Conditions to the Company’s Obligation to Close. The obligation of the Company hereunder to consummate the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing Date, of each of the following conditions:
Conditions to the Company’s Obligation to Close. The obligations of the Company to consummate the Merger shall be subject to the satisfaction or (to the extent permitted by Law) waiver by the Company, at or prior to the Effective Time, of the following conditions
Conditions to the Company’s Obligation to Close. The obligation of the Company to issue and sell the Notes to each respective Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing such Buyer with prior written notice thereof:
Conditions to the Company’s Obligation to Close. The obligation of the Company hereunder to consummate the Repurchase are subject to the satisfaction (or, to the extent permissible under applicable law, waiver by the Company) of each of the following conditions:
a. each of the representations and warranties of each Holder contained in Section 5 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. each Holder shall have performed all of its covenants required to be performed hereunder prior to such time in all material respects;
c. each Holder shall have delivered a completed Internal Revenue Service (“IRS”) Form W-9 to the Company; and
d. since the date of this Repurchase Agreement, no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction and shall be continuing that prohibits the consummation of the Repurchase.
Conditions to the Company’s Obligation to Close. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to the fulfillment of the following conditions at or prior to the Closing (unless waived in whole or in part by the Company, in its sole and absolute discretion):
(a) The representations and warranties of the Contributor contained in this Agreement (i) shall have been true and correct in all material respects on the date that such representations and warranties were made, and (ii) shall be true and correct in all material respects on the Closing Date (as defined in Section 7.1) as if made on and as of such date;
(b) The obligations of the Contributor contained in this Agreement shall have been duly performed on or prior to the Closing Date and the Contributor shall not have breached any covenants contained herein in any material respect;
(c) The Contributor shall have executed and delivered to the Company the documents required to be delivered pursuant to Sections 7.2(a) and 7.3;
(d) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or other Governmental Entity that prohibits the consummation of the transactions contemplated hereby;
(e) The Company’s registration statement on Form S-1 previously filed with the SEC shall have become effective under the Act, and shall not be the subject of any stop order or other Proceeding by the SEC seeking a stop order;
(f) The closing of the Public Offering shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the closing of the Public Offering); and
(g) The closing under the Xxxxxx Contribution Agreement shall be occurring simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the closing under the Xxxxxx Contribution Agreement).
Conditions to the Company’s Obligation to Close. The obligations of the Company to sell the Assets and otherwise consummate the transactions contemplated by this Agreement at the Closing is subject to the following conditions precedent, any or all of which may be waived by the Company in its sole discretion and each of which the Purchaser hereby agrees to use its best efforts to satisfy at or prior to the Closing:
Conditions to the Company’s Obligation to Close. The Company's obligation to close hereunder shall be subject to the following condition: (a) the purchase price for the Shares and the Warrant required to be delivered by the Purchaser to the Company pursuant to Section 1.5 hereof shall have been delivered to the Company.
Conditions to the Company’s Obligation to Close. The obligation of the Company to sell any Shares to the Purchaser under this Agreement is subject to fulfillment, or the waiver in writing by the Company, of the following conditions on or before the applicable Closing:
(A) The representations and warranties of the Purchaser contained in Section 4 shall be true and correct in all respects except for representations and warranties that speak only as of a specific date (which shall be true and correct as of such date).
(B) The Purchaser shall have delivered to the Company a certificate executed by its Chief Executive Officer or Chief Financial Officer, dated as of the applicable Closing Date, to the effect that the representations and warranties of the Purchaser set forth in Section 4 hereof are true and correct on and as of the applicable Closing Date (except for representations and warranties that speak only as of a specific date (which shall be true and correct as of such date)) and that the Purchaser has otherwise complied in all material respects with all of its obligations under this Agreement and the Collaboration Agreement.
(C) The satisfaction, at or prior to the applicable Closing, of all applicable requirements of the HSR Act, including the expiration or early termination of any HSR Act waiting period, if any.
(D) The Collaboration Agreement shall not have terminated effective as of the date of such Closing.
Conditions to the Company’s Obligation to Close. The Company’s obligation to issue and sell the Shares and the Warrant described on the Subscription Pages to the Purchaser shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of the purchase price for the Shares and the Warrant being purchased hereunder as set forth on the Subscription Pages; (b) completion of purchases and sales under the Agreements with the Other Purchasers; (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing; (d) the Company’s determination that the offer and sale of the Shares and Warrants does not require the approval of the Company’s holders of Common Stock; and (e) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of any of the Purchasers to enter into such agreements or to consummate the transactions contemplated hereby and thereby.
Conditions to the Company’s Obligation to Close. The Holder understands that the Company's obligation to issue and pay to the Holder the Consideration in exchange for the Debentures on the Closing Date is conditioned upon satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Company in its sole discretion):
(a) On the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement; and
(b) The representations and warranties of the Holder contained in this Agreement shall have been true and correct on the date of this Agreement and on the Closing Date as if made on the Closing Date and on or before the Closing Date the Holder shall have performed all covenants and agreements of the Holder required to be performed by the Holder on or before the Closing Date.
