Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agreement, and (b) to the condition that the Placement Agent shall not have: (i) terminated the Placement Agreement pursuant to the terms thereof or (ii) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Company.
Appears in 11 contracts
Samples: Form of Subscription Agreement (Quicklogic Corporation), Form of Subscription Agreement (Active Power Inc), Form of Subscription Agreement (Novatel Wireless Inc)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agreement, and (b) to the condition that the Placement Agent shall not have: (ia) terminated the Placement Agreement pursuant to the terms thereof or (iib) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Company.
Appears in 8 contracts
Samples: Form of Subscription Agreement (Astex Pharmaceuticals, Inc), Subscription Agreement (Acusphere Inc), Subscription Agreement (Acusphere Inc)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agreement, and (b) to the condition that the Placement Agent Agents shall not have: (ia) terminated the Placement Agreement pursuant to the terms thereof or (iib) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Company.
Appears in 8 contracts
Samples: Placement Agency Agreement (Discovery Laboratories Inc /De/), Subscription Agreement (Towerstream Corp), Subscription Agreement (GTX Inc /De/)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agreement, and (b) to the condition that the Placement Agent Agents shall not have: (ia) terminated the Placement Agreement pursuant to the terms thereof or (iib) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Company.
Appears in 4 contracts
Samples: Subscription Agreement (XOMA Corp), Subscription Agreement (Cyclacel Pharmaceuticals, Inc.), Subscription Agreement (Jazz Pharmaceuticals Inc)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agreement, and (b) to the condition that the Placement Agent shall not have: (ia) terminated the Placement Agreement pursuant to the terms thereof or (iib) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Company.
Appears in 4 contracts
Samples: Form of Subscription Agreement (Scorpio Tankers Inc.), Subscription Agreement (Scorpio Tankers Inc.), Placement Agency Agreement (Discovery Laboratories Inc /De/)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (or waiver by the Investor ofi) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agreement, (ii) the sale by the Company of at least the Minimum Shares at the same price per share at Closing, and (biii) to the condition that the Placement Agent shall not have: (ia) terminated the Placement Agreement pursuant to the terms thereof or (iib) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Company.
Appears in 3 contracts
Samples: Subscription Agreement (BofI Holding, Inc.), Subscription Agreement (BofI Holding, Inc.), Subscription Agreement (BofI Holding, Inc.)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Securities will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in Date pursuant to this Agreement and Section 7 of the Placement Agreement, and (b) to the condition that the Placement Agent Agents shall not have: (i) terminated the Placement Agreement pursuant to the terms thereof or (ii) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Securities that they have agreed to purchase from the Company.
Appears in 3 contracts
Samples: Subscription Agreement (Spherix Inc), Subscription Agreement (Clearsign Combustion Corp), Subscription Agreement (Clearsign Combustion Corp)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in this Agreement and the Placement Agreement, and (b) to the condition that the Placement Agent Agents shall not have: (ia) terminated the Placement Agreement pursuant to the terms thereof or (iib) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Company.
Appears in 3 contracts
Samples: Subscription Agreement (Cytokinetics Inc), Subscription Agreement (Cytokinetics Inc), Subscription Agreement (Anesiva, Inc.)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those Date that are contained in the Placement Agreement and the Subscription Agreement, and (b) to the condition that the Placement Agent shall not have: (i) terminated the Placement Agreement pursuant to the terms thereof or (ii) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Company or the issuance of any minimum amount of Shares by the Company.
Appears in 2 contracts
Samples: Subscription Agreement (Momenta Pharmaceuticals Inc), Subscription Agreement (Columbia Laboratories Inc)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those Date that are contained in the Placement Agreement and the Subscription Agreement, and (b) to the condition that the Placement Agent Agents shall not have: (i) terminated the Placement Agreement pursuant to the terms thereof or (ii) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Company or the issuance of any minimum amount of Shares by the Company.
Appears in 2 contracts
Samples: Subscription Agreement (Chelsea Therapeutics International, Ltd.), Subscription Agreement (Javelin Pharmaceuticals, Inc)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares and Warrants will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agreement, and (b) to the condition that the Placement Agent shall not have: (ia) terminated the Placement Agreement pursuant to the terms thereof or (iib) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares and Warrants that they have agreed to purchase from the Company.
Appears in 2 contracts
Samples: Subscription Agreement (VirnetX Holding Corp), Subscription Agreement (VirnetX Holding Corp)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Securities will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in Date pursuant to this Agreement and Section 8 of the Placement Agreement, and (b) to the condition that the Placement Agent Agents shall not have: (i) terminated the Placement Agreement pursuant to the terms thereof or (ii) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Securities that they have agreed to purchase from the Company.
Appears in 1 contract
Samples: Subscription Agreement (Actinium Pharmaceuticals, Inc.)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including including, without limitation, those contained in the Placement AgreementAgent Agreement (collectively, the “Company Closing Conditions”) , and (b) to the condition that the Placement Agent shall not have: (i1) terminated the Placement Agreement pursuant to the terms thereof or (ii2) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Company.
Appears in 1 contract
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to the conditions that (or waiver by the Investor of) the accuracy of (ax) the representations and warranties made by of the Company contained in the Placement Agreement shall be accurate in all material respects, and the fulfillment of those undertakings obligations of the Company to be fulfilled by it on or prior to the Closing Date, including without limitation, those contained herein and in the Placement AgreementAgreement shall have been fulfilled, in all material respects, by the Company on or prior to the Closing, and (by) to the condition that the Placement Agent Agents shall not have: (i1) terminated the Placement Agreement pursuant to the terms thereof or (ii2) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Company.
Appears in 1 contract
Conditions to the Investor’s Obligations. The Investor’s 's obligation to purchase the Units will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agreement, and (b) to the condition that the Placement Agent shall not have: (i) terminated the Placement Agreement pursuant to the terms thereof or (ii) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s 's obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Company.
Appears in 1 contract
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in this Agreement and the Placement Agreement, and (b) to the condition that the Placement Agent shall not have: (i) terminated the Placement Agreement pursuant to the terms thereof or (ii) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Company.
Appears in 1 contract
Samples: Subscription Agreement (Collagenex Pharmaceuticals Inc)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including including, without limitation, those contained in the Placement AgreementAgreement (collectively, the “Company Closing Conditions”), and (b) to the condition that the Placement Agent shall not have: (i1) terminated the Placement Agreement pursuant to the terms thereof or (ii2) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Company.
Appears in 1 contract
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (or waiver i) the delivery by the Investor ofCompany of the Shares in accordance with the provisions of this Agreement, (ii) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those Date that are contained in the Placement Agreement and the Subscription Agreement, and (biii) to the condition that the Placement Agent shall not have: (ix) terminated the Placement Agreement pursuant to the terms thereof or (iiy) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Company or the issuance of any minimum amount of Shares by the Company.
Appears in 1 contract
Samples: Subscription Agreement (Javelin Pharmaceuticals, Inc)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company Company, the Shares shall have been approved for listing on the NASDAQ Capital Market and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those Date that are contained in the Placement Agreement and the Subscription Agreement, and (b) to the condition that the Placement Agent Agents shall not have: (i) terminated the Placement Agreement pursuant to the terms thereof or (ii) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Company or the issuance of any minimum amount of Shares by the Company.
Appears in 1 contract
Samples: Subscription Agreement (Chelsea Therapeutics International, Ltd.)
Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (or waiver by the Investor of) the accuracy of (a) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including including, without limitation, those contained in the Placement Agreement, Agreement and (b) to the condition that the Placement Agent shall not have: (ia) terminated the Placement Agency Agreement pursuant to the terms thereof or (iib) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfiedsatisfied (collectively, the “Company Closing Conditions”). The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other other Investors of the Units Shares that they have agreed to purchase from the Company.
Appears in 1 contract
Samples: Subscription Agreement (Progen Pharmaceuticals LTD)