Option Closing Conditions Sample Clauses

Option Closing Conditions. The respective obligations of each Purchaser to purchase the Units upon exercise of the Company Option are subject to the following conditions being met: (i) the accuracy in all respects on the Option Closing Date of the representations and warranties of the Company contained herein as supplement by the updated Disclosure Schedules delivered pursuant to Section 4.18(b)(vi) above and such updated Disclosure Schedules shall be reasonably acceptable to such Purchaser; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Option Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 4.18(b) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the Closing Date; and (v) from the Call Date to the Option Closing Date, trading in the Common Stock shall not have been suspended by the Commission, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets 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 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 each Purchaser, makes it impracticable or inadvisable to purchase the Units at the Option Closing Date. In determining the number of Warrants to be issued upon the exercises of the Company Option from time to time, the Units being purchased by each Purchaser shall be aggregated and the number of Warrants to be issued to such Purchaser shall be rounded up or down to the nearest whole number of Warrant Shares except that if the Company Option is exercised for the full number of Units remaining under this Company Option with respect to a Purchaser, then Warrants in respect of the remaining balance of the Warrant Shares set forth opposite such Purchaser's name on Schedule 1 hereto in respect of the Company Option, as adjusted, shall be issued. In no event shall the Company be obligated to issue in the aggregate to any Purchaser Warrants to purchase more than the num...
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Option Closing Conditions 
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Related to Option Closing Conditions

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

  • Forward Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • Option Closing To the extent the Option is exercised, delivery of the Option Securities against payment by the Underwriters (in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier than the Closing Date) specified in the Option Notice.

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