Initial Closing Conditions. (a) The obligations of the Company hereunder to effect the Initial Closing are, unless waived by the Purchaser, subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Initial Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Initial Closing Date shall have been performed; and
(iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The respective obligations of a Purchaser hereunder to effect the Initial Closing, unless waived by such Purchaser, are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Initial Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Initial Closing Date shall have been performed;
(iii) the Company shall have received executed signature pages to this Agreement with an aggregate Subscription Amount of $540,000 prior to the Initial Closing;
(iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(v) there shall have been no Material Adverse Effect with respect to the Company or the occurrence of an Event of Default, or an event which, to the knowledge of the Company, with the giving of notice or the passage of time could become an Event of Default (as defined in the Note) unless waived by the Purchaser with respect to an Initial Closing, since the date hereof;
(vi) the Required Approvals have been obtained; and
(vii) from the date hereof to the Initial Closing Date, trading in the Common Stock shall not have been suspended by any regulatory authority or the Company’s principal Trading Market, and, at any time prior to the Initial Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on s...
Initial Closing Conditions. The obligation of the Banks to make the initial Revolving Credit Loan to the Borrowers and to make the Swing Line Loans to the Borrowers are subject to the condition that, in addition to the satisfaction of the conditions precedent specified in Section 5.2 hereof and, with respect to the Swing Line Loans, the conditions
Initial Closing Conditions. The Initial Closing is conditioned upon satisfaction of all of the following conditions:
(i) the Initial Closing occurs on or prior to the Offering End Date;
(ii) at the time of the Initial Closing, (A) the Company has received, and is accepting, subscriptions from Flash Investors for Flash Convertible Securities having an aggregate investment amount of at least the Minimum Amount, and (B) the Company has received into the Escrow Account the investment amount for such subscriptions in cleared funds (to the extent such investment amount is being paid in cash pursuant to Section 2(b)); and
(iii) Investor has delivered to the Company an executed copy of the Mutual Agreement to Arbitrate and Waiver of Class Action Class attached to this Agreement as Attachment 1 (the “Arbitration Agreement”).
Initial Closing Conditions. The Initial Closing is conditioned upon satisfaction of all the following conditions: (i) prior to the Offering Deadline, the Company shall have received aggregate subscriptions for Units in an investment amount of at least the Target Offering Amount; and (ii) at the time of the Closing, the Company shall have received into the escrow account established with the Portal and the escrow agent in cleared funds, and is accepting, subscriptions for Units having an aggregate investment amount of at least the Target Offering Amount.
Initial Closing Conditions. Notwithstanding anything to the contrary herein, the obligations of the Lenders to make Advances shall not become effective until the date (the “Effective Date”) on which each of the following conditions is satisfied (or waived by the Administrative Agent in its sole discretion):
Initial Closing Conditions. The Initial Closing is conditioned upon satisfaction of all of the following conditions:
(i) the Initial Closing occurs on or prior to the Offering End Date;
(ii) at the time of the Initial Closing, (A) the Company has received, and is accepting, subscriptions from Flash Investors for shares of Flash Preferred having an aggregate purchase price of at least the Minimum Amount, and (B) the Company has received into the Escrow Account the purchase price for such subscriptions in cleared funds (to the extent such purchase price is being paid in cash pursuant to Section 2(b));
(iii) prior to the Initial Closing, the Company has filed the Charter with the Secretary of State of Delaware; and
(iv) Investor has delivered to the Company an executed copy of (A) the Rights Agreement and (B) the Mutual Agreement to Arbitrate and Waiver of Class Action Class attached to this Agreement as Attachment 1 (the “Arbitration Agreement”).
Initial Closing Conditions. (a) The obligations of the Company in connection with the Initial Closing are subject to the following conditions being satisfied:
(i) the accuracy in all material respects when made and on the Initial Closing Date (unless as of a specific date therein) of the representations and warranties of the Purchaser set forth in Section 3.2;
(ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Initial Closing Date will have been performed in all material respects; and
(iii) the delivery by the Purchaser of the items set forth in Section 2.2(b).
(b) The obligations of the Purchaser hereunder in connection with the Initial Closing are subject to the following conditions being satisfied:
(i) the accuracy in all material respects when made and on the Initial Closing Date (unless as of a specific date therein) of the representations and warranties of the Company set forth in Section 3.1;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Initial Closing Date will have been performed in all material respects; and
(iii) the delivery by the Company of the items set forth in Section 2.2(a).
Initial Closing Conditions. The obligation of the Purchasers to purchase and pay for the Stock at the Initial Closing is subject to the satisfaction as of the Initial Closing of the following conditions:
Initial Closing Conditions. The obligations of the Lenders to make the initial Loans and of the Acceptance Bank or Issuing Bank to issue any initial Credit Instruments, shall be subject to the satisfaction of the following conditions precedent on or prior to the Closing Date:
Initial Closing Conditions. Your obligation to purchase the Subordinated Notes, Series A Stock and Common Stock, to be purchased by you at the Initial Closing and to consummate the other transactions contemplated herein, as provided in Section 1.2 hereof, shall be subject to the satisfaction of the following conditions, any of which may be waived by you in writing:
