CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING. The obligations of the Company to the Purchasers under this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:
CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligation to sell and issue the Shares on the Closing Date is subject to the satisfaction, on or before such Closing Date, of the following conditions, any of which may be waived in whole or in part by the Company:
CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING. The obligations of the Company under this Agreement with respect to the Series C-3 Purchaser are subject to the fulfillment, on or prior to the Closing Date of the following conditions:
CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING. The obligations of the Company under this Agreement with respect to each Series D Purchaser are subject to the fulfillment (or waiver thereof in writing by it) on or prior to the Closing Date, of the following conditions:
CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligation to complete the sale and issuance of the Units and deliver Units to each Purchaser as set forth in the Schedule of Purchasers at the Closing shall be subject to the following conditions to the extent not waived by the Company:
CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING. The obligation of the Company to sell Series B Preferred Shares to a Purchaser at a Closing is subject to the fulfillment (or waiver by the Company), on or before such Closing, of each of the following conditions:
(a) such Purchaser shall have paid to the Company the Purchase Price for the Series B Preferred Shares being purchased by such Purchaser at such Closing, by wire transfer of immediately available funds or, as applicable, delivery of Notes held by such Purchaser to be automatically converted into Series B Preferred Shares;
(b) the representations and warranties of such Purchaser contained in Section 1.6 shall be complete and accurate as of such Closing;
(c) such Purchaser shall have performed and complied with in all material respects all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing;
(d) the Company, the Purchasers and certain of the other stockholders of the Company named as parties thereto shall have executed and delivered the Stockholders Agreement; and
(e) the Company, the Purchasers and certain of the other stockholders of the Company named as parties thereto shall have executed and delivered the Investor Rights Agreement.
CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING. The obligations of the Company under this Agreement are subject to the fulfillment each of the following conditions:
CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING. The obligations of the Company and the Members to consummate the Closing are subject to the fulfillment of each of the following conditions (unless waived in writing by the Members’ Representative in accordance with Section 11.3):
CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING. The obligations of the Company under Article 1 to purchase the Shares at the Closing from the Selling Stockholders are subject to the fulfillment as of the Closing of each of the following conditions unless waived by the Company in accordance with Section 7.4:
CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING. The obligation of the Company to issue and sell the Shares at the Closing is subject to the following conditions:
(1) Each of the representations and warranties of the Investors set forth in Section 4 hereof shall be true, complete 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 such date.
(2) All covenants, agreements and conditions contained in this Agreement to be performed by the Investors on or prior to the Closing shall have been performed or complied with.
(3) The Company Receivables shall have been released from escrow to the Company.
(4) The Company shall have received a certificate of each of the Investors certifying that the Company Receivables have been deposited with the Escrow Agent.
(5) The stockholders of the Company shall have approved the transactions contemplated hereby.
(6) CSCC shall have performed all of its obligations under, and complied in all material respects with, the Exchange Agreement and the Escrow Agreement (as defined below).
(7) The Company shall have obtained all necessary consents of and made all required filings with any governmental authority or agency or third party required to be obtained prior to the Closing under applicable law and relating to the consummation of the transactions contemplated hereby, including the filing of an information statement with the SEC and the mailing of such information statement to the Company’s stockholders.
(8) The holders of at least two thirds of the outstanding shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, voting as a single class, shall have elected to convert all outstanding shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock into Common Stock (as defined below) pursuant to Article 4(B)(3)(m) of the Company’s Third Amended and Restated Certificate of Incorporation, and all such shares shall have been converted into Common Stock (as defined below) pursuant thereto.
