Conditions to the Obligations of Investor. The obligation of the Investor to purchase the Purchased Securities at the Closing is subject to the satisfaction, on or before the Closing, of the conditions set forth in this Article 7.
Conditions to the Obligations of Investor. The obligation of Investor to purchase the Note and Warrant at the Closing is subject to the fulfillment, or the waiver by Investor, of the following conditions at or prior to the Closing.
(a) The representations and warranties in Section 2 shall be true at the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
(b) Company shall have performed and complied with all agreements and conditions in this Agreement required to be performed or complied with by Company prior to or at the respective Closing.
(c) Company shall have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect of any rights of first refusal, preemptive or similar rights, including any such rights granted pursuant to the Stockholders Agreement, directly or indirectly affecting any of the Securities or other securities of the Company such that no Person, other than Investor, has any right or will purchase any of the Securities.
(d) The Stockholders Agreement and Registration Rights Agreement shall have been amended as contemplated in Sections 5.11 and 5.12 and such amendments shall be satisfactory in form and substance to Investor.
(e) The Certificate of Amendment shall have been duly adopted by Company by all necessary corporate action of its Board and stockholders, and shall have been duly filed with and accepted by the Secretary of State of the State of Delaware.
(f) Company shall have delivered to Investor a certificate, executed by the President of Company, dated the date of the applicable Closing, certifying to the fulfillment of the conditions specified in subsections (a) and (b) of this Section 6.1.
(g) All corporate and other proceedings in connection with the transactions contemplated in this Agreement and the Transaction Agreements and all documents and instruments incident to such transactions shall be satisfactory in substance and form to Investor and its counsel, and Investor and its counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.
Conditions to the Obligations of Investor. The obligation of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by Investor on or prior to the Closing Date (unless otherwise specified) of the following conditions:
Conditions to the Obligations of Investor. The obligations of Investor under this Agreement are subject to the fulfillment of each of the following conditions:
Conditions to the Obligations of Investor. The obligations of the Investor to consummate the Investment are subject to the satisfaction or waiver by the Investor on or prior to the Closing Date of the following conditions:
Conditions to the Obligations of Investor. Investor’s obligation to purchase the Shares at the Closing is subject to the fulfillment on or before the Closing of each of the following conditions, unless otherwise waived in writing by Investor:
Conditions to the Obligations of Investor. The obligation of Investor to ----------------------------------------- purchase the Shares and the Warrants under this Agreement is subject to the satisfaction at or prior to the Closing Date of each of the following conditions:
Conditions to the Obligations of Investor. The obligations of Investor to consummate the Transaction shall be subject to the fulfilment, at or prior to the Closing, of the following conditions:
(a) each of the representations and warranties in Schedule 2 (PubCo Warranties) shall be true and correct in all material respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specific date, which shall be true and correct in all material respects as of that specific date); and
(b) the Company shall have duly performed and complied with, in all material respects, all covenants required by this Agreement and the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date.
Conditions to the Obligations of Investor. The obligations of Investor to consummate the Share Subscription shall be subject to the fulfilment, at or prior to the Closing, of the following conditions:
(a) Each of the representations and warranties in Schedule 1 shall be true and correct in all material respects as of the Closing Date other than (i) such representations and warranties qualified by materiality or similar qualification, which shall be true and correct in all respects as of the Closing Date and (ii) such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects (or, if qualified by materiality or similar qualification, in all respects) as of such date;
(b) The Company shall have duly performed and complied with, in all material respects, all undertakings and covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Company to consummate the Closing;
(i) The Security Documents shall have been duly executed (substantially in the form set out in Schedule 4 subject to any changes made pursuant to Clause 4.3) and delivered to Investor by each party thereto, and (ii) the Company (at its sole expense) shall have completed the creation and perfection of the Security in accordance with the terms of the Security Documents (other than in relation to the obligations of the Company under clause 4.1 (Perfection) of the Cash Account Charge and clause 13.3 (Registration) of the Account Security Agreement, both of which shall be duly performed, completed and discharged by the Company within twenty (20) Business Days after the Closing Date);
(d) The terms of the Merger Agreement shall not have been amended or waived in a manner that materially and adversely affects the economic benefits that Investor reasonably expects to receive under this Agreement; and
(e) The Company shall not have, without Investor’s prior written consent, amended or waived the satisfaction of any part of Section 8.3(a) of the Merger Agreement as a condition to the Company’s obligation to consummate the De-SPAC Transaction.
Conditions to the Obligations of Investor. The obligation of Whitebox to purchase the New Note at the Closing is subject to the satisfaction, on or before the Closing, of the conditions set forth in this Article VII.
