Purchaser Conditions to Closing. Purchaser's obligation to purchase and pay for the Securities to be purchased by Purchaser at the Closing is subject to the satisfaction, as determined by, or waived by, Purchaser on or before the Closing Date, of the following conditions:
Purchaser Conditions to Closing. The obligations of the Purchaser to be performed at the Closing shall be subject to the satisfaction of the following conditions:
Purchaser Conditions to Closing. Notwithstanding anything in this Agreement that may be construed to the contrary, the following shall be conditions precedent to the obligation of Purchaser to proceed with the Closing (collectively, the “Purchaser Closing Conditions”):
Purchaser Conditions to Closing. The obligation of the Purchasers to make the loans hereunder on the Closing Date is subject to the satisfaction of the following conditions precedent:
Purchaser Conditions to Closing. The obligations of the Purchaser hereunder in connection with each Tranche Closing, and, with the exception of 2.3(ii) and (iii) below, with respect to each Final Tranche Installment Date, are subject to the following conditions being satisfied or waived:
Purchaser Conditions to Closing. At or prior to Closing, unless waived by Purchaser: (a) (i) No material law or Order shall have been enacted, entered, issued, promulgated or enforced by any Governmental Entity that prohibits or restrains any of the Transactions and (ii) no material action shall have been commenced by or before any Governmental Entity that seeks to restrain or materially and adversely alter the Transactions that in the reasonable good faith determination of Purchaser would render it unlawful to consummate the Transactions. (b) The representations and warranties of Seller and Company contained herein shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the Closing Date as though made on and as of the Closing Date and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, unless such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such date. (c) Seller and Company shall have performed all obligations and complied with all covenants set forth in this Agreement that are required to be performed or complied with by it at or prior to the Closing Date in all material respects. (d) Seller and Company shall deliver to Purchaser all of the following: (i) written resignations of all officers and directors of Company, effective as of the Closing Date; 24 (ii) a certificate of the Seller and Company signed by Seller and an authorized officer of Company to the effect that the conditions in Section 7.2(b) and Section 7.2(c) have been satisfied; (iii) a certificate of an executive officer of Company certifying to true and correct copies of the organizational documents of Company and certifying to a true and correct copy of the resolutions of the Board of Directors and of the sole stockholder of Company approving the Transactions, and certifying that such resolutions are in full force and effect; (iv) a certificate of good standing (or comparable certificates, including certificates of existence) as of a recent date with respect to Company issued by the appropriate Governmental Entity in each state where Company is organized; (v) the Books and Records of Company; and (vi) all other documents, instruments, certificates or other items required to be delivered at the Closing b...
Purchaser Conditions to Closing. The obligation of each Purchaser to purchase the Subscribed Shares at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived by such Purchaser with respect to such Purchaser only:
Purchaser Conditions to Closing. The Purchaser's obligation to purchase and pay for the Securities to be purchased by it at the Closing is subject to the satisfaction, as determined by, or waived by, the Purchaser on or before the Closing Date, of the following conditions: (a) Receipt of Securities. The Purchaser shall have received delivery of the Securities purchased by it in accordance with Section 2.2 and shall have purchased the Securities pursuant to this Agreement. (b) Opinion of the Company's Counsel. The Purchaser shall have received from Schwartz, Cooper, Xxxxxxxxxxx & Xxxxxx, Chartered, special counsel to the Company in connection with this transaction, an opinion, dated the Closing Date, as to the matters set forth on Exhibit "G" attached hereto, in form and substance reasonably satisfactory to the Purchaser and counsel. (c)
Purchaser Conditions to Closing. 6 3.2 Company Conditions to Closing....................................................9
Purchaser Conditions to Closing. At or prior to Closing, unless waived by Purchaser:
