Conditions to the Second Closing. The obligation of Purchaser hereunder to purchase the Second Closing Note on the date of the Second Closing is subject to the satisfaction of each of the following conditions (including conditions to be performed at the Second Closing), provided that these conditions are for Purchaser’s sole benefit and may be waived by Purchaser at any time in Purchaser’s sole discretion:
(i) The First Closing shall have been consummated.
(ii) The Company shall have delivered a duly executed Second Closing Note being so purchased by Purchaser at the Second Closing (each in such denominations as Purchaser shall request).
(iii) The Common Stock shall be listed on the Nasdaq SmallCap Market, the Nasdaq National Market, the New York Stock Exchange or the American Stock Exchange and trading in the Common Stock shall not have been suspended by the Nasdaq SmallCap Market, the Nasdaq National Market, the New York Stock Exchange or the American Stock Exchange, the SEC or other regulatory authority and no delisting or suspension shall be reasonably likely for the foreseeable future.
(iv) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Second Closing as though made at that time and the Company shall have performed, satisfied and complied with the covenants and agreements required by this Agreement and the other Investment Agreements to be performed or complied with by the Company at or prior to the Second Closing, in each case, with respect to representations and warranties, except for such changes as would not have a Material Adverse Effect. Purchaser’s counsel shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Second Closing to the foregoing effect and as to such other matters as may be reasonably requested by Purchaser.
(v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
(vi) Purchaser’s counsel shall have received an opinion of the Company’s outside legal counsel, dated as of the Second Closing, in the form attached hereto as Exhibit E.
(vii) The Registration Statement shall have been declared effective b...
Conditions to the Second Closing. The Company and Purchaser agree to use their respective best efforts to ensure that the conditions set forth in Section 8 are satisfied, insofar as such matters are within their respective control.
Conditions to the Second Closing. 8.1. Conditions to Purchaser's Obligations at the Second Closing. Purchaser's obligations to purchase the Second Issuance Shares at the Second Closing are subject to the satisfaction (or waiver by Purchaser), at or prior to the Second Closing, of the following conditions:
Conditions to the Second Closing. (a) The obligations of the Company hereunder in connection with the Second Closing are subject to the following conditions being met:
(i) the representations and warranties made in Section 3.2 of the Agreement qualified as to materiality are true and complete as of the date of the Second Closing Date and the representations and warranties made in Section 3.2 of the Agreement not so qualified are true and complete in all material respects as of the Second Closing Date;
(ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the date of the Second Closing shall have been performed; and
(iii) the delivery by the Purchaser of the item set forth in Section 2.2(b) of this Agreement.
(b) The obligations of the Purchaser hereunder in connection with the Second Closing are subject to the following conditions being met:
(i) the representations and warranties made in Section 3.1 of the Agreement, exclusive of Sections 3.1(a), (g), (i), (k), (m), (w), (x), (z), and (ff), qualified as to materiality are true and complete as of the date of the Second Closing Date and the representations and warranties made in Section 3.1 of the Agreement, exclusive of Sections 3.1(a), (g), (i), (k), (m), (w), (x), (z), and (ff), not so qualified are true and complete in all material respects as of the Second Closing Date;
(ii) Company’s delivery to the Purchaser of an updated Measured and Indicated Resource Report prepared in compliance with the National Instrument 43-101 (“NI43-101 Report”) that contains, at a minimum, the information set out in Exhibit E;
(iii) the completion of the work program described in Exhibit F attached hereto, as reasonably determined by and certified by the Board of Directors;
(iv) all permits and approvals necessary, as determined by the Board of Directors, for building and operating a brine test facility on the Company’s Maricunga property having been obtained by the Company;
(v) all obligations, covenants and agreements of the Company required to be performed at or prior to the Second Closing Date shall have been performed;
(vi) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(vii) on the date of the Second Closing, trading in the Common Stock shall not have been suspended or ceased by the Commission, a Canadian securities regulatory authority or the Company’s principal Trading Market, and, at any time prior to the Second Closing Date, trading in securities generally as...
