Mutual Closing Condition. There shall have been no Law enacted, entered, promulgated, enforced or deemed applicable by any Governmental Entity of competent jurisdiction that is in effect and makes illegal or otherwise prohibits or materially delays the consummation of the Closing.
Mutual Closing Condition. The respective obligations of each party for the Closing is subject to there shall have been no Law enacted, entered, promulgated, enforced or deemed applicable by any Governmental Entity of competent jurisdiction that is in effect and makes illegal or otherwise prohibits or materially delays the consummation of the Closing, unless otherwise waived by both parties.
Mutual Closing Condition. The Company’s and each Purchaser’s obligation to purchase the Shares and/or Pre-Funded Warrants (as applicable) at the Closing is subject to the fulfillment, on or before the Closing, of the following condition, unless waived by the Company and such Purchaser solely as to itself: there shall have been no Law enacted, entered, promulgated, enforced or deemed applicable by any governmental authority of competent jurisdiction that is in effect and makes illegal or otherwise prohibits or materially delays the consummation of the Closing, and the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale and issuance of the Securities.
Mutual Closing Condition. The Company’s and the Purchaser’s obligation to purchase the Shares at the Closing is subject to the fulfillment, on or before the Closing, of the following condition, unless waived by the Company and the Purchaser solely as to itself: there shall have been no Law enacted, entered, promulgated, enforced or deemed applicable by any governmental authority of competent jurisdiction that is in effect and makes illegal or otherwise prohibits or materially delays the consummation of the Closing, and the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale and issuance of the Shares.
Mutual Closing Condition. The respective obligations of each Party to consummate the Closing shall be subject to the fulfillment (or written waiver by the Company and Parent) at or prior to the Closing of the following conditions:
7.1.1 All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated and any consents under the Antitrust Laws of the jurisdictions listed in Schedule 7.1.1 shall have been obtained.
7.1.2 No Law preventing, prohibiting, restraining, or enjoining the consummation of the Closing shall have been enacted after the date hereof and no Order preventing, prohibiting, restraining, or enjoining the consummation of the Closing shall be in effect; provided, that any Order with respect to Antitrust Laws shall be disregarded for purposes of this Section 7.1.2.
Mutual Closing Condition. The respective obligations of each party for the Subsequent Closing is subject to the fulfillment, on or before the Subsequent Closing, of each of the following conditions, unless waived:
i. The waiting period applicable to the Initial Closing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 Act, if any, shall have expired or been terminated.
ii. There shall have been no Law enacted, entered, promulgated, enforced or deemed applicable by any Governmental Entity of competent jurisdiction that is in effect and makes illegal or otherwise prohibits or materially delays the consummation of the Subsequent Closing.
iii. The aggregate number of Shares to be issued shall not equal or exceed 20.0% of either (a) the total number of shares of Common Stock outstanding on the date of the Subsequent Closing or (b) the total voting power of the Company’s securities outstanding on the Subsequent Closing that are entitled to vote on a matter being voted on by holders of the Common Stock.
iv. In accordance with the Trading Market interpretations and guidelines relating to obtaining stockholder approval upon a change of control, the Company shall not issue to the Purchaser an aggregate number of Shares such that the Purchaser would own, or have the right to acquire, 20.0% or more of the Company’s total number of shares of Common Stock outstanding or total voting power of the Company’s securities outstanding, upon the Subsequent Closing, unless and until the Company obtains stockholder approval in connection with such issuance.
Mutual Closing Condition. There shall have been no Law enacted, entered, promulgated, enforced or deemed applicable by any Governmental Entity of competent jurisdiction that is in effect and makes illegal or otherwise prohibits or materially delays the consummation of the Closing. If the Closing has not occurred for any reason on or prior to three days after the Closing Date, the Company shall promptly (but not later than one Business Day thereafter) return the Purchase Amount to each Purchaser by wire transfer of United States dollars in immediately available funds to the account specified by such Purchaser, and any book entries for the Securities (or, in the case of the Warrants, certificates) shall be deemed canceled; provided that, unless this Agreement has been terminated pursuant to Section 10.14 hereof, such return of funds shall not terminate this Agreement or relieve such Purchaser of its obligations to purchase, or of the Company of its obligations to issue and sell, the Securities at the Closing.
Mutual Closing Condition this Agreement is conditioned on the ON Transactions closing simultaneously with the closing of the transactions contemplated under this Agreement (the “Mutual Condition”). The parties agree that the Mutual Condition is a true condition precedent to this Agreement and may not be waived by either party. If the Mutual Condition is not satisfied by the Closing Date, then this Agreement shall be null and void, and all of the obligations of the parties provided for herein shall be at an end (except those which are to survive termination pursuant to this Agreement), unless expressly extended or otherwise agreed upon by the parties at their sole and absolute discretion. Notwithstanding the foregoing, the Closing shall be deemed to be a waiver by each of the parties of compliance with any and all conditions included for its benefit and not otherwise satisfied or waived on the Closing Date, but shall not release any party from liability with respect to the covenants, representations and warranties on its part contained in Section 5.1 or 5.3
Mutual Closing Condition. Any Purchaser or the Company may, upon prior notice to the other, not effect the Closing if from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the 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 United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities, pandemic 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 the Company or such Purchaser, makes it impracticable or inadvisable to sell or purchase the Securities at the Closing.
Mutual Closing Condition
