Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:
Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchasers under Section 1(b) of this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:
Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchasers to consummate the transactions contemplated herein are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:
Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchaser to purchase Shares and Warrants from the Company at the Initial Closing and any Subsequent Closing are subject to the fulfillment, on or before each such Closing, of each of the following conditions, unless otherwise waived:
Conditions to the Purchasers’ Obligations at Closing. The obligations of each Purchaser to purchase Preferred Sale Shares at the Initial Closing or any subsequent Closing are subject to the fulfillment, on or before such Closing, of each of the following conditions, unless otherwise waived. In the event there is more than one closing, the following conditions shall apply to each such Closing:
Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchaser under Article I of this Agreement are subject to the fulfillment, or the waiver by the Purchaser of the following conditions on or before the Initial Closing Date and each Subsequent Closing Date, as applicable:
Conditions to the Purchasers’ Obligations at Closing. 4.1 Representations and Warranties 16 4.2 Performance 16
Conditions to the Purchasers’ Obligations at Closing. The Purchasers’ obligation to accept delivery of the Shares and to pay the purchase price for the Shares shall be subject to the following conditions any one or more of which may be waived by the Purchasers:
Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchaser to consummate the Closing are subject to the fulfillment or waiver, on or by the Closing, of each of the following conditions, which waiver may be given by written communication to the Company:
Conditions to the Purchasers’ Obligations at Closing. 48 The obligations of each Purchaser to purchase Shares at the Initial Closing [or any subsequent Closing] are subject to the 46 This provision is intended to protect the lead investor from claims of reliance by other investors. 47 This eliminates any issues resulting from possible miscalculation of the amount owed to investor noteholders (miscalculations that can result from, for example, application of conversion discounts). 48 Section 5 contains the conditions which the Company must satisfy (or which must be waived) prior to closing in order to trigger the investors’ obligation to purchase the shares; Section 5 contains the conditions the investors must satisfy to trigger the Company’s obligation to sell the shares. With respect to each side, the essential requirements are (A) that all of the representations and warranties each makes in the Agreement are still true at the closing and (B) that the other parties have entered into the other Transaction Agreements. If (as is typically the case) the Agreement contemplates a simultaneous signing and closing, consider deleting Subsections 4.1-4.4, 4.6, 4.13, 4.14 and 4.17(which, for the most part, can be covered by the representations in Section 2), and recasting the subsections of Section 5 as closing deliveries. If the Agreement contemplates multiple closings, attention should be given to determining what conditions must be satisfied in order to trigger the investors’ obligations to purchase shares at subsequent closings. Subsections 4.3 and 4.5 specifically require the Company to deliver at the Closing a Compliance Certificate and opinion of Company Counsel. In addition, it is generally necessary to deliver at the Closing (A) a Secretary’s certificate certifying the Company’s bylaws, board resolutions approving the transaction, and stockholder resolutions approving the Restated Certificate (B) good standing certificates from the Secretary of State (C) the certified Restated Certificate, and (D) waivers of any rights of first refusal triggered by the financing. These documents are therefore listed as “Closing Documents” on transaction checklists even though they are not specifically required to be delivered by the Agreement and are technically covered by the Compliance Certificate and the opinion of the Company’s counsel. If the transaction is structured as a simultaneous signing and closing, the closing conditions serve as a convenient closing checklist, but are significantly diminished in importance. If th...
