Conditions to the Investor’s Obligations at Closing. The obligations of the Investor under Sections l and 2 of this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:
Conditions to the Investor’s Obligations at Closing. The obligations of each Investor to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:
Conditions to the Investor’s Obligations at Closing. The obligations of the Investor at Closing are subject to the fulfillment or waiver, on or by Closing, of each of the following conditions, which waiver may be given by written, oral or telephone communication to the Company or its counsel.
Conditions to the Investor’s Obligations at Closing. The obligation of the Investors to purchase the Purchased Shares at the Closing is subject to the fulfillment, in a form satisfactory to the Investors (or waiver thereof by the Investors) on or prior to the Closing, of the following conditions:
Conditions to the Investor’s Obligations at Closing. The obligations of each of the Investors at Closing are subject to the fulfillment on or by Closing of each of the following conditions, unless otherwise waived in writing by such Investor:
Conditions to the Investor’s Obligations at Closing. The obligation of the Investor hereunder to tender the Series A Preferred Shares to the Company for redemption and exchange 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 Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:
a. The Company shall have executed each of the Transaction Documents and delivered the same to the Investor.
b. Each of the Certificates of Designations shall have been filed with the Secretary of State of the State of Delaware, and a copy of each certified by the Secretary of State of the State of Delaware shall have been delivered to the Investor.
c. The Company shall have delivered to the Investor the Redemption Price for the number of Series A Preferred Shares being redeemed by the Company from the Investor (as set forth in Section 1(a)) on the Closing Date, by wire transfer of immediately available funds pursuant to the wire instructions provided by the Investor.
d. The Company shall have executed and delivered to the Investor (i) the stock certificates (in such denominations as the Investor shall request) for the Common Shares being issued in exchange for the Investor's Series A Preferred Shares (as set forth in Section 1(b)) at the Closing, and (ii) the stock certificates (in such denominations as the Investor shall request) for the Preferred Shares being issued in exchange for the Investor's Series A Preferred Shares (as set forth in Section 1(b)) at the Closing.
e. The Common Stock (x) shall be designated for quotation or listed on the Principal Market and (y) shall not have been suspended by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC have been threatened in writing by the SEC; and the Common Shares and the Conversion Shares issuable upon conversion of the Preferred Shares shall be listed upon the Principal Market.
f. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date other than the representation contained in Section 3(c) which shall be updated as of the Closing Date), other than the representation made in the second sentence of Section 3(c), which representation shall be true and corr...
Conditions to the Investor’s Obligations at Closing. The obligation of the Investors to purchase the Purchased Shares at the Closing is subject to the fulfillment or waiver (if permissible by applicable Law) as of the Closing of each of the following conditions:
1. No Law, injunction (including the filing of any petition seeking an injunction against the Company in a matter that is pending as of the date hereof), judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority (collectively, "Restraints") shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Transaction.
2. The representations and warranties of the Company set forth in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date (except to the extent that such representation and warranty expressly speaks only as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure to be true and correct would not have a Material Adverse Effect; provided, however, that, notwithstanding the foregoing, each of the representations and warranties set forth in Section 4.2, Section 4.4, Section 4.5 and Section 4.6 (except for the issuance of shares of Common Stock required to be issued upon the exercise of options, RSUs, warrants or Preferred Stock of the Company outstanding on the date hereof and the grant of any options or RSUs under any Company Stock Plan existing on the date hereof (or any agreement thereunder) in the ordinary course of business) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect.
3. The Company shall have performed in all material respects all obligations, agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect.
4. Since the date of this Agreement, there shall not have been any occurrence, event, change, effect or development that has had,...
Conditions to the Investor’s Obligations at Closing. The obligations of the Investor to accept the Units at the Closing as a portion of the Purchase Price in lieu of a cash payment equal to the Unit Value are subject to the fulfillment, on or before such Closing, of each of the following conditions, unless otherwise waived:
Conditions to the Investor’s Obligations at Closing. The obligation of the Investor to purchase the Series A Preferred Stock and Common Stock at the Closing is subject to the fulfillment or waiver on or before the Closing of each of the following conditions:
Conditions to the Investor’s Obligations at Closing. The obligations of each Investor to consummate the Closing under Section 2 of this Agreement are subject to the fulfillment to the satisfaction of such Investor, on or before the Closing, of each of the following conditions, unless otherwise waived in writing by such Investor:
