CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS Sample Clauses
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS. 4.1 The Subscriber’s obligation to purchase the Shares 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 THE SUBSCRIBERS. The Subscriber's obligation to purchase the Units at the Closing 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 THE SUBSCRIBERS. (a) The Subscribers' obligation to purchase the Shares at each Closing is, at the option of each Subscriber, which may waive any such conditions to the extent permitted by law, subject to the fulfillment on or prior to the Closing Date in question of the following conditions:
(b) The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date in question with the same force and effect as if they had been made on and as of said date.
(c) All covenants, agreements and conditions contained in the Agreement to be performed by the Company on or prior to such purchase shall have been performed or complied with in all material respects.
(d) The Company shall have filed for approval for listing on AMEX the maximum number of Conversion Shares as shall be required for issuance upon the conversion of the Shares and Warrants sold at the Closing Date in question.
(e) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement.
(f) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person which shall not have been obtained to issue the Shares (except as otherwise provided in this Agreement).
(g) The Company shall have received binding subscriptions for at least $1,000,000 in Units in connection with the Initial Closing.
(h) On the Closing Date in question, Counsel to the Company shall have delivered to the Agent for the benefit of the Agent and the Subscribers, a legal opinion to such effect with respect to legal matters relating to this Agreement and the Memorandum as the Agent may require.
(i) On the Closing Date in question, if requested by the Agent, the Company's auditors shall have delivered to the Agent for the benefit of the Agent and the Subscribers, a comfort letter to such effect as the Agent may require.
(j) Prior to the Initial Closing, the Company shall have delivered to the Agent a draft copy of the Registration Statement, in form and substance reasonably satisfactory to the Agent.
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS. 4.1 The Subscriber’s obligation to purchase the Units upon receipt of the Company’s Notice is subject to the fulfillment as of the date of the receipt of the Company’s Notice 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 THE SUBSCRIBERS. 4.1 Each Subscribers’ obligation to purchase the Notes at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to the Closing of the following conditions, which conditions may be waived at the option of such Subscriber to the extent permitted by law:
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS. 4.1 The Subscribers' obligation to purchase the Units at the closings (each, a "Closing") is subject to the fulfillment on or prior to each Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law:
(a) The representations and warranties made by the Company in Article II hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on each Closing with the same force and effect as if they had been made on and as of said date.
(b) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to such purchase shall have been performed or complied with in all material respects.
(c) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement.
(d) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person which shall not have been obtained to issue the Securities (except as otherwise provided in this Agreement).
(e) The Company shall have received binding subscriptions for at least five hundred eighty (580) Units.
(f) The Company shall have received consents of the Requisite Supermajority.
(g) The Company shall have received consents of the holders of a majority of the outstanding voting stock approving the Merger and related transactions (as defined in the Memorandum).
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS a Representations and Warranties Correct. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on each Closing Date with the same force and effect as if they had been made on and as of said date.
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS. 5.1 The Subscribers’ obligation to purchase the Units at each of the Initial Closing and the Final Closing is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions (other than the condition that Stockholder Approval have been obtained prior to the Final Closing, which condition may not be waived by the Subscribers) may be waived at the option of each Subscriber to the extent permitted by law:
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS. The obligations of each of the Subscribers to consummate the transactions contemplated by this Agreement and the Registration Rights Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions (provided, that any such condition may, to the extent permitted by applicable law, be waived with respect to any Subscriber by such Subscriber in its sole discretion):
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS. 4.1 The Subscriber's obligation to purchase the Units at the Closings is subject to the fulfillment on or prior to each Closing of the following conditions, which said conditions may be waived at the option of each Subscriber to the extent permitted by law: