Conditions to the Obligations of the Investor. The obligations of the Investor to proceed with the Closing is subject to the following conditions any and all of which may be waived, in whole or in part, to the extent permitted by applicable law:
Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing are further subject to the satisfaction or (to the extent permitted by Law) waiver by the Investor on or prior to the Closing Date of the following conditions:
(a) (i) the representations and warranties of the Seller set forth in Article III hereof (other than the Fundamental Representations) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, and (ii) the Fundamental Representations shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all material respects at and as of the Closing Date, with the same force and effect as if made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that the representations and warranties of the Seller set forth in the first sentence of Section 3.01(a) (Organization; Standing), Section 3.02 (Capitalization) and Section 3.03(c) (Authority) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all but de minimis respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date); and
(b) the Seller shall have performed in all material respects (other than pursuant to the next paragraph) all of its obligations hereunder required to be performed by it at or prior to the Closing.
Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
(a) the representations and warranties of each Seller (i) set forth in Sections 3.01 (reading all “Material Adverse Effect” qualifications therein as “material” to Parent and its Subsidiaries, taken as a whole), 3.02, 3.03(a), 3.03(b)(i), 3.04, 3.11, 3.12, 3.13, 3.14, and 3.15 shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in Section 3.07(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date and (iii) set forth in this Agreement, other than in Sections 3.01, 3.02, 3.03(a), 3.03(b)(i), 3.04, 3.07(b), 3.11, 3.12, 3.13, 3.14, and 3.15, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) each Seller shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing;
(c) the Investor shall have received a certificate, signed on behalf of each Seller by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.03(a) and 6.03(b) have been satisfied;
(d) since the date of this Agreement, there shall not have occurred a Material Adverse Effect;
(e) prior to the Closing, the Company shall have duly adopted and filed with the Secretary of State of the State of Delaware the Certificate of Designations, and a certified copy thereof shall have been delivered to the Investor; and
(f) the Reorganization shall have been completed, except for the tr...
Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
(a) the representations and warranties of the Company set forth in this Agreement 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 such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(b) the Company shall have complied with or performed in all material respects its obligations and covenants required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing;
(c) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the applicable Placement;
(d) no stop order or suspension of trading shall have been imposed by the Nasdaq, the SEC or any other Governmental Authority with respect to the public trading in the Common Stock;
(e) the Common Stock shall be listed on the Nasdaq; and
(f) the Investor Rights Agreement (as amended in the form of Exhibit B hereto) shall be in full force and effect.
Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the Investor of the following conditions:
(a) the representations and warranties of the Company in this Agreement shall be true and correct as of the Closing Date as though made on and as of such date and time;
(b) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing;
(c) the Company shall have delivered to the Investor the items set forth in Section 2.02(b)(i); and
(d) no provision of any applicable Law and no permanent, preliminary or temporary judgment, injunction, order or decree that has the effect of preventing, prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement shall be in effect at the Closing, and no action, claim or proceeding seeking any such judgment, injunction, order or decree shall be threatened in writing or pending at the Closing.
Conditions to the Obligations of the Investor. The obligation of the Investor to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
(a) the representations and warranties of the Company (i) set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.16, 3.19 and 3.25 (the “Fundamental Warranties”) shall be true and correct (other than for de minimis inaccuracies) as of the date hereof and as of the Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date); and (ii) set forth in this Agreement (other than those listed in the immediately preceding clause (i)), shall be true and correct in all material respects as of the date hereof and as of the Closing Date with the same effect as though made as of the date hereof and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date);
(b) the Company shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing;
(c) from the date of this Agreement, no Material Adverse Effect shall have occurred;
(d) The Company shall have duly attended to and completed all corporate procedures and other actions that are required in connection with the Transaction Documents and the Transactions, including without limitation:
(i) the approval by the Board of the execution, delivery and performance by the Company of the Transaction Documents, the issuance of the Subscribed Shares at the Closing, and the other transactions contemplated by the Transaction Documents to which the Company is a party or which require approval by the Board;
(ii) the authorization by the Board of a specified person or persons, on behalf of the Company, to sign and deliver the Transaction Documents to which it is a party; and
(iii) the formation of the Business Line and the appointment by the Board of the Investor Designee as the Senior Vice President of the Company with the Business Line Authority, in each case by duly adopted Board resolutions and in accordance with Section 5.02(e); and the Company shall have provided the Investor with certified and complete copies of the duly executed Board resolutions of the Company approving, authorizing and effecting the foregoing matters.
(e) the Investor shall have r...
Conditions to the Obligations of the Investor. The obligations of the Investor to effect the transactions set forth in this Agreement are subject to the satisfaction or (to the extent permitted by law) waiver on or prior to the Closing Date of the following conditions:
Conditions to the Obligations of the Investor. The obligation of the Investor to purchase the Unsubscribed Shares pursuant to the Backstop Commitment on the Closing Date are subject to the following conditions:
Conditions to the Obligations of the Investor. The obligation of the Investor to effect the Subsequent Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Subsequent Closing of each of the conditions set forth in this Section 6.03.
Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the Investor of the following conditions:
(a) the representations and warranties of the Company in this Agreement shall be true and correct as of the Closing Date as though made on and as of such date and time;
(b) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing;
(c) the Company shall have delivered to the Investor the items set forth in Section 2.02(b)(i);
(d) no provision of any applicable Law and no permanent, preliminary or temporary judgment, injunction, order or decree that has the effect of preventing, prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement shall be in effect at the Closing, and no action, claim or proceeding seeking any such judgment, injunction, order or decree shall be threatened in writing or pending at the Closing; and
(e) the Company’s Mxxxxxxx Islands counsel shall have issued a customary legal opinion reasonably acceptable to the Investor that includes opinions regarding the valid issuance of the Purchased Shares, the due authorization, execution and delivery of this Agreement by the Company and the absence of conflicts with the Articles of Incorporation and the Bylaws.
