First Closing Conditions Sample Clauses
The First Closing Conditions clause defines the specific requirements and actions that must be satisfied or completed before the initial closing of a transaction can occur. Typically, these conditions may include obtaining regulatory approvals, delivering certain documents, or fulfilling agreed-upon obligations by the parties involved. By clearly outlining these prerequisites, the clause ensures that both parties are protected and that the transaction proceeds only when all essential criteria are met, thereby reducing the risk of disputes or incomplete transfers.
First Closing Conditions. (1) The respective obligations of each Anchor Investor, on the one hand, and the Company, on the other hand, to consummate the First Closing are each subject to the satisfaction or written waiver by the Company and the Anchor Investors of the following conditions prior to the First Closing:
(A) No provision of any Law and no judgment, injunction, order or decree shall prohibit the First Closing or the Second Closing or shall prohibit or restrict the Anchor Investors or any of their Affiliates from owning or voting any Common Shares to be purchased pursuant to the Transaction Documents;
(B) All Governmental Consents required to have been obtained at or prior to the First Closing Date in connection with the execution, delivery or performance of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including the transactions to be effected at the Second Closing) shall have been obtained and shall be in full force and effect;
(C) The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by the Transaction Documents under the HSR Act shall have expired or been earlier terminated; and
(D) The General Stockholder Proposals shall have been approved and adopted and the General Articles of Amendment shall have been duly filed with the Commonwealth of Virginia State Corporation Commission and shall be in full force and effect.
(2) The obligation of each Anchor Investor to purchase the Common Shares to be purchased by it at the First Closing is also subject to the satisfaction or written waiver by such Anchor Investor of the following conditions prior to the First Closing:
(A) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects on and as of May 23, 2010 and on and as of the First Closing Date as though made on and as of the First Closing Date, except where the failure to be true and correct (without regard to any materiality or Material Adverse Effect qualifications contained therein), individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect with respect to the Company (and except that (1) representations and warranties made as of a specified date shall be true and correct as of such date and (2) the representations and warranties of the Company set forth in Section 2.2(b) (but only with respect to the last sentence thereof), Section 2.2(c), Section 2.2(f) and Se...
First Closing Conditions. The obligations of the Parties to effect the First Closing shall be subject to the satisfaction or waiver in writing of the following conditions applicable to each of them as set forth below:
First Closing Conditions a. Conditions Precedent to the Obligation of the Company to Sell the Debentures. The obligation of the Company to sell the Debentures is subject to the satisfaction or waiver (with prior written notice to each Purchaser) by the Company, at or before the First Closing Date of each of the following conditions:
(i) Accuracy of the Purchasers' Representations and Warranties. The representations and warranties of each Purchaser in this Agreement shall be true and correct in all material respects as of the date when made and as of the First Closing;
First Closing Conditions. The respective obligations of each Anchor Investor, on the one hand, and the Company, on the other hand, to consummate the First Closing are each subject to the satisfaction or written waiver by the Company and the Anchor Investors of the following conditions prior to the First Closing:
(A) No provision of any Law and no judgment, injunction, order or decree shall prohibit the First Closing or the Second Closing or shall prohibit or restrict the Anchor Investors or any of their Affiliates from owning or voting any Common Shares to be purchased pursuant to the Transaction Documents;
(B) All Governmental Consents required to have been obtained at or prior to the First Closing Date in connection with the execution, delivery or performance of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including the transactions to be effected at the Second Closing) shall have been obtained and shall be in full force and effect;
(C) The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by the Transaction Documents under the HSR Act shall have expired or been earlier terminated; and
(D) The General Stockholder Proposals shall have been approved and adopted and the General Articles of Amendment shall have been duly filed with the Commonwealth of Virginia State Corporation Commission and shall be in full force and effect.
First Closing Conditions. The obligation of Lender to issue to the Company the Note at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions:
(a) The Company shall have executed the Transaction Documents and delivered the same to Lender.
(b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company 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 Company at or prior to the First Closing Date.
(c) The Company shall have executed and delivered to Lender the Note, dated as of the date hereof, in the principal amount of Three Hundred Fifty-Five Thousand Dollars ($355,000);
(d) The Company shall have provided to Lender a certificate of good standing from the secretary of state from the state in which the Company is incorporated.
(e) The Company shall have satisfied all obligations with respect to obtaining a waiver of any and all rights of first refusal as to, and any other rights of participation in, the transactions contemplated by the Transaction Documents.
(f) Lender shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLP in a form satisfactory to Lender.
First Closing Conditions. 6.1 The respective obligation of each party hereto to consummate the Transaction is subject to the satisfaction (or waiver by all other parties, if permissible under applicable law) on or prior to the First Closing Date of the following conditions:
First Closing Conditions. Your obligations under this Agreement, including, without limitation, the obligation to purchase and pay for the First Closing Purchased Securities are subject to the following conditions precedent, and the failure by the Company to satisfy all such conditions shall relieve you, at your election, of all such obligations.
First Closing Conditions. The obligations of each Investor under subsection 1.1(a) of this Agreement are subject to the fulfillment on or before the First Closing of each of the following conditions, the waiver of which shall not be effective against any Investor who does not consent in writing thereto:
First Closing Conditions. The obligations of the Purchaser hereunder in connection with the First Closing are subject to the receipt by the Company of the conditional approval to the issuance of the Debentures and the Warrants by the TSX Venture Exchange.
First Closing Conditions. 1.1.1. The obligation of each Purchaser to acquire the Preferred Shares at the First Closing is subject to the fulfillment, on or prior to the First Closing Date, of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):
1.1.6.1. The Company shall have received aggregate commitments under this Agreement and the Other Agreements of $43.3 million;
1.1.6.2. The Company shall have entered into the Note Purchase Agreement Amendment; DB1/ 149227402.4
1.1.6.3. The Company shall have entered into the License Agreement;
1.1.6.4. The Company shall have entered into Voting Agreements with holders representing no less than fifty (50%) percent of the issued and outstanding Common Stock after taking into account the exercise of all warrants issued on June 10, 2024;
1.1.6.5. The representations and warranties of the Company contained in Article III of this Agreement shall be true and correct in all material respects as of the date of this Agreement, and as of the First Closing Date as though made on and as of the First Closing Date, except for those of such representations and warranties that are made as of a specific date, which shall be true and correct in all material respects as of such specific date; provided, however, any of the representations or warranties of the Company contained in Article III of this Agreement that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects;
1.1.6.6. The Company 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 Company at or prior to the First Closing;
▇.▇.▇.▇. ▇▇ statute, rule, regulation, executive order, decree, ruling, judgement or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or enjoins the consummation of any of the transactions contemplated by this Agreement;
▇.▇.▇.▇. ▇▇ suspension or removal from listing of the Common Stock on Nasdaq, and no initiation or threatening of any proceedings for delisting the Common Stock from Nasdaq, shall have occurred. For the avoidance of doubt, receipt of communications from Nasdaq regarding compliance with Nasdaq’s listing rules that provide for a period of time for the Company to submit a plan of compliance, or to regain compliance with Nasdaq’s listing rule...