(b)(ii) hereof.
Conditions to Obligations of the Issuer. The Issuer’s obligation to issue and sell the Note and Warrant at the Closing is subject to the fulfillment, on or prior to the Closing Date, of the following conditions, any of which may be waived in whole or in part by the Issuer:
Conditions to Obligations of the Issuer. All obligations of the issuer under this Agreement are subject to the fulfillment or satisfaction, prior to or at Closing of each of the following conditions precedent (all of winch may be waived by the Issuer):
(a) Execution of Agreement. Execution of this Agreement by Purchaser;
Conditions to Obligations of the Issuer. The obligations of the Issuer to consummate the transactions contemplated by this Subscription Agreement as to each Purchaser shall be subject to the conditions that (i) the representations and warranties of such Purchaser contained in this Subscription Agreement shall have been true and correct when made and shall be true and correct in all material respects on the Closing Date, with the same force and effect as if made as of the Closing Date and (ii) the covenants and agreements contained in this Subscription Agreement to be complied with by such Purchaser at or prior to the Closing shall have been complied with in all material respects.
Conditions to Obligations of the Issuer. The obligations of the Issuer to consummate the transactions contemplated by this Agreement shall be subject to the conditions that (i) the representations and warranties of Merck and Merrxxx xxxtained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects on the Closing Date, with the same force and effect, as if made as of the Closing Date and (ii) the covenants and agreements contained in this Agreement to be complied with by Merck and Merrxxx, xxcluding the obligations of Merck and Merrxxx xxxer Article II hereof, at or prior to the Closing shall have been complied with as of the Closing Date in all material respects.
Conditions to Obligations of the Issuer. The obligations of the Issuer to consummate the Closing are subject to the satisfaction of the following conditions:
(a) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing.
(b) No proceeding challenging this Agreement or any of the Transactions or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be Pending, where, in the reasonable judgment of the Buyers, there is a significant possibility of a determination in accordance with the plaintiff's demand.
(c) All required third party consents and approvals set forth on the Disclosure Schedule shall have been obtained.
Conditions to Obligations of the Issuer. The obligation of the Issuer to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing of the following conditions (any of which may be waived in writing by the Issuer):
(a) the Buyers and the Company shall have performed or complied with all obligations and agreements required to be performed or complied with by any of them hereunder on or prior to the Closing (including, without limitation, those specified in Section 5.2);
(b) the representations and warranties of the Buyers and the Company contained in this Agreement shall be true and correct as of the Closing Date as if made as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date or with respect to such period);
(c) there shall be no order, decree, or ruling by any Governmental Authority nor any action, suit, claim, or proceeding by or before any Governmental Authority shall be pending, which seeks to restrain, prevent, or materially delay or restructure the transactions contemplated hereby or any Ancillary Document, or which otherwise questions the validity or legality of any such transactions;
(d) there shall be no statute, rules, regulation, or order enacted, entered, or enforced or deemed applicable to the transactions contemplated hereby which would prohibit or render illegal the transactions contemplated by this Agreement or the Ancillary Documents;
(e) the Company and the Buyers shall have obtained on terms and conditions satisfactory to both parties, all consents and approvals of third parties (including Governmental Authorities) that are required (i) for the consummation of the transactions contemplated hereby or any Ancillary Document, or (ii) in order to prevent a breach of, a default under or a termination, material change in the terms or conditions or material modification of, any Material Agreement as a result of the consummation of the transactions contemplated hereby;
(f) the Company shall have delivered evidence satisfactory to the Buyers that all Liabilities of the Company have been satisfied, compromised, or otherwise extinguished as of the Closing; and
(g) each of the documents to be delivered by Buyers or the Company pursuant to Section 5.2 shall have been so delivered by the Buyers or the Company at the Closing.
Conditions to Obligations of the Issuer. The obligation of the Issuer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver in writing by the Issuer), at or prior to the Closing, of each of the following conditions:
(a) the representations and warranties of the Buyer contained in Section 5.01 shall be true and correct as of the date hereof and as of the Closing Date as if made on the Closing Date;
(b) the other representations and warranties of the Buyer contained in Article V shall be true and correct (without giving effect to any limitations as to materiality or Buyer Material Adverse Effect set forth therein) as of the date hereof and as of the Closing Date as if made on the Closing Date (other than any representation or warranty expressly made as of another date, which representation or warranty shall have been true and correct as of such date), except where the failure of such representations and warranties, individually or in the aggregate, to be true and correct has not had, and would not reasonably be expected to have, a Buyer Material Adverse Effect;
(c) the covenants contained in this Agreement to be complied with by the Buyer at or before the Closing shall have been complied with in all material respects;
(d) the Issuer shall have received a certificate of the Buyer dated as of the Closing Date, signed by a duly authorized executive officer of the Buyer, certifying the satisfaction of the conditions set forth in clauses (a) through (c) of this Section 8.02; and
(e) the Transaction Agreements shall have been duly executed and delivered by the Buyer and its Affiliates, as applicable, and such agreements shall be in full force and effect with respect to the Buyer and its Affiliates.
Conditions to Obligations of the Issuer. The obligation of the Issuer to sell the Securities to Investor are subject to the satisfaction at or prior to the Closing of the following conditions precedent:
(a) Investor shall have delivered to the Issuer duly executed originals of this Subscription Agreement, verification of the Investor’s status as an “accredited investor,” by ODB and any other documents, instruments, or agreements reasonably requested by the Issuer or ODB;
(b) the representations and warranties of Investor contained in Section 5 hereof and in the Offering Documents 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; and
(c) the Issuer shall have accepted the subscription described in this Subscription Agreement as described in Section 2.
Conditions to Obligations of the Issuer. The obligations of the Issuer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
