Common use of Investor’s Conditions to Closing Clause in Contracts

Investor’s Conditions to Closing. The obligation of the Investors to complete the purchase of the Securities at the applicable Closing is subject to the Company delivering Securities as set forth in Section 2.2 and to fulfillment of the following conditions: (a) the representation and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by an authorized officer of the Company to such effect; (b) the Company shall deliver to Investors executed copies of the Registration Rights Agreement; (c) the Company shall deliver to Investors a certified copy of its Certificate of Incorporation, and a Certificate of Good Standing from the Secretary of State of the State of Delaware dated as of a recent date; and (d) the Company shall have executed and delivered all other documents reasonably requested by counsel for the Investors.

Appears in 1 contract

Samples: Unit Subscription Agreement (General Moly, Inc)

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Investor’s Conditions to Closing. The obligation of the Investors Investor to complete the purchase of the Securities Preferred Shares at the applicable Closing is subject to the Company delivering Securities Preferred Shares as set forth in Section 2.2 and to fulfillment of the following conditions: (a) the representation and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the such Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the such Closing Date, and the Investors Investor shall have received a certificate signed on behalf of the Company by an authorized officer of the Company to such effect; (b) the Company shall deliver to Investors executed copies of the Registration Rights Agreement; (c) the Company shall deliver to Investors a certified copy of its Certificate of Incorporation, and a Certificate of Good Standing from the Secretary of State of the State of Delaware dated as of a recent date; and (db) the Company shall have executed and delivered all other documents reasonably requested by counsel for the InvestorsInvestor.

Appears in 1 contract

Samples: Securities Purchase Agreement (General Moly, Inc)

Investor’s Conditions to Closing. The obligation of the Investors to complete the purchase of the Securities at the applicable Closing is subject to the Company delivering Securities as set forth in Section 2.2 2.3 and to fulfillment of the following conditions: (a) the representation and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of the applicable Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the applicable Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by an authorized officer of the Company to such effect; (b) the Company shall deliver to Investors executed copies of the Registration Rights Agreement; (c) the Company shall deliver to Investors a certified copy of its Certificate of Incorporation, and a Certificate of Good Standing from the Secretary of State of the State of Delaware dated as of a recent date; and (d) the Company shall have executed and delivered all other documents reasonably requested by counsel for the Investors.

Appears in 1 contract

Samples: Exchange and Subscription Agreement (General Moly, Inc)

Investor’s Conditions to Closing. The obligation of the Investors to complete the purchase of the Securities Preferred Shares at the applicable Closing is subject to the Company delivering Securities Preferred Shares as set forth in Section 2.2 and to fulfillment of the following conditions: (a) the representation and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of the such Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the such Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by an authorized officer of the Company to such effect; (b) the Company shall deliver to Investors executed copies of the Registration Rights Agreement; (c) the Company shall deliver to Investors a certified copy of its Certificate of Incorporation, and a Certificate of Good Standing from the Secretary of State of the State of Delaware dated as of a recent date; and (db) the Company shall have executed and delivered all other documents reasonably requested by counsel for the Investors.

Appears in 1 contract

Samples: Securities Purchase Agreement (General Moly, Inc)

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Investor’s Conditions to Closing. The obligation of the Investors to complete the purchase of the Securities Preferred Shares at the applicable each Closing is subject to the Company delivering Securities Preferred Shares as set forth in Section 2.2 and to fulfillment of the following conditions: (a) the representation and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of the such Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the such Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by an authorized officer of the Company to such effect; (b) the Company shall deliver to Investors executed copies of the Registration Rights Agreement; (c) the Company shall deliver to Investors a certified copy of its Certificate of Incorporation, and a Certificate of Good Standing from the Secretary of State of the State of Delaware dated as of a recent date; and (db) the Company shall have executed and delivered all other documents reasonably requested by counsel for the Investors.

Appears in 1 contract

Samples: Securities Purchase Agreement (General Moly, Inc)

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