Conditions to Purchaser’s Obligations to Close. Each Purchaser’s obligation to purchase the Shares at the Closing is subject to the fulfillment on or before the Closing Date of each of the following conditions, unless waived in writing by the applicable Purchaser purchasing the Shares at the Closing:
Conditions to Purchaser’s Obligations to Close. The obligations of Purchaser to effect the purchase of the Purchased Assets and to consummate the transactions contemplated hereby shall be subject to the fulfillment, or waiver in writing by Purchaser, at or prior to the Closing Date, of each of the following conditions:
Conditions to Purchaser’s Obligations to Close. The obligations of Purchaser under this Agreement are contingent upon each of the following:
Conditions to Purchaser’s Obligations to Close. Purchaser’s obligation to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions (any of which may be waived, in whole or in part, by Purchaser):
Conditions to Purchaser’s Obligations to Close. The obligations of Purchaser under this Agreement are subject fulfillment of the conditions set forth below. Purchaser shall have the right to waive in writing all or part of any one or more of the following conditions without releasing Seller or Owners from any liability for any loss or damage sustained by Purchaser by reason of the breach by Seller or Owners of any covenant, obligation or agreement contained herein, or by reason of any misrepresentation made by Seller or Owners and upon such waiver may proceed with the transactions contemplated by this Agreement.
Conditions to Purchaser’s Obligations to Close. The obligation of Purchaser to close under this Agreement and to pay the balance of the Purchase Price hereunder shall be subject to the fulfillment on and as of the Closing Date of all of the following conditions (in addition to any other conditions to Purchaser's obligation under this Agreement which are set forth elsewhere herein):
27.1. Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement.
27.2. Seller shall have performed and observed, in all material respects, all covenants, agreements and conditions of this Agreement to be performed and observed by Seller as of the Closing Date. Purchaser shall have the right, at its election, at or prior to the Closing by notice to Seller, to waive any condition set forth in this Agreement to its obligation hereunder and by effecting the Closing, Purchaser shall be deemed to have waived any such condition not then fulfilled.
Conditions to Purchaser’s Obligations to Close. The obligation of each Purchaser to close the Offering is subject to the fulfillment, as of the date of Closing, of the following conditions, any of which may be waived by each such Purchaser:
Conditions to Purchaser’s Obligations to Close. (a) Each Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby at the applicable Closing shall be subject to the following conditions: (i) each of the representations and warranties of the Company made herein shall be accurate as of date hereof and as of the date of the applicable Closing; (ii) the delivery to the Purchaser by counsel to the Company of a legal opinion dated the date of the applicable Closing, in the form set forth in Exhibit C hereto; (iii) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the date of the applicable Closing, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date thereof and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to the date thereof; and (iv) the fulfillment in all respects of those undertakings of the Company to be fulfilled prior to or at each Closing.
(b) In addition, each Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby at the applicable Closing shall be subject to the conditions that, prior to the Initial Closing: (i) all outstanding shares of Preferred Stock of the Company (other than the Shares), all related party advances (as described below) and the Bridge Financing (as defined below) shall have been converted into shares of Common Stock, or the right to receive Shares, pursuant to that certain Stock Exchange Agreement, as amended, (the “Stock Exchange Agreement”) dated as of November 14, 2016 by and between the Company and the holders listed on Schedule A thereto (in the form provided to the Purchasers prior to the date hereof, and disclosed in a Current Report on Form 8-K (the “Form 8-K”) dated no later than the date of the Initial Closing, or with respect to the Bridge Financing, such other agreement described herein; (ii) Xx. Xxxxxx Xxxxxxx and the Company shall have executed and delivered the Xxxxxxx Side Letter Agreement (as defined below); and (iii) the election of certain new directors and resignation of certain current directors at the Initial Closing as contemplated herein and the fulfillment of the events and conditions described in Section 4.23.
Conditions to Purchaser’s Obligations to Close. (a) Section 7.2.2(6) of the Agreement is hereby amended and restated in its entirety as follows:
Conditions to Purchaser’s Obligations to Close. The obligations of Purchaser to consummate the transactions contemplated by this Agreement at the Closing are subject to the satisfaction or waiver (to the extent permitted by applicable Law) by Seller of the following conditions precedent:
(a) On or before the Closing Date, Seller shall have provided the deliverables identified as being deliverable by Seller as set forth in Section 3.2.
(b) Each of Seller’s representations and warranties hereunder shall be true and correct in all material respects at and as of the Closing Date, or, in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all material respects as of such specified date.
(c) Seller shall have performed or complied in all material respects with the covenants and obligations required to be performed by it under this Agreement as of or prior to the Closing, excluding, for the avoidance of doubt, any covenants and obligations that are only capable of being performed and complied with after (or are otherwise not required to be performed until) the Closing.
(d) At or before the Closing Date (i) no judgment, order, decree, stipulation or injunction by any governmental entity shall be in effect which prevents consummation of the transaction contemplated by this Agreement and (ii) no statute, rule or regulation shall have been enacted, promulgated or deemed applicable to the transactions contemplated by this Agreement that prohibits the consummation of the transactions contemplated by this Agreement.
