General Closing Conditions. Without limiting any other conditions set forth in this Agreement, the obligations of each of Seller and Purchaser to consummate the Closing are conditioned upon the following: (i) the other party’s representations and warranties set forth in this Agreement shall be true and correct in all material respects as of the Effective Date and as of the Closing Date, (ii) on or prior to the Closing Date, the other party shall have tendered all deliveries required to be tendered by such party at Closing, and (iii) any and all consents that are required to be obtained from, or notices required to be delivered to, any applicable federal, state or local agency or governmental or quasi-governmental instrumentality (the “Regulatory Agencies”) with respect to the transactions contemplated hereunder (the “Regulatory Approvals”) shall have been received and approved by Seller and Purchaser, each in their good faith, reasonable discretion, (with respect to consents), or delivered to the applicable Regulatory Agencies (with respect to notices). All costs and expenses of pursuing and obtaining the Regulatory Approvals shall be borne by Purchaser.
General Closing Conditions. The respective obligations of the Parties to effect the Closing of the Transaction are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived in writing by Purchaser and Seller:
General Closing Conditions. The obligations of Buyer and Seller to close under this Agreement, as provided in Article XI, are specifically conditioned upon the receipt of all material waivers, consents, approvals, permits, waivers of preferential purchase rights and authorizations and actions of third parties (other than the governmental consents which are to be handled pursuant to Sections 17.1 and 17.2 and approvals and other consents routinely acquired after a transfer, including the non-transferability requirement of any license, permit, right-of-way, franchise or easement and other consents and approvals that by federal, state, or local law, rules, regulation, agreement or by their inherent nature are required to be obtained to complete the purchase and sale contemplated herein.
General Closing Conditions. The obligations of the parties hereto to effect the Closing shall be subject to the following conditions: Page 27
General Closing Conditions. 6.3.1 The Transaction shall have been approved upon anti-monopoly review in the PRC.
General Closing Conditions. The obligation of the Company to deliver the Exchange Consideration, and of the Investor, on behalf of the Exchanging Investors, to deliver (or cause to be delivered) the Existing Notes, as applicable, are subject to the satisfaction at the Closing of the following conditions:
(i) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and precludes consummation of the transactions contemplated hereby and by the New Notes Indenture and the New Notes, and no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority that prohibits or makes illegal this Agreement, the New Notes Indenture and the New Notes or the transactions contemplated hereby or thereby; and
(ii) there shall be no pending litigation, action, proceeding, or investigation that purports to affect the legality, validity or enforceability of this Agreement, the New Notes Indenture and the New Notes.
General Closing Conditions. The obligation of each party to effect the Significant Noteholder Exchange is subject to the satisfaction at the Closing of the following conditions:
(i) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and precludes consummation of the transactions contemplated hereby and by the other Transaction Documents, and no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority that prohibits or makes illegal this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby; and
(ii) there shall be no pending litigation, action, proceeding or investigation that purports to affect the legality, validity or enforceability of this Agreement or any of the Transaction Documents.
General Closing Conditions. The respective obligations of the Company and the Holders to consummate the Closing are subject to the satisfaction or waiver (jointly by the Company and the Holders) at or prior to the Closing of the following conditions:
(a) The initial consummation, on the same date as the Closing, by the Company of the transaction (or series of related transactions) publicly announced by the Company in a Current Report on Form 8-K filed by the Company on or prior to the date which is one Business Day after the date hereof (the “Form 8-K”) with the Securities and Exchange Commission (the “SEC”), which transaction includes the license, sale, transfer or other disposition of rights or assets of the Company related to, and/or the co-development, co-promotion, co-marketing, distribution or other collaboration with respect to, one or more of the Company’s products (and a sale of Company capital stock), pursuant to which the Company receives proceeds of at least $40 million in cash consideration at the initial closing thereof (the “Sale Condition”);
(b) The filing, after the date hereof, with, and the acceptance of such filing by, the Secretary of State of the State of Delaware of an amendment to the Company’s certificate of incorporation to increase the number of the Company’s authorized shares of Common Stock (the “Charter Amendment”);
(c) The Company shall have received written consents from the holders of at least 75% of the outstanding principal amount of the Notes to the Amendment (the “Note Amendment Condition”);
(d) The Company shall have obtained (i) all necessary blue sky law permits and qualifications, or secured exemptions therefrom, required by any state for the sale and offer of the Warrants (and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and collectively with the Warrants and the Shares, the “Securities”)) and the Shares issued pursuant to this Agreement and (ii) if the Company determines it to be necessary, approval by the Company’s stockholders of the transactions (or certain of or all of them) contemplated by the Note Purchase and Amendment Agreements (as defined in Section 7.10) to the extent required by the listing rules of the NASDAQ Global Market or otherwise (the “Stockholder Approval”);
(e) The Company shall have satisfied in full its obligations in respect of the Senior Debt (as defined in the Notes) and obtained an acknowledgement from the holder of the Senior Debt in substantially the form of Exhibit C he...
General Closing Conditions. The obligations of Seller and Purchaser to effect the Transaction are subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions:
General Closing Conditions. The Closing shall occur only upon satisfaction of all conditions to the Closing and the performance of all acts and delivery of all documents required to be performed or delivered at or prior to the Closing, or upon formal notice of waiver of any such conditions by the Party for whose benefit such conditions exist. A Party is not obligated to cause the Closing to occur if an event has occurred or circumstances exist that are (or with the passage of time or giving of notice, or both, would be) an event of default by the other party under this Agreement. Time is of the essence for the Closing.