Conditions to the Second Closing. Seller’s obligation to consummate the Second Transactions are subject to the satisfaction or waiver (in writing by Seller) on or prior to the Second Closing of the following conditions (provided, that, notwithstanding the foregoing, Seller shall not be entitled to waive the condition set forth in Section 5.1(a)(v)):
Conditions to the Second Closing. The obligations of each Investor to accept delivery of and to make payments for, and the Company’s obligation to sell and issue, the Second Closing Shares and the Second Closing Warrants are subject to (i) the Company’s receipt of stockholder approval for the issuance of the Second Closing Shares and the Second Closing Warrants as may be required pursuant to the rules of the Nasdaq Stock Market (the “Stockholder Approval Condition”); and (ii) the Company’s receipt of stockholder approval for the amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock by an amount sufficient to issue the Securities to be issued in the Second Closing (the “Certificate Amendment”); and (iii) evidence of the filing of the Certificate Amendment with the Delaware Secretary of State; and (iv) receipt by the Investors of an opinion from counsel to the Company in substantially the form attached hereto as Exhibit C. Upon the satisfaction of the foregoing conditions, (i) the Company will issue to the Investors the Second Closing Shares and Second Closing Warrants; and (ii) the Escrow Agent shall promptly release the Escrowed Funds to the Company consistent with the terms of the Escrow Agreement, and any interest on the Escrowed Funds shall be returned by the Escrow Agent to the Investors. If the Stockholder Approval Condition is not satisfied by June 30, 2005, then the funds deposited with the Escrow Agent for the Second Closing shall be returned to the Investors in the manner specified in the Escrow Agreement.
Conditions to the Second Closing. In addition to the satisfaction (or waiver) of the conditions set forth in Section 6.2(a), the Company’s obligation to sell and issue the Notes and Warrants at the Second Closing is subject to (i) the delivery of the specified portion of the Purchase Price as set forth on Schedule II by the Group B Investors to the Company and (ii) the Company’s acceptance of the Group B Investors’ subscription for the Notes and Warrants as evidenced by an executed subscription agreement delivered to the Company by each of the Group B Investors.
Conditions to the Second Closing. The Second Closing is conditional on the satisfaction or waiver of the following conditions (the “Second Closing Conditions”):
(a) ANT shall have obtained all Governmental Approvals that are necessary under PRC Laws for ANT, a PRC entity, to make overseas direct investment and consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including the payment of its proportion of the Second Capital Contributions. Such Governmental Approvals shall include, without limitation, the outbound investment filing with the Management Committee of the China (Shanghai) Free Trade Zone and the foreign exchange registration with the relevant bank.
(b) All obligations of the Parties relating to the Koubei Hangzhou Opco and the VIE Subsidiary in Section 3.3 having been performed or complied with.
(c) AGH’s obligations in respect of the Second Closing shall be conditional on ANT’s portion of the Second Capital Contributions having been made, and such condition shall only be waivable by AGH.
(d) ANT’s obligations in respect of the Second Closing shall be conditional on AGH’s portion of the Second Capital Contributions having been made, and such condition shall only be waivable by ANT. Each of the Parties shall use its best endeavors to fulfill or procure the fulfillment of all the Second Closing Conditions for which it (or its Affiliates) is responsible as soon as practicable and in any event on or before December 31, 2015 (as may be extended by the Parties in writing).
Conditions to the Second Closing. The obligation of the Investor to purchase the Shares of Preferred Stock is subject to the fulfillment, or the waiver by the Investor, of each of the following conditions on or before the First Closing Date:
4.2.1 NAMS shall have provided MENTOR with a copy of the 510K premarketing approval obtained from the United States Food and Drug Administration necessary to market and sell its I-125 radioactive sources in interstate commerce in the United States; and
4.2.2 The Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect.
4.2.3 There have been no material adverse change in the business, financial condition or the properties of the Company between the date of the First Closing and the date of the Second Closing.
Conditions to the Second Closing. Section 5.1 Conditions to Each Party’s Obligation to Effect the Second Closing Transactions. The respective obligations of each party hereto to consummate the Second Closing Transactions shall be subject to the satisfaction (or waiver by the parties, if permissible under applicable Law) on or prior to the Second Closing of the following conditions:
