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 securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Petroteq Energy Inc.), Securities Purchase Agreement (Petroteq Energy Inc.), Securities Purchase Agreement (Petroteq Energy Inc.)
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect in connection with the Initial Closing are, unless waived by the 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 Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such datetherein);
(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Initial Closing Date shall have been performedperformed in all material respects; 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 the Purchasers hereunder to effect in connection with the Initial Closing, unless waived by such Purchaser, Closing 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) when made and 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 datetherein);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Initial Closing Date shall have been performedperformed in all material respects;
(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 this Agreement duly executed by the items set forth in Section 2.2(a) of this AgreementCompany;
(viv) 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
(viiv) from the date hereof to the Initial Closing Date, trading in the Common Stock Ordinary Shares shall not have been suspended by any regulatory authority the Commission 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 securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial ClosingClosing Date.
Appears in 3 contracts
Samples: Securities Purchase Agreement (BlueNRGY Group LTD), Securities Purchase Agreement (BlueNRGY Group LTD), Securities Purchase Agreement (CBD Energy LTD)
Initial Closing Conditions. (a1) The obligations obligation of Purchaser, on the Company hereunder one hand, and the Company, on the other hand, to effect the Initial Closing are, unless waived by the Purchaser, is subject to the following conditions being met:
(i) fulfillment or written waiver by Purchaser and 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 Company prior to the Initial Closing Date of the following conditions:
(A) no provision of any United States or non-United States law, statute, code, ordinance, rule, regulation, requirement, executive order, policy or guideline of any court, administrative agency, regulatory agency or commission or other federal, state, local or foreign governmental or regulatory authority or instrumentality, government-sponsored entity or self-regulatory organization (SRO) (each, a “Governmental Entity”) or stock exchange or regulation (a “Law”) and no judgment, injunction, order, writ, directive, enforcement action, regulatory restriction or decree of any Governmental Entity (each, an “Order”) shall prohibit the Initial Closing or shall prohibit, restrain or enjoin Purchaser or its Affiliates (as defined herein) from owning or voting any Securities acquired at the Initial Closing (taking into account the Voting Cap, as defined in the Series C Certificate of Designations) in accordance with the terms thereof (and neither Purchaser or the Company shall have received any communication or other guidance from any Governmental Entity asserting any of the foregoing, which such communication or guidance has, to the extent permissible under applicable Law, been performedreasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending; and
(iiiB) the delivery Investor Rights Agreement shall be executed and delivered by each Purchaser of the items set forth in Section 2.2(b) of this Agreementapplicable parties thereto.
(b2) The respective obligations obligation of a Purchaser hereunder to effect consummate the purchase of the Initial Closing, unless waived Shares to be purchased by such Purchaser, are it at the Initial Closing is also subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect fulfillment 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 written waiver by Purchaser prior to the Initial Closing Date shall have been performed;of each of the following conditions:
(iiiA) the Company shall have received executed signature pages to performed and complied with in all material respects all obligations under this Agreement with an aggregate Subscription Amount of $540,000 required to be performed by it at or prior to the Initial Closing;
(ivB) the delivery representations and warranties of the Company set forth in the first sentence of Section 2.2(a) (Organization and Qualification; Subsidiaries), Section 2.2(c) (Capitalization), Section 2.2(d) (Authority Relative to this Agreement), Section 2.2(s) (Taxes) and Section 2.2(hh) (Brokers) (the “Company Fundamental Representations”) shall be true and correct in all respects (other than Section 2.2(c), which shall be true and correct other than de minimis inaccuracies) in each case as of the date of this Agreement and as of the Initial Closing Date as though made on and as of the Initial Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect (as defined herein) set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Initial Closing Date as though made on and as of the Initial Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect;
(C) Purchaser shall have received a certificate, dated as of the Initial Closing Date and signed on behalf of the Company by the Company Chief Executive Officer of the items Company certifying to the effect that the conditions set forth in Section 2.2(a1.2(d)(2)(A) of this Agreementand Section 1.2(d)(2)(B) have been satisfied;
(vD) there Purchaser shall have been no Material Adverse Effect with respect to received a certificate of the Company or the occurrence of an Event of Default, or an event which, to the knowledge Secretary of the Company, with the giving dated as 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 (a) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the Investor Rights Agreement and the issuance of the Securities under this Agreement, together with the Certificate of Designations for the Series C Preferred Stock, in substantially the Common Stock form attached hereto as Exhibit C (the “Series C Certificate of Designations”) , and (b) certifying as to the signatures and authority of persons signing this Agreement, the Investor Rights Agreement and any other documents or instruments to be delivered pursuant hereto;
(E) Purchaser shall have received an executed copy of the Third Amendment to Credit Agreement in substantially the form attached hereto as Exhibit E;
(F) the Company shall have taken all actions necessary to confirm the appointment of the Purchaser Observer; and
(G) the Company shall have taken all actions necessary to establish the Transaction Committee of the Board of Directors (the “Transaction Committee”) and shall have adopted the committee charter in substantially the form attached hereto as Exhibit B (the “Transaction Committee Charter”) (together with Section 1.2(d)(2)(F), the “Board Actions”); and
(H) since the date hereof, there shall not have been suspended occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect.
