Conditions to the Purchasers’ Obligation Sample Clauses
Conditions to the Purchasers’ Obligation. The obligation of each Purchaser to consummate the purchase of the Subordinated Notes to be purchased by them at Closing and to effect the Disbursement is subject to delivery by or at the direction of the Company to such Purchaser (or, with respect to the Indenture, the Trustee) each of the following (or written waiver by such Purchaser prior to the Closing of such delivery):
Conditions to the Purchasers’ Obligation. The Purchaser’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions (it being understood that each such condition is solely for the benefit of the Purchaser and may be waived in writing by the Purchaser, without notice, liability or obligation of any Person):
(a) the representations and warranties of the Seller set forth in Article III above shall be true and correct in all material respects at and as of the Agreement Date and as of the Closing Date, except to the extent that such representations and warranties are qualified by a standard of materiality, in which case such representations and warranties shall be true and correct in all respects giving effect to such standard at and as of the Agreement Date and as of the Closing Date (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty must have been true and correct in all material respects as of such date);
(b) the Seller and each Shareholder shall have performed and complied with all of its or his covenants in the Transaction Documents in all material respects required to be performed on or prior to the Closing;
(c) the Seller shall have delivered to the Purchaser a certificate to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects;
(d) the Purchaser shall have received each of the closing deliveries of the Seller and the Shareholders set forth in Section 2.6, executed by the Shareholders and on behalf of the Seller by a duly authorized officer of the Seller (as applicable);
(e) there shall not have occurred after the Agreement Date a Material Adverse Effect on the Business or the Acquired Assets;
(f) the Seller will have obtained and delivered to the Purchaser all Consents, waivers and approvals, other than the Customer Consents, from Governmental Entities and third parties necessary to effect the assignment and transfer to the Purchaser of the Acquired Assets free and clear of all Liens;
(g) the Products are in material compliance with all applicable regulatory requirements and qualifications;
(h) the Seller shall have delivered to the Purchaser copies of the Seller’s the Articles of Incorporation certified by the Secretary of State California;
(i) the Seller shall have delivered to the Purchaser copies of the certificate of good standing of the Seller issued by the Se...
Conditions to the Purchasers’ Obligation. The obligation of each Purchaser to consummate the purchase of the Subordinated Notes to be purchased by such Purchaser at Closing and to effect the Disbursement is subject to delivery by or at the direction of the Company to such Purchaser (or, with respect to the opinion of counsel, the Placement Agent), on or prior to the Closing Date, of each of the following (unless such Purchaser shall have waived such satisfaction or delivery):
Conditions to the Purchasers’ Obligation. The obligation of each Purchaser to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:
(a) Such Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company.
(b) Such Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing.
(c) Such Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached hereto.
(d) Such Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) days of the date of the Closing.
(e) Such Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) days of the date of the Closing.
(f) Such Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date.
(g) Such Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.
(h) Such Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request.
(i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made at and as of such date, except to the extent that they expressly refer to an earlier or specific time, in w...
Conditions to the Purchasers’ Obligation. The obligations of the Purchasers to consummate the transactions contemplated hereby are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions precedent:
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to purchase and pay for the Preferred Shares at the Closing is subject to the satisfaction of the following conditions:
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to purchase and pay for the Security is subject to the satisfaction (or waiver by Purchaser) of the following conditions as of the Closing Date:
(a) the representations and warranties of the Seller made in this Agreement shall be true and correct in all respects, as of the date hereof and as of each of the Closing Dates as though then made;
(b) the Seller shall have delivered to the Purchaser the documents or instruments contemplated by Section 2(b) above.
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to purchase and pay for the 781,250 Ordinary Shares in the Company is subject to the satisfaction of the following conditions as of the Closing Date:
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the purchase of the Shares from the Company on the Closing Date and to effect the Closing is subject to delivery by or at the direction of the Company to the Purchaser or the written waiver by the Purchaser prior to the Closing of such delivery of this Agreement and the Registration Rights Agreement, duly authorized and executed by the Company.
Conditions to the Purchasers’ Obligation. The obligations of the Purchaser under Section 2.03 are subject to the satisfaction or waiver by the Purchaser, at or before the Onshore Payment Date, of each of the following conditions: