Common use of Conditions to The Purchaser’s Obligation to Purchase Clause in Contracts

Conditions to The Purchaser’s Obligation to Purchase. The obligation of Purchaser to purchase the Purchased ADSs on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided, that these conditions are for Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion by providing Seller with prior written notice thereof: (a) Seller shall have executed and delivered this Agreement to the Purchaser. (b) All of the representations and warranties of Seller in ARTICLE II shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at that date; provided, however, that each representation or warranty made by Seller in Section 2.1, Section 2.2, Section 2.3 and Section 2.9 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date, and Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing Date.

Appears in 4 contracts

Samples: Share Purchase Agreement (Ma Kevin Xiaofeng), Share Purchase Agreement (Ma Kevin Xiaofeng), Share Purchase Agreement (Ma Kevin Xiaofeng)

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Conditions to The Purchaser’s Obligation to Purchase. The obligation of each Purchaser hereunder to purchase the Purchased ADSs Securities on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided, that these conditions are for each Purchaser’s sole benefit and may be waived by the Purchaser Purchasers at any time in its sole discretion by providing Seller the Sellers with prior written notice thereof: (a) Each Seller shall have executed and delivered this Agreement to the PurchaserPurchasers. (b) All of the The representations and warranties of each Seller in ARTICLE II shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at that date; provided, however, that each representation or warranty made by Seller in Section 2.1, Section 2.2, Section 2.3 and Section 2.9 shall be true and correct in all respects as of the date of this Agreement when made and as of the applicable Closing Date as though made at that datetime, and each Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Seller at or prior to the Closing Date. (c) The Company Sale shall have closed simultaneous with the Closing. (d) Each Seller shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Purchased Securities to be sold by it hereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Taylor Andrew C), Securities Purchase Agreement (Ctrip Investment Holding Ltd.)

Conditions to The Purchaser’s Obligation to Purchase. The obligation of Purchaser to purchase the Purchased ADSs Securities on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided, that these conditions are for Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion by providing Seller with prior written notice thereof: (a) Seller shall have executed and delivered this Agreement to the Purchaser. (b) All of the representations and warranties of Seller in ARTICLE II shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at that date; provided, however, that each representation or warranty made by Seller in Section 2.1, Section 2.2, Section 2.3 and Section 2.9 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date, and Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing Date.

Appears in 2 contracts

Samples: Share Purchase Agreement (SB Asia Investment Fund II L.P.), Share Purchase Agreement (Ma Kevin Xiaofeng)

Conditions to The Purchaser’s Obligation to Purchase. The obligation of Purchaser to purchase the Purchased ADSs on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided, that these conditions are for Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion by providing Seller with prior written notice thereof: (a) Seller shall have executed and delivered this Agreement to the Purchaser. (b) All of the representations and warranties of Seller in ARTICLE II shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at that date; provided, however, that each representation or warranty made by Seller in Section 2.1, Section 2.2, Section 2.3 and Section 2.9 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date, and such Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Seller at or prior to the Closing Date.

Appears in 2 contracts

Samples: Share Purchase Agreement (Ma Kevin Xiaofeng), Share Purchase Agreement (Ma Kevin Xiaofeng)

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Purchased ADSs Excess Shares on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided, that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion by providing the Seller with prior written notice thereof: (a) The Seller shall have executed and delivered this Agreement to the Purchaser. (b) All of the The representations and warranties of the Seller in ARTICLE II shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at that date; provided, however, that each representation or warranty made by Seller in Section 2.1, Section 2.2, Section 2.3 and Section 2.9 shall be true and correct in all respects as of the date of this Agreement when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and the Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Seller at or prior to the Closing Date. (c) The Seller shall have complied with the first sentence of Section 6 of the Settlement Agreement.

Appears in 1 contract

Samples: Settlement and Voting and Support Agreement (Carlyle Group Inc.)

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Conditions to The Purchaser’s Obligation to Purchase. The obligation of each Purchaser hereunder to purchase the Purchased ADSs Securities on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided, that these conditions are for each Purchaser’s 's sole benefit and may be waived by the Purchaser Purchasers at any time in its sole discretion by providing Seller the Sellers with prior written notice thereof: (a) Each Seller shall have executed and delivered this Agreement to the PurchaserPurchasers. (b) All of the The representations and warranties of each Seller in ARTICLE II shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at that date; provided, however, that each representation or warranty made by Seller in Section 2.1, Section 2.2, Section 2.3 and Section 2.9 shall be true and correct in all respects as of the date of this Agreement when made and as of the applicable Closing Date as though made at that datetime, and each Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Seller at or prior to the Closing Date. (c) The Company Sale shall have closed simultaneous with the Closing. (d) Each Seller shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Purchased Securities to be sold by it hereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tiger Global Management LLC)

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Purchased ADSs Preferred Shares on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided, that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion by providing the Seller with prior written notice thereof: (a) The Seller shall have executed and delivered this Agreement to the Purchaser. (b) All of the The representations and warranties of the Seller in ARTICLE II shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at that date; provided, however, that each representation or warranty made by Seller in Section 2.1, Section 2.2, Section 2.3 and Section 2.9 shall be true and correct in all respects as of the date of this Agreement when made and as of the applicable Closing Date as though made at that datetime, and the Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Seller at or prior to the Closing Date. (c) The Seller shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Purchased Preferred Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Converted Organics Inc.)

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