(3) The obligation of the Company to effect the Initial Closing is subject to the fulfillment or written waiver by any regulatory authority or the Company’s principal Trading Market, and, at any time Company prior to the Initial Closing Date, trading of the following additional conditions:
(A) Purchaser shall have performed and complied with in securities generally as reported all material respects all obligations required to be performed by Bloomberg L.P. shall not have been suspended it at or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable prior to purchase the Securities at the Initial Closing;
(B) the representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Initial Closing without giving effect to any materiality or similar qualifications set forth in such representations and warranties; provided, however, that representations and warranties that by their terms speak as of the date of this Agreement or some other date will be true and correct as of such other date;
(C) the Company shall have received a certificate signed on behalf of Purchaser by an authorized officer certifying to the effect that the conditions set forth in Section 1.2(d)(3)(A) and Section 1.2(d)(3)(B) have been satisfied; and
(D) the Company shall have received a certificate of an authorized signatory of Purchaser, dated as of the Initial Closing Date, certifying as to the signatures and authority of persons signing this Agreement, the Investor Rights Agreement and any other documents or instruments to be delivered pursuant hereto.
Appears in 2 contracts
Samples: Investment Agreement (AlTi Global, Inc.), Investment Agreement (AlTi Global, Inc.)
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect the Initial Closing are, unless waived by the 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 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 the Purchasers hereunder to effect the Initial Closing, unless waived by such Purchaser, Closing 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 at least $540,000 200,000 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
(viivi) from the date hereof to the Initial Closing Date, trading in the Common Stock shall not have been suspended by any regulatory authority the Commission 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 securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Andalay Solar, Inc.), Securities Purchase Agreement (Andalay Solar, Inc.)
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect in connection with the Initial Closing are, unless waived by the 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 Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such datetherein);
(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Initial Closing Date shall have been performedperformed in all material respects; 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 the Purchasers hereunder to effect in connection with the Initial Closing, unless waived by such Purchaser, Closing 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) when made and 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 datetherein);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Initial Closing Date shall have been performedperformed in all material respects;
(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;
(viv) 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
(viiv) from the date hereof to the Initial Closing Date, trading in the Common Stock shall not have been suspended by any regulatory authority the Commission 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 securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Westinghouse Solar, Inc.), Securities Purchase Agreement (Westinghouse Solar, Inc.)
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect the Initial Closing are, unless waived by the 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 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 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 the Company required to be performed at or prior to the Initial Closing Date shall have been performed;
(iii) the Company Escrow Agent shall have received executed signature pages to this Agreement with an and aggregate Subscription Amount of not less than $540,000 300,000 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
(viivi) from the date hereof to the Initial Closing Date, trading in securities 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 United States generally as reported by Bloomberg L.P. I..P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Accelerated Pharma, Inc.), Securities Purchase Agreement (Accelerated Pharma, Inc.)
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect the Initial Closing are, unless waived by the 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 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(b2 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 Escrow Agent shall have received executed signature pages to this Agreement with an and aggregate Subscription Amount of not less than $540,000 2,000,000 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
(viivi) from the date hereof to the Initial Closing Date, trading in securities 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 United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Accelerated Pharma, Inc.), Securities Purchase Agreement (Accelerated Pharma, Inc.)
Initial Closing Conditions. (a) The obligations obligation of the Company hereunder Purchaser to effect the Initial Closing are, unless waived by the Purchaser, is subject to the following conditions being met:
(i) satisfaction or waiver by 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 of the following conditions:
(1) the representations and warranties of the Company set forth in Section 2.1 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Company Material Adverse Effect) or in all material respects (in the case of any representation or warranty not so qualified) as of the date of this Agreement and as of the Initial Closing Date as though made on and as of such date;
(2) the Company shall have materially performed and complied with all covenants, agreements, obligations and conditions in this Agreement that are required to be performed or complied with by the Company at or prior to the Initial Closing;
(3) since the date of this Agreement, no event, occurrence, fact, condition, change, development or effect shall have occurred, existed or come to exist, that, individually or in the aggregate, has constituted or resulted in or could reasonably be expected to constitute or result in, a Company Material Adverse Effect;
(4) the Purchaser shall have received a certificate, dated the Initial Closing Date, signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Sections 1.4(a)(1), (2) and (3) have been satisfied;
(5) the Purchaser shall have received a certificate, dated the Initial Closing Date, signed on behalf of the Company by the secretary of the Company certifying (i) the Articles, including the Articles Supplementary, (ii) the Bylaws and (iii) the resolutions of the Board of Directors of the Company authorizing and approving the Transaction Documents and the transactions contemplated under the Transaction Documents, including, without limitation, classifying, designating and authorizing the issuance of the shares of Series A Preferred Stock to be issued pursuant to this Agreement, and reserving and authorizing for issuance the shares of Class A Common Stock to be issued upon conversion of the Series A Preferred Stock;
(6) the Company shall have adopted and filed the Articles Supplementary with the State Department of Assessments and Taxation of Maryland (the “SDAT”) and the Articles Supplementary shall have been performedaccepted for record by the SDAT and shall be in full force and effect;
(7) the Operating Partnership Amendment shall have been executed and delivered by the Company and all necessary parties thereto, and shall be in full force and effect;
(8) the Purchaser shall have received legal opinions, dated as of the Initial Closing Date, of Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, the Company’s counsel, and Xxxxxxx LLP, the Company’s Maryland counsel, in the forms of Exhibit C-1 and C-2 hereto, respectively, executed by such counsel and delivered to the Purchaser;
(9) the Company shall have executed and delivered the Investors’ Rights Agreement;
(10) the Purchaser shall have received an Ownership Limit Exemption Agreement in form and substance reasonably satisfactory to the Purchaser and the Company (the “Ownership Limit Exemption Agreement”) signed on behalf of the Company; and
(iii11) no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any Governmental Entity and no Law shall be in effect restraining, enjoining, making illegal or otherwise prohibiting the delivery by each Purchaser consummation of the items set forth in Section 2.2(b) of transactions contemplated by this Agreement.
(b) The respective obligations obligation of a Purchaser hereunder the Company to effect the Initial Closing, unless waived by such Purchaser, are Closing is subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect satisfaction or other similar qualifiers therein) on the Initial Closing Date of the representations and warranties of waiver by 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 of the following conditions:
(1) the representations and warranties of the Purchaser set forth in Section 2.2 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not so qualified) as of the date of this Agreement and as of the Initial Closing Date shall have been performedas though made on and as of such date;
(iii2) the Company Purchaser shall have received executed signature pages to materially performed and complied with all covenants, agreements, obligations and conditions in this Agreement that are required to be performed or complied with an aggregate Subscription Amount of $540,000 by the Purchaser at or prior to the Initial Closing;
(iv3) 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 Defaultreceived a certificate, 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 dated the Initial Closing Date, trading signed on behalf of the Purchaser by a senior executive officer certifying to the effect that the conditions set forth in the Common Stock shall not Sections 1.4(b)(1) and (2) have been suspended satisfied;
(4) the Purchaser shall have executed and delivered the Investors’ Rights Agreement
(5) the Purchaser shall have executed and delivered the Ownership Limit Exemption Agreement; and
(6) no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any regulatory authority Governmental Entity and no Law shall be in effect restraining, enjoining, making illegal or otherwise prohibiting the Company’s principal Trading Market, and, at any time prior to consummation of the Initial Closing Date, trading in securities generally as reported transactions contemplated by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closingthis Agreement.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (SmartStop Self Storage REIT, Inc.)
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect the Initial Closing are, unless waived by the Purchaser, with respect to each 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 date of this Agreement and the Initial Closing Date of the representations and warranties of the Purchasers each such Purchaser (for itself) 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 under this Agreement required to be performed or obtained at or prior to the Initial Closing Date shall have been performedperformed and obtained;
(iii) obtaining Shareholder Approval; and
(iiiiv) 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 date of this Agreement and 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 Required Approvals, obligations, covenants and agreements of the Company and parties and required signatories to and under the Transaction Documents (except for Purchaser) required to be performed or obtained at or prior to the Initial Closing Date shall have been performedperformed and obtained;
(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;
(iv) such Closing not resulting in the Purchaser exceeding the Beneficial Ownership Limitation; and
(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 securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (NLS Pharmaceutics Ltd.)
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect the Initial Closing are, unless waived by the 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 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 the Purchasers hereunder to effect the Initial Closing, unless waived by such Purchaser, Closing 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 at least $540,000 150,000 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
(viivi) from the date hereof to the Initial Closing Date, trading in the Common Stock shall not have been suspended by any regulatory authority the Commission 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 securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Westinghouse Solar, Inc.)
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect the Initial Closing are, unless waived by the Purchaser, hereunder is subject to the following conditions being met:
(i) the accuracy each Subscriber’s representations and warranties being accurate and true in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on as of 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 and true as of such date);
(ii) the performance in all material respects of all obligations, covenants and agreements of each Purchaser Subscriber and the Company that are required to be performed at or prior to the Initial Closing Date shall have been performed; andDate;
(iii) the delivery by each Purchaser of Company shall have delivered to the items set forth in Section 2.2(b) of this Agreement.
(b) The respective obligations of a Purchaser hereunder Escrow Agent on or prior to effect the Initial Closing, unless waived by such Purchaser, are subject to the following conditions being met:
Closing Date (i) a certificate from an authorized officer attesting that all of the accuracy Company’s representation and warranties herein are accurate and true in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on as of 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 and true as of such date), and (ii) Initial original Common Shares and Warrants;
(iiiv) all obligations, covenants and agreements of each Subscriber shall have delivered to the Company required to be performed at Escrow Agent on or prior to the Initial Closing Date shall have been performed;
(iii) the Company shall have received such Subscriber’s executed signature pages to this Agreement with an aggregate Subscription Amount of $540,000 prior page to the Initial Closing;
(iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Escrow Agreement;; and
(v) there each Subscriber shall have been no Material Adverse Effect with respect to the Company or the occurrence of an Event of Defaultdelivered, or an event which, caused to the knowledge of the Company, with the giving of notice be delivered on 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 such Subscriber’s aggregate purchase price for the number of Common Shares and Warrants comprising the Units being purchased hereunder (the “Purchase Price”) to the Company, by Bloomberg L.P. shall not have been suspended or limitedwire transfer of immediately available funds, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either to an account designated by the Canadian, United States or New York State authorities nor shall Escrow Agent and there have occurred any material outbreak or escalation of hostilities or other national or international calamity of are funds in such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in escrow account representing at least the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial ClosingMinimum Offering amount.
Appears in 1 contract
Samples: Securities Purchase Agreement (Be Active Holdings, Inc.)
