CONDITIONS TO THE OBLIGATION of the Purchasers to Consummate the Closing. The obligation of each Purchaser to consummate the Closing and to purchase and pay for the Shares being purchased by it pursuant to this Agreement is subject to the satisfaction of the following conditions precedent:
(a) The representations and warranties contained herein of the Company shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Purchasers that, in the case of any representation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a)).
(b) The Registration Rights Agreement shall have been executed and delivered by the Company.
(c) The Company shall have performed all obligations and conditions herein required to be performed or observed by the Company on or prior to the Closing Date.
(d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending.
(e) The purchase of and payment for the Shares by the Purchasers shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby, other than for Regulation D and state blue sky filings with respect to the sale of the Shares, shall have been duly obtained or made and shall be in full force and effect.
(f) The Company shall have received gross proceeds of a minimum of $17,500,000 from sales of the Shares to all Purchasers in connection with the Offering.
(g) The Company shall have filed an application for listing of the Shares on the NASDAQ National Market on or before the Closing.
(h) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Pu...
CONDITIONS TO THE OBLIGATION. OF THE PURCHASERS TO PURCHASE THE PREFERRED SHARES........................6
CONDITIONS TO THE OBLIGATION. OF BUYER TO CLOSE...................................34 7.1
CONDITIONS TO THE OBLIGATION. OF THE PURCHASER TO PURCHASE THE PREFERRED SHARES..............................................6
CONDITIONS TO THE OBLIGATION. OF THE COMPANY TO CLOSE The obligation of the Company to issue and sell the Subscribed Shares and the obligation of the Company to perform its other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Company of the following conditions on or before the Closing Date:
CONDITIONS TO THE OBLIGATION. OF THE PURCHASER TO CLOSE..............................................9 3.1
CONDITIONS TO THE OBLIGATION. OF THE SELLER TO CONSUMMATE THE TRANSACTIONS TO BE CONSUMMATED HEREUNDER AT A SECOND CLOSING. The obligations of the Seller to consummate the transactions to be consummated hereunder at a Second Closing are subject to the following conditions (unless waived by the Seller in its discretion):
CONDITIONS TO THE OBLIGATION of the Company to Effect the --------------------------------------------------------- Merger. The obligation of the Company to effect the Merger are subject to the ------ satisfaction or waiver, where legally permissible, prior to the Effective Time of the following conditions:
(a) The representations and warranties of Parent and Sub set forth in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of immediately before the Effective Time, except as otherwise contemplated by this Agreement, and Parent and Sub shall have performed all obligations required to be performed by them at or prior to the Effective Time, except to the extent the failure of such representations and warranties to be true and correct as of immediately before the Effective Time or the failure to perform obligations hereunder would not, individually or in the aggregate, have a Company Material Adverse Effect;
(b) The Company shall have received a certificate signed on behalf of Parent and Sub by their respective chief executive officers and the chief financial officers to the effect of clause (a) above.
CONDITIONS TO THE OBLIGATION of the Company with Respect to the Xxxx Purchased Shares. The obligations of the Company to consummate the Closing with, and only with, respect to the Xxxx Purchased Shares is subject to the satisfaction (or waiver by the Company) of the following further conditions:
(1) Each of the representations and warranties of Xxxx set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date).
(2) Xxxx shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date.
(3) Xxxx shall have delivered to the Company the Stockholders Agreement duly executed by Xxxx.
(4) Xxxx shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer of Xxxx, certifying as to the fulfillment of the conditions set forth in clauses (a) and (b) of this Section 7.5.
