Conditions to the Company’s Obligations to Close. The Company’s obligation to consummate the Merger and 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 Company:
Conditions to the Company’s Obligations to Close. The obligation of the Company to complete the issuance and sale of the Purchased Shares and tender a certificate for the Purchased Shares shall be subject to satisfaction on or before the Closing Date of the following conditions precedent (each of which is acknowledged to be for the exclusive benefit of the Company and may be waived in whole or in part by the Company in its complete discretion):
(a) All of the representations and warranties made by Hochschild in this Agreement are true and accurate as of the Closing Date;
(b) All covenants to be performed by Hochschild prior to the Closing Date pursuant to this Agreement have been performed;
(c) Hochschild has tendered the Purchase Price to the Company;
(d) There shall be no Laws, injunction, order or decree which restrains or enjoins or otherwise prohibits the issuance and purchase of the Purchased Shares, or any action or proceeding pending or threatened against the Company or against Hochschild by any government authority or any other Person (including a Party hereto) to restrain or prohibit the completion of the transactions contemplated by this Agreement; and
(e) All necessary approvals will have been obtained to permit the Purchased Shares to be duly issued to, and registered in the name of, Hochschild in compliance with all applicable Laws, including regulatory approvals.
Conditions to the Company’s Obligations to Close. The obligations of the Company to issue the Convertible Debentures offered hereunder are conditioned on the fulfillment or waiver of the following:
(a) the execution and delivery of this Agreement, the Registration Rights Agreement and the Escrow Agreement by the Subscriber;
(b) all representations and warranties of the Subscriber made in this Agreement as of the date hereof shall be true and correct at the Closing as if made on such date, and the Subscriber shall have performed all actions required hereunder; and
Conditions to the Company’s Obligations to Close. The obligations of the Company to issue the Common Stock and the Warrants offered hereunder are conditioned on the fulfillment or waiver of the following:
(a) the execution and delivery of this Agreement, the Registration Rights Agreement and the Escrow Agreement by the Subscriber;
(b) all representations and warranties of the Subscriber made in this Agreement as of the date hereof shall be true and correct at the Closing as if made on such date, and the Subscriber shall have performed all actions required hereunder; and
(c) the execution of all Officer Certificates and special representations reasonably required by the Subscriber.
Conditions to the Company’s Obligations to Close. The Company's obligation 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 the Company:
Conditions to the Company’s Obligations to Close. The obligations of the Company under Article I of this Agreement are subject to the fulfillment or waiver by the Company, on or before the Closing, of each of the following conditions:
Conditions to the Company’s Obligations to Close. The obligations of the Seller to consummate the transactions provided for hereby are subject to the satisfaction, before or on the date of the Closing (the “Closing Date”), of each of the conditions set forth below in this Section 10.1, any of which may be waived by Seller.
Conditions to the Company’s Obligations to Close. Seller’s obligation hereunder to sell, transfer and convey the Subject Shares to Purchasers is subject to the satisfaction, on or before the Closing Date, of the following conditions, and Purchasers shall cause such conditions to be fulfilled:
A. Seller shall have received from Purchasers payment in full of the purchase price for the Subject Shares.
B. The sale and issuance of the Subject Shares by Seller to Purchasers shall not be prohibited by any applicable law or governmental regulation.
C. All documents necessary to implement the transactions contemplated herein shall have been executed and/or delivered by Purchasers to Seller and shall be satisfactory in form and substance to Seller.
D. The representations and warranties of Purchasers contained in this Agreement shall be true and correct when made and at the time of the Closing as though made at such time, and Purchasers shall have performed or complied with the covenants, conditions and agreements contained in this Agreement at or prior to the Closing.
Conditions to the Company’s Obligations to Close. The obligation 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:
A. Opinion of the Purchaser's Counsel. The Company shall have received an opinion of Kovalchuk and Cutshall, P.A., counsel fox xxx Xxrchaser, delivered to the Company pursuant to the instructions of the Purchaser, dated the date of the Closing, in form and substance satisfactory to the Company and its counsel, Messerli & Kramer P.A., to xxx xxxect xxxx:
(i) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and has full corporate power and authority to own its properties and to conduct the businesses in which it is now engaged.
(ii) This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.
(iii) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates any provision of the certificate of incorporation or by-laws of the Purchaser or any statute, ordinance, regulation, order, judgment or decree of any court or governmental agency or, to the best of the knowledge of such counsel, conflicts with or will result in any breach of any of the terms of or constitute a default under or result in the termination of or the creation of any lien pursuant to the terms of any contract or agreement to which the Purchaser is a party or by which the Purchaser or any of the Assets is bound.
(iv) The closing instruments delivered by the Purchaser have been duly executed and delivered, are valid and binding in accordance with their terms.
(v) To the best of the knowledge of such counsel, there are no claims, disputes, actions, suits or proceedings pending or threatened against the Purchaser, except as set forth therein.
Conditions to the Company’s Obligations to Close. 4.2.1 The Company shall have received prior to or at each Closing all of the following, each in form and substance satisfactory to the Company and its counsel:
(a) Payment in full for the Convertible Notes being purchased at such Closing; and
(b) Such other documents referenced in any Exhibit hereto or relating to the transactions contemplated by this Agreement as the Company or its counsel may reasonably request.
4.2.2 Each of the representations and warranties of the Purchasers set forth in Article V hereof shall be true and correct in all respects at the time of, and immediately after giving effect to, the purchase of the Convertible Notes.
4.2.3 The Purchasers shall have performed and complied with all of their respective agreements and satisfied the conditions set forth or contemplated herein that are required to be performed or complied with or satisfied by them on or before the Closing Date (or the Second Closing Date, as the case may be).
4.2.4 There shall not be on the Closing Date (or the Second Closing Date, as the case may be) any judgment or order of a court of competent jurisdiction or any ruling of any Governmental Authority or any condition under any Requirement of Law which, in the judgment of the Company, would prohibit the purchase of the Convertible Notes hereunder or subject the Company to any penalty or other onerous condition under or pursuant to any Requirement of Law if the Convertible Notes were to be purchased hereunder.