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect the Initial Closing are, unless waived by the 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 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 the Purchasers hereunder to effect the Initial Closing, unless waived by such Purchaser, Closing 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 at least $540,000 250,000 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
(viivi) from the date hereof to the Initial Closing Date, trading in the Common Stock shall not have been suspended by any regulatory authority the Commission 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 securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Andalay Solar, Inc.)
Initial Closing Conditions. (a) The obligations obligation of the Company hereunder Purchaser to effect the Initial Closing are, unless waived by the Purchaser, is subject to the following conditions being met:
(i) satisfaction or waiver by 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 of the following conditions:
(1) the representations and warranties of the Company set forth in Section 2.1 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Company Material Adverse Effect) or in all material respects (in the case of any representation or warranty not so qualified) as of the date of this Agreement and as of the Initial Closing Date as though made on and as of such date;
(2) the Company shall have materially performed and complied with all covenants, agreements, obligations and conditions in this Agreement that are required to be performed or complied with by the Company at or prior to the Initial Closing;
(3) since the date of this Agreement, no event, occurrence, fact, condition, change, development or effect shall have occurred, existed or come to exist, that, individually or in the aggregate, has constituted or resulted in or could reasonably be expected to constitute or result in, a Company Material Adverse Effect;
(4) the Purchaser shall have received a certificate, dated the Initial Closing Date, signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Sections 1.5(a)(1), (2) and (3) have been satisfied;
(5) the Purchaser shall have received a certificate, dated the Initial Closing Date, signed on behalf of the Company by the secretary of the Company certifying (i) the Articles, including the Articles Supplementary, (ii) the Bylaws and (iii) the resolutions of the board of directors (the “Board of Directors”) of the Company authorizing and approving the Transaction Documents and the transactions contemplated under the Transaction Documents, including, without limitation, classifying, designating and authorizing the issuance of the shares of Series B Preferred Stock to be issued pursuant to this Agreement, and reserving and authorizing for issuance the shares of Class A Common Stock to be issued upon conversion of the Series B Preferred Stock;
(6) the Company shall have adopted and filed the Articles Supplementary with the State Department of Assessments and Taxation of Maryland (the “SDAT”) and the Articles Supplementary shall have been performedaccepted for record by the SDAT and shall be in full force and effect;
(7) the Operating Partnership Amendment shall have been executed and delivered by the Company and all necessary parties thereto, and shall be in full force and effect;
(8) the Purchaser shall have received legal opinions, including but not limited to the REIT Opinion, dated as of the Initial Closing Date, of Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP, the Company’s counsel, and Vxxxxxx LLP, the Company’s Maryland counsel, in the forms of Exhibit C-1 and C-2 hereto, respectively, executed by such counsel and delivered to the Purchaser;
(9) the Company shall have executed and delivered the Investors’ Rights Agreement;
(10) the Purchaser shall have received an Ownership Limit Exemption Agreement in form and substance reasonably satisfactory to the Purchaser and the Company (the “Ownership Limit Exemption Agreement”) signed on behalf of the Company; and
(iii11) no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any Governmental Entity and no Law shall be in effect restraining, enjoining, making illegal or otherwise prohibiting the delivery by each Purchaser consummation of the items set forth in Section 2.2(b) of transactions contemplated by this Agreement.
(b) The respective obligations obligation of a Purchaser hereunder the Company to effect the Initial Closing, unless waived by such Purchaser, are Closing is subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect satisfaction or other similar qualifiers therein) on the Initial Closing Date of the representations and warranties of waiver by 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 of the following conditions:
(1) the representations and warranties of the Purchaser set forth in Section 2.2 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not so qualified) as of the date of this Agreement and as of the Initial Closing Date shall have been performedas though made on and as of such date;
(iii2) the Company Purchaser shall have received executed signature pages to materially performed and complied with all covenants, agreements, obligations and conditions in this Agreement that are required to be performed or complied with an aggregate Subscription Amount of $540,000 by the Purchaser at or prior to the Initial Closing;
(iv3) 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 Defaultreceived a certificate, 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 dated the Initial Closing Date, trading signed on behalf of the Purchaser by a senior executive officer certifying to the effect that the conditions set forth in the Common Stock shall not Sections 1.5(b)(1) and (2) have been suspended satisfied;
(4) the Purchaser shall have executed and delivered the Investors’ Rights Agreement;
(5) the Purchaser shall have executed and delivered the Ownership Limit Exemption Agreement; and
(6) no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any regulatory authority Governmental Entity and no Law shall be in effect restraining, enjoining, making illegal or otherwise prohibiting the Company’s principal Trading Market, and, at any time prior to consummation of the Initial Closing Date, trading in securities generally as reported transactions contemplated by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closingthis Agreement.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Strategic Storage Trust VI, Inc.)
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect in connection with the Initial Closing are, unless waived by the 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 Purchasers Purchaser 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 performedperformed in all material respects; and
(iii) the delivery by each Purchaser of the items set forth in Section 2.2(b2.2(a) of this Agreement.
(b) The respective obligations of a Purchaser hereunder to effect in connection with the Initial Closing, unless waived by such Purchaser, Closing 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 performedperformed in all material respects;
(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(a2.2(b) of this Agreement;
(viv) there shall have been no Material Adverse Effect with respect to the Company or the occurrence of an Event of Defaultand its Subsidiaries, 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 (taken 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 obtaineda whole; and
(viiv) from the date hereof to the Initial Closing Date, trading in the Common Stock shall not have been suspended by any regulatory authority the Commission 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 securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase acquire the Securities Shares at the Initial Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Harbor BioSciences, Inc.)
