Conditions to the Obligation of the Purchasers. The several obligations of each Purchaser to consummate the transactions to be consummated at the Closing, and to purchase and pay for the Securities being purchased by it at the Closing pursuant to this Agreement, are subject to the satisfaction or waiver in writing of the following conditions precedent:
Conditions to the Obligation of the Purchasers. TO CLOSE -------------------------- The obligation of the Purchasers to purchase the Purchased Shares, to pay the purchase price therefor at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchasers of the following conditions on or before the Closing Date.
Conditions to the Obligation of the Purchasers to Consummate each Closing. The obligation of each Purchaser to consummate the transactions to be consummated at a Closing and to purchase and pay for the Shares being purchased by it at such Closing 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 each Purchaser that, in the case of any representation and warranty of the Company contained herein (i) 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 6.1 (a) or (ii) which is made as of a specific date, such representation and warranty need be true and correct only as of such specific date in order to satisfy as to such representation and warranty the condition precedent set forth in the foregoing provisions of this Section 6.1(a)), provided, however, .that the occurrence of any event or circumstance specified on Schedule 6.1(a) hereto between the date hereof and the applicable Closing Date shall not be deemed to result in any representation or warranty in this Agreement being untrue or incorrect on and as of such Closing Date.
(b) The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by the Company on or prior to such Closing Date.
(c) The Purchasers shall have received a certificate, dated such Closing Date, signed by each of the President and the Chief Financial Officer of the Company, certifying on behalf of the Company, that the conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled.
(d) The Registration Rights Agreement shall have been executed and delivered by the Company.
(e) The purchase of and payment for the Shares by the Purchasers shall not be prohibited or enjoined by any law or governmental or court order or regulation.
(f) The Purchasers shall have received from the Company's counsel, Xxxx and Xxxx LLP, an opinion substantially in the form of EXHIBIT D hereto.
(g) All instruments and corporate proceedings in connection with the transactions contemplated ...
Conditions to the Obligation of the Purchasers. TO CLOSE --------------------------
5.1 GAP Purchasers' and Xxxxxxxx'x Conditions. The obligation ----------------------------------------- of the GAP Purchasers and Xxxxxxxx to purchase the GAP/Xxxxxxxx Purchased Shares, to pay the purchase price therefor at the First Closing and to perform their other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the GAP Purchasers and Xxxxxxxx of the following conditions on or before the First Closing Date:
Conditions to the Obligation of the Purchasers. TO CLOSE AT THE SECOND CLOSING The obligation of each Purchaser to purchase the Second Preferred Shares to be purchased by it, to pay the Second Purchase Price at the Second Closing and to perform any obligations hereunder shall be subject to the satisfaction or waiver of the following conditions on or before the Second Closing Date:
Conditions to the Obligation of the Purchasers. TO CLOSE 5.1 Representation and Warranties 5.2 Compliance with this Agreement 5.3 Officer’s Certificate
Conditions to the Obligation of the Purchasers. TO CLOSE AT THE FIRST CLOSING ---------------------------------------- The obligation of each Purchaser to purchase the First Preferred Shares to be purchased by it, to pay the First Purchase Price to be paid by it at the First Closing and to perform any obligations hereunder shall be subject to the satisfaction or waiver of the following conditions on or before the First Closing Date:
Conditions to the Obligation of the Purchasers. TO CLOSE -------------------------- The obligation of the Purchasers to purchase the Purchased Shares to pay the purchase price therefor at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, Purchasers of the following conditions on or before the Closing Date.
5.1 FILING OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Amended and Restated Certificate of Incorporation shall have been duly filed by the Company with the Secretary of State of the State of Delaware in accordance with the General Corporation Law of the State of Delaware, and the Purchasers shall have received evidence of such filing in form and substance reasonably satisfactory to Purchasers.
Conditions to the Obligation of the Purchasers to Consummate the Closing 20
Conditions to the Obligation of the Purchasers. The obligation ----------------------------------------------------------- of each Purchaser to purchase and pay for the Units being purchased by it at any Closing is, at its option, subject to the satisfaction, on or before the date of such Closing, of the following conditions:
