CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE Sample Clauses
CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:
CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The obligation of the Purchaser hereunder to consummate the Closing is subject to the satisfaction or waiver by the Purchaser, at or before the Closing Date, of each of the following conditions:
CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The obligation of the Purchaser to purchase the Shares and otherwise to consummate the transactions contemplated by this Agreement at the Closing is subject to the following conditions precedent, any or all of which may be waived by the Purchaser in its sole discretion, and each of which the Seller and the Parent hereby agree to use their respective best efforts to satisfy at or prior to the Closing:
CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The obligation of the Purchaser to purchase Shares at a Closing is subject to the fulfillment or the waiver, of each of the following conditions on or before the applicable Closing:
(A) The representations and warranties contained in Section 3 shall be true and correct on and as of the applicable Closing Date except for representations and warranties that speak only as of a specific date (which shall be true and correct as of such date).
(B) The Company shall have delivered to the Purchaser: (i) certificates, as of a recent practicable date, as to the corporate good standing of the Company issued by the Secretaries of State of the States of Delaware and California and the Secretary of each other State in which the Company is qualified to do business, (ii) a certificate executed by its Chief Executive Officer or Chief Financial Officer, dated as of the applicable Closing Date, to the effect that the representations and warranties of the Company set forth in Section 3 hereof are true and correct in all respects on and as of the applicable Closing Date (except for representations and warranties that speak only as of a specific date (which shall be true and correct as of such date)) and that the Company has otherwise complied in all material respects with all of its obligations under this Agreement and the Collaboration Agreement, and (iii) a certificate of the Secretary or Assistant Secretary of the Company, dated as of the applicable Closing Date, certifying as to (a) the By-Laws of the Company, (b) the signatures and titles of the officers of the Company executing this Agreement, and (c) resolutions of the Board of the Company, authorizing and approving all matters in connection with this Agreement which have not been revoked.
(C) The satisfaction, at or prior to the applicable Closing, of all applicable requirements of the HSR Act, including the expiration or early termination of any HSR Act waiting period, if any.
(D) The Company shall have delivered to the Purchaser an opinion of counsel, dated as of the applicable Closing Date, in the form attached hereto as Exhibit B.
(E) The Collaboration Agreement shall not have terminated effective as of the date of such Closing.
CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The Purchaser’s obligation to consummate the purchase of the Subject Shares hereunder is subject to the fulfilment, prior to or at the Closing, of each of the following conditions:
(i) The representations and warranties of the Seller were true and correct in all material respects when made and shall be true and correct in all material respects at the Closing as though made again at the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, including the date hereof, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date).
(ii) The Seller shall have performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing in all material respects.
(iii) Prior to Closing, the Seller shall have obtained written confirmations from banks or any other parties, for release of any corporate guarantee given by the Company to any party and delivered copies thereof to the Purchaser, or, if no such corporate guarantees were given, Seller have delivered written certification to the Purchaser confirming that no such guarantee exists.
(iv) The Seller shall provide to the Purchaser the balance sheet of the Company as at the Closing Date, as certified by the chief executive officer and chief financial officer of the Company, and a written confirmation signed by the chief executive officer and chief financial officer of the Company immediately prior to the Closing that debts previously owed by the Company to any of its subsidiaries or Affiliates, until the Closing Date, have been repaid through the banking system.
(v) The Seller shall deliver to the persons designated by the Purchaser all the Company’s documents including, but not limited to, its business registration, licenses, board minutes, minutes of shareholders meetings, contracts and other legal documents.
CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The obligation of each Purchaser to purchase the Shares at the Closing is subject to the fulfillment as of the Closing Date of the following conditions, any of which may be waived in whole or in part by such Purchaser.
CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The Purchaser’s obligation to purchase the Shares and the Warrant described on the Subscription Pages shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) the representations and warranties of the Company contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing; (b) all authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or any state thereof that are required in connection with the lawful issuance and sale of the Shares and the Warrant pursuant to this Agreement shall be obtained and effective as of the Closing; (c) the Company shall have filed the Certificate of Designations with the Secretary of State of Delaware on or prior to the Closing, which shall continue to be in full force and effect as of the Closing; and (d) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such agreements or to consummate the transactions contemplated hereby and thereby.
CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The obligation of each Purchaser to purchase the Shares and the Warrants at the Closing is subject to the fulfillment as of the Closing Date of the following conditions, any of which may be waived in whole or in part by such Purchaser.
CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. (a) The Purchaser shall not be obligated to proceed with the Closing unless and until each of the following conditions has been either fulfilled or waived in writing by the Purchaser:
(1) This Agreement shall not have been previously terminated pursuant to any other provision hereof;
(2) The Seller shall be prepared to deliver or cause to be delivered to the Purchaser all instruments and documents to be delivered to the Purchaser at the Closing pursuant to Section 12 and Section 14 or any other provision of this Agreement;
(3) Seller shall have performed all of its obligations required to be performed hereunder on or before Closing.
(4) The Title Company shall have committed to issue a title policy satisfying the requirements of Section 11 hereof.
(5) There shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, against or involving the Seller that would materially and adversely affect the Seller’s ability to perform its obligations under this Agreement.
(b) In the event that any of the foregoing conditions shall not have been fulfilled on or before the time for Closing hereunder, then subject to the provisions of Section 16(b) hereof, the Purchaser may elect, upon notice to the Seller, to either (1) terminate this Agreement, in which event the Xxxxxxx Money shall be immediately returned to the Purchaser, and neither party shall have any further liability or obligation to the other, except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement or (2) waive any one or more of the foregoing conditions and proceed to Closing.
CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The obligation of the Purchaser to consummate the purchase and sale of the Purchased Shares contemplated by this Agreement is subject to satisfaction (or written waiver of the Purchaser) of the following conditions:
(a) delivery by the Sellers to the Purchaser of proof of transfer of the Purchased Shares in accordance with Section 3.2 above;
(b) the representations and warranties of the Sellers, as set forth in Section 4 of this Agreement, are true and correct in all material respects as of the Closing Date with the same effect as though made at and as of the Closing Date; provided, however, that those representations and warranties that are specifically made as of a particular calendar date shall be so true and correct as of such date;
(c) the approval of Purchaser’s stockholders shall have been obtained;
(d) regulatory approval or clearance, as applicable, including without limitation the Nasdaq Stock Market and the Committee on Foreign Investment in the United States, shall have been obtained;
(e) the consent of the Purchaser’s lenders, as applicable, shall have been obtained;
(f) since the date of this Agreement, there shall not have been any Material Adverse Effect, or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(g) Purchaser shall be satisfied that the acquisition of the Purchased Shares will be made in compliance with applicable rules of the Hong Kong Stock Exchange; and
(h) Purchaser’s Board of Directors shall be satisfied as to due diligence performed on the Company, including obtaining a fairness opinion satisfactory to it, if appropriate.