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect the Initial Closing are, unless waived by the 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 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, 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 Escrow Agent shall have received executed signature pages to this Agreement with an aggregate Subscription Amount of at least $540,000 750,000 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
(viivi) from the date hereof to the Initial Closing Date, trading in the Common Stock shall not have been suspended by any regulatory authority the Commission 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 securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing.
Appears in 1 contract
Initial Closing Conditions. The obligation of Joby to issue and sell the Initial Shares, and the obligation of the Investor to purchase the Initial Shares, at the Initial Closing are in each case subject to the fulfillment on or before the Initial Closing, of each of the following conditions (collectively, the “Initial Closing Conditions”), unless waived:
(a) The obligations representations and warranties 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 Joby set forth in Section 7 hereof shall be true and correct in all material respects (determined without regard other than representations and warranties that are qualified as to any materiality, materiality or Material Adverse Effect or other similar qualifiers therein(as defined below) which representations and warranties shall be true and correct in all respects), when made and on and as of the Initial Closing Date of with the same effect as though made on such date.
(b) The representations and warranties of the Purchasers contained herein Investor set forth in Section 8 hereof shall be true and correct in all material respects (unless other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) when made and on and as of a specific date therein in which case they shall be accurate the Initial Closing Date with the same effect as of though made on such date);.
(iic) The Company shall have performed, satisfied and complied with all obligationscovenants, covenants agreements and agreements of each Purchaser conditions required to be performed performed, satisfied or complied with by it at or prior to the Initial Closing Date Closing.
(d) The Investor shall have performed, satisfied and complied with all covenants, agreements and conditions required to be performed, satisfied or complied with by the Investor at or prior to the Initial Closing.
(e) The Company shall have filed with the New York Stock Exchange (the “NYSE”) a Supplemental Listing Application for the listing of the Shares, if required, and the NYSE shall have approved such Shares for listing (including the issuance of Additional Shares hereunder).
(f) The Company’s Board of Directors (the “Board”) shall have authorized the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation, in form and substance reasonably satisfactory to the Investor (the “New Certificate of Incorporation”), and authorized the New Certificate of Incorporation to be submitted for approval to the stockholders of the Company at the Company’s annual meeting in 2025 (the “2025 Annual Meeting”) with the Board recommending that the stockholders vote in favor of the New Certificate of Incorporation.
(g) The Company shall have amended and restated its Amended and Restated Bylaws, in form and substance reasonably satisfactory to the Investor (the “New Bylaws”), and such New Bylaws shall have been performed; andapproved by the Board.
(h) The Company shall have delivered to the Investor a certificate, dated as of the Initial Closing Date, executed by the Chief Executive Officer, the Chief Financial Officer, the General Counsel or the Corporate Secretary of the Company, certifying that (i) the execution, delivery and performance by the Company of this Purchase Agreement and the other Initial Closing Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including the issuance of the Shares, authorization of the New Bylaws and the submission of the New Certificate of Incorporation for approval by the Company’s stockholders at the Company’s 2025 Annual Meeting with the Board recommending that the stockholders vote in favor of the New Certificate of Incorporation) have been approved by the Board, with such resolutions of the Board attached, which resolutions have not been modified, rescinded or amended and are in full force and effect, (ii) attached thereto is a true and complete copy of the amended and restated certificate of incorporation, certified by the Secretary of State of the State of Delaware, which has not been amended since the date reflected thereon, (iii) attached thereto is the delivery by each Purchaser true and complete copy of the items set forth in Section 2.2(b) New Certificate of this Agreement.
(b) The respective obligations of a Purchaser hereunder to effect the Initial ClosingIncorporation, unless waived by such Purchaser, are subject which will be submitted for approval to the following conditions being met:stockholders of the Company at the Company’s 2025 Annual Meeting with the Board recommending that the stockholders vote in favor of the New Certificate of Incorporation and (iv) attached thereto is a true and correct copy of the New Bylaws and the New Bylaws are in full force and effect and have not been amended since the date thereof.
(i) Investor shall have delivered to the accuracy in all material respects (determined without regard to any materialityCompany a certificate, Material Adverse Effect or other similar qualifiers therein) on dated as of the Initial Closing Date Date, executed by a duly authorized director or officer or other authorized individual of the Investor, certifying that the execution, delivery and performance by Investor of this Purchase Agreement and the other Initial Closing Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been approved and/or ratified in accordance with the Investor’s governance documents and applicable law.
(j) The Company shall have delivered to Investor a certificate, dated as of the Initial Closing Date, executed by the Chief Executive Officer or the Chief Financial Officer of the Company, certifying that (i) the representations and warranties of the Company contained herein set forth in Section 7 of this Purchase Agreement and in the other Initial Closing Transaction Documents (unless as defined below), if any, are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below) which representations and warranties shall be true and correct in all respects), with the same effect as though made on and as of a specific date therein in which case they shall be accurate as of such date);
the Initial Closing Date, (ii) the Company has complied with all obligations, covenants and agreements of the Company required agreements and covenants hereunder and under the other Initial Closing Transaction Documents and performed or satisfied all of the Initial Closing Conditions and any closing conditions under the other Initial Closing Transaction Documents on its part to be performed or satisfied as of the Initial Closing Date and (iii) the Company and its subsidiaries, on a consolidated basis, after giving effect to the transactions under the Initial Closing Transaction Documents, are Solvent (as defined below).
(k) Prior to or concurrent with the Initial Closing, an amendment and restatement of the Amended and Restated Collaboration Agreement, dated August 30, 2019, and the Memorandum of Understanding, dated February 23, 2021, in each case between the Company and Investor (the “Restated Collaboration Agreement”), shall have been duly authorized, executed and delivered by the Company in form and substance reasonably satisfactory to the Investor.
(l) Prior to or concurrent with the Initial Closing, a services agreement and initial statement of work thereunder, between the Company and the Investor (the “Services Agreement” and, collectively, with this Purchase Agreement, the Restated Collaboration Agreement and the Initial Closing Related Documentation (as defined below), the “Initial Closing Transaction Documents”), shall have been duly authorized, executed and delivered by the Company in form and substance reasonably satisfactory to the Investor.
(m) CFIUS Approval shall have been obtained 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 securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing.
Appears in 1 contract
Initial Closing Conditions. The obligation of the Bank to make the initial Working Capital Loans to the Borrower is subject to the condition that, in addition to the satisfaction of the conditions precedent specified in Section 4.3 hereof as of the Closing Date, the Bank shall have received the following from the Borrower, dated as of the Closing Date or such other date as shall be acceptable to the Bank, all of which must be acceptable to the Bank and its counsel in form and substance:
(a) The obligations this Amended and Restated Loan Agreement, duly executed and delivered by the Borrower;
(b) the Amended and Restated Working Capital Line of Credit Note, duly executed and delivered by the Borrower;
(c) duly executed counterparts of the Company hereunder Amendment No. 2 to effect Note Agreement and Waiver among the Initial Closing areBorrower and the Noteholders;
(d) one or more duly executed 9.00% Senior Notes;
(e) duly executed counterparts of the Security Agreement, unless waived the Mortgage, the Assignment of Rents and Leases, UCC Financing and Fixture Filings, and the Environmental Indemnity Agreement, each in form, scope and substance satisfactory to the Bank, executed and delivered by the PurchaserBorrower;
(f) evidence that all other actions necessary or desirable to perfect and protect the security interests created by the Loan Agreements have been taken;
(g) duly executed counterparts of the Collateral Agency Agreement, subject in form, scope and substance satisfactory to each Noteholder, executed and delivered by the following conditions being met:Borrower and all other parties thereto;
(h) certificate of the Secretary or Assistant Secretary of the Borrower attaching and certifying copies of (i) the certificate of incorporation, as amended, of the Borrower, certified by the Secretary of State of Delaware, (ii) the bylaws, as amended, of the Borrower, (iii) the resolutions of the board of directors of the Borrower, authorizing the execution, delivery and performance of the Loan Instruments and the "Note Documents" (as defined in the Note Agreement), and (iv) the name, title and true signature of each officer of the Borrower executing such documents;
(i) current appraisals pertaining to the accuracy in all material respects Borrower's real property, plant, equipment and inventory;
(determined without regard j) Phase I environmental site assessment reports with respect to any materialityreal property to be owned or leased by the Borrower from and after the Effective Date;
(k) evidence that the Borrower has entered into documentation amending the Master Equipment Lease to (i) waive all existing Defaults and Events of Default as defined therein, Material Adverse Effect or and (ii) amend the financial covenants contained therein to be consistent with the financial covenants contained herein;
(l) evidence that each of Fifth Third Bank and General Electric Capital Corporation has consented to the execution and delivery of an appropriate Amendment by the Borrower;
(m) an opinion from Xxxxx Xxxxx Xxxx LLC, counsel for the Borrower;
(n) an opinion from VanAntwerp, Monge, Xxxxx & Xxxxxxx, LLP, counsel for the Borrower, containing the matters set forth on Exhibit F hereto;
(o) audited Fiscal Year 2001 consolidated financial statements of the Borrower and its Subsidiaries, together with the unqualified report thereon by Xxxxxx Xxxxxxxx LLP marked "draft," delivered in accordance with the requirements of Section 6 hereof other similar qualifiers thereinthan those relating to the timing of the delivery thereof;
(p) payment to the Bank of the fees payable on the Initial Closing Date pursuant to Section 2.3 hereof, and reimbursement of the representations items referred to in Section 12.12 hereof;
(q) each Noteholder shall have received, in immediately available funds, interest accrued from and warranties including November 1, 2001, through January 14, 2002, on the unpaid principal amount of each of their respective Senior Notes calculated at the rate of 9.00% per annum;
(r) payment of the Purchasers contained herein (unless Borrower to the Bank of all excess cash on hand as of a specific the date therein in which case they of Closing, to be applied towards reduction of the Working Capital Line of Credit;
(s) there shall be accurate no material adverse change in the financial condition of the Borrower from the date of the Term Sheet;
(t) a duly executed original of the title insurance policy issued by a title insurance company acceptable to the Bank, covering the real property subject to the Mortgage and containing only such exceptions as of such datethe Bank may approve in its sole discretion, with proof, satisfactory to the Bank, that all premiums, search fees and other charges in connection therewith have been paid in full (the "Title Insurance Policy");
(iiu) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Initial Closing Date Bank shall have been performed; and
(iii) provided with UCC, tax lien, and judgment lien searches performed in such locations as the delivery by each Purchaser Bank shall determine in the exercise of its sole discretion, which shall indicate that all of the items set forth in Section 2.2(b) Borrower's assets are free and clear of this Agreement.
(b) The respective obligations of a Purchaser hereunder to effect the Initial Closingall liens and encumbrances, 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 than those liens 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 encumbrances expressly permitted by the Company of the items set forth in Section 2.2(a) of this AgreementBank;
(v) there shall have been no Material Adverse Effect with respect to the Company or the occurrence satisfactory proof that policies of an Event of Default, or an event which, to the knowledge insurance of the Company, with types and coverage as specified in this Amended and Restated Loan Agreement and the giving of notice or the passage of time could become an Event of Default (as defined Loan Instruments are in the Note) unless waived by the Purchaser with respect to an Initial Closing, since the date hereoffull force and effect;
(viw) the Required Approvals Bank shall have been obtainedentered into an Amendment to Participation Agreement; and
(viix) from such other documents, agreements and instruments as 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 securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial ClosingBank may reasonably request.
Appears in 1 contract
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect the Initial Closing are, unless waived by the 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 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 1,000,000 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
(viivi) from the date hereof to the Initial Closing Date, trading in the Common Stock shall not have been suspended by any regulatory authority the Commission 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 securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing.
Appears in 1 contract
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect the Initial Closing are, unless waived by the 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 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
(viiiv) from the date hereof to the Initial Closing Date, trading in securities 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 United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.
(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 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 Closing Date shall have been performed;
(iii) the Escrow Agent shall have received executed signature pages to this Agreement and aggregate Subscription Amount of not less than $320,000 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 since the date hereof; and
(vi) from the date hereof to the Initial Closing Date, trading in securities in the United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (2304101 Ontario Inc.)
Initial Closing Conditions. (a1) The obligations obligation of the Company hereunder Investor, on the one hand, and the Company, on the other hand, to effect consummate the Initial Closing are, unless waived by the Purchaser, is subject to the following conditions being met:
(i) fulfillment or written waiver by the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on Investor and 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 Company prior to the Initial Closing Date of the following conditions:
(A) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Initial Closing or shall prohibit or restrict the Investor or its Affiliates (as defined below) from owning or voting the Common Stock (other than on an interim basis pending receipt of the requisite Gaming/Racing Permits (as defined below)) in any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, or any applicable self-regulatory organization, including any Gaming/Racing Authority (as defined below) (each, a “Governmental Entity”), seeking to effect any of the foregoing;
(B) the Company shall have been performedapplied to NASDAQ to authorize the shares of Common Stock to be issued at the Initial Closing for listing on NASDAQ or such other market on which the Common Stock is then listed or quoted, subject only to official notice of issuance; and
(iiiC) the delivery by each Purchaser Investor shall have received all requisite Gaming/Racing Permits or shall have executed an escrow agreement with a duly qualified nominee if and to the extent permitted under applicable Gaming/Racing Law (as defined below) to act as nominee holder of the items set forth in Section 2.2(b) of this AgreementCommon Stock.
(b2) The respective obligations obligation of a Purchaser hereunder the Investor to effect consummate the purchase of the First Tranche to be purchased by it at the Initial Closing, unless waived by such Purchaser, are Closing is subject to the further fulfillment or written waiver by the Investor prior to the Initial Closing of each of the following conditions being metconditions:
(iA) 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 in this Agreement, without regard to any materiality or Company Material Adverse Effect (unless as defined below) qualifier contained therein, shall be true and correct when made and on and as of the Initial Closing Date as if made at and as of the Initial Closing Date (except for any representations and warranties made as of a specific date therein in specified date, which case they shall be accurate true and correct as of such the specified date), except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Investor shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company to such effect;
(iiB) all obligations, covenants and agreements the board of directors of the Company required (the “Board of Directors”) shall have duly adopted and declared effective an amendment to be performed at the Company By-Laws (as defined below) substantially in the form attached hereto as Exhibit E;
(C) the Company shall have delivered to the Investor a duly executed copy of the Registration Rights Agreement substantially in the form attached hereto as Exhibit B;
(D) the Company shall have delivered to the Investor a duly executed copy of the Consulting Agreement substantially in the form attached hereto as Exhibit C;
(E) the Company shall have delivered the legal opinion referred to in clause (a)(1)(D) above; and
(F) the Board of Directors shall have adopted resolutions appointing Colin Au and G. Xxxxxxx Xxxxx to serve as members of the Board of Directors.
(3) The obligation of the Company to consummate the Initial Closing is subject to the further fulfillment or written waiver by the Company prior to the Initial Closing Date shall have been performed;of each of the following conditions:
(iiiA) the representations and warranties of the Investor contained in this Agreement, without regard to any materiality or Investor Material Adverse Effect (as defined below) qualifier contained therein, shall be true and correct in all material respects when made and on and as of the Initial Closing Date as if made at and as of the Initial Closing Date (except for any representations and warranties made as of a specified date, which shall be true and correct in all material respects as of the specified date). 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 a certificate signed by the Company a duly authorized officer of the items set forth in Section 2.2(a) of this Agreement;
(v) there shall have been no Material Adverse Effect with respect Investor 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 obtainedsuch effect; and
(viiB) from the date hereof Investor shall have delivered to the Initial Closing Date, trading Company a duly executed copy of the Registration Rights Agreement substantially 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 form attached hereto as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing.Exhibit B.
Appears in 1 contract
Initial Closing Conditions. (a1) The obligations obligation of the Company hereunder Investor, on the one hand, and the Company, on the other hand, to effect consummate the Initial Closing are, unless waived by the Purchaser, is subject to the following conditions being met:
(i) fulfillment or written waiver by the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on Investor and 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 Company prior to the Initial Closing Date of the following conditions:
(A) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Initial Closing or shall prohibit or restrict the Investor or its Affiliates (as defined below) from owning or voting the Common Stock (other than on an interim basis pending receipt of the requisite Gaming/Racing Permits (as defined below)) in any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, or any applicable self-regulatory organization, including any Gaming/Racing Authority (as defined below) (each, a “Governmental Entity”), seeking to effect any of the foregoing;
(B) the Company shall have been performedapplied to NASDAQ to authorize the shares of Common Stock to be issued at the Initial Closing for listing on NASDAQ or such other market on which the Common Stock is then listed or quoted, subject only to official notice of issuance; and
(iiiC) the delivery by each Purchaser Investor shall have received all requisite Gaming/Racing Permits or shall have executed an escrow agreement with a duly qualified nominee if and to the extent permitted under applicable Gaming/Racing Law (as defined below) to act as nominee holder of the items set forth in Section 2.2(b) of this AgreementCommon Stock.
(b2) The respective obligations obligation of a Purchaser hereunder the Investor to effect consummate the purchase of the First Tranche to be purchased by it at the Initial Closing, unless waived by such Purchaser, are Closing is subject to the further fulfillment or written waiver by the Investor prior to the Initial Closing of each of the following conditions being metconditions:
(iA) 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 in this Agreement, without regard to any materiality or Company Material Adverse Effect (unless as defined below) qualifier contained therein, shall be true and correct when made and on and as of the Initial Closing Date as if made at and as of the Initial Closing Date (except for any representations and warranties made as of a specific date therein in specified date, which case they shall be accurate true and correct as of such the specified date), except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Investor shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company to such effect;
(iiB) all obligations, covenants and agreements the board of directors of the Company required (the “Board of Directors”) shall have duly adopted and declared effective an amendment to be performed at the Company By-Laws (as defined below) substantially in the form attached hereto as Exhibit E;
(C) the Company shall have delivered to the Investor a duly executed copy of the Registration Rights Agreement substantially in the form attached hereto as Exhibit B;
(D) the Company shall have delivered to the Investor a duly executed copy of the Consulting Agreement substantially in the form attached hereto as Exhibit C;
(E) the Company shall have delivered the legal opinion referred to in clause (a)(1)(D) above; and
(F) the Board of Directors shall have adopted resolutions appointing Xxxxx Xx and X. Xxxxxxx Xxxxx to serve as members of the Board of Directors.
(3) The obligation of the Company to consummate the Initial Closing is subject to the further fulfillment or written waiver by the Company prior to the Initial Closing Date shall have been performed;of each of the following conditions:
(iiiA) the representations and warranties of the Investor contained in this Agreement, without regard to any materiality or Investor Material Adverse Effect (as defined below) qualifier contained therein, shall be true and correct in all material respects when made and on and as of the Initial Closing Date as if made at and as of the Initial Closing Date (except for any representations and warranties made as of a specified date, which shall be true and correct in all material respects as of the specified date). 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 a certificate signed by the Company a duly authorized officer of the items set forth in Section 2.2(a) of this Agreement;
(v) there shall have been no Material Adverse Effect with respect Investor 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 obtainedsuch effect; and
(viiB) from the date hereof Investor shall have delivered to the Initial Closing Date, trading Company a duly executed copy of the Registration Rights Agreement substantially 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 form attached hereto as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing.Exhibit B.
Appears in 1 contract
Samples: Investment Agreement
Initial Closing Conditions. (a) The obligations of the Company hereunder to effect in connection with the Initial Closing are, unless waived by the Purchaser, are subject to the following conditions being met:met (or being waived in the sole discretion of the Company):
(i) the accuracy in all material respects (determined without regard or, to any materiality, the extent representations or warranties are qualified by materiality or Material Adverse Effect or other similar qualifiers thereinEffect, in all respects) 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 performedperformed in all material respects; and
(iii) the delivery by each Purchaser of the items set forth in Section 2.2(b2.2(b) of this Agreement.
(b) The respective obligations of a Purchaser the Purchasers hereunder to effect in connection with the Initial Closing, unless waived by such Purchaser, Closing are subject to the following conditions being met:met (or being waived in the sole discretion of the Purchasers):
(i) the accuracy in all material respects (determined without regard or, to any materiality, the extent representations or warranties are qualified by materiality or Material Adverse Effect or other similar qualifiers thereinEffect, in all respects) when made and 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 performedperformed in all material respects;
(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(a2.2(a) of this Agreement;
(viv) 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
(viiv) from the date hereof to the Initial Closing Date, trading in the Common Stock Shares shall not have been suspended by any regulatory authority the Commission 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 securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the Canadian, United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity (excluding the COVID-19 pandemic) of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such PurchaserBVF, makes it impracticable or inadvisable to purchase the Initial Securities at the Initial Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (NLS Pharmaceutics Ltd.)
