Purchasers Obligations to Close. The obligation of each Purchaser to purchase the number of Shares set forth next to such Purchaser’s name on Exhibit A hereto shall be subject to the following conditions, any one or more of which may be waived in writing by the Purchasers: (a) the Company’s issuance and sale to all Purchasers, pursuant to this Agreement, on the Closing Date of an aggregate of no less than 4,000,000 Shares; (b) the Company’s concurrent issuance and sale of the Notes and Warrants; (c) the Company’s concurrent execution and delivery of the CD&L Agreements; (d) the delivery to the Purchasers of a legal opinion in the form attached hereto as Exhibit D; (e) the delivery of written consents from the holders of a majority of the Company’s outstanding Common Stock approving the issuance of the Conversion Shares; (f) the delivery of the executed MNO Consent and P Consent; (g) the Company’s filing of the Certificate of Designations for the Shares; (h) the representations and warranties of the Company contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing (except with respect to representations and warranties which are made as of a specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered); (i) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; (j) delivery to each Purchaser by the Secretary or Assistant Secretary of the Company of a certificate stating that the conditions of this Section 2.3 have been fulfilled; and (k) delivery to each Purchaser by the Company of an executed copy of the Registration Rights Agreement in the form attached hereto as Exhibit B.
Purchasers Obligations to Close. 1. Receipt of all necessary third party and governmental approvals.
Purchasers Obligations to Close. The obligation of Purchaser to proceed with Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Seller, any one or more of which may be waived in whole or in part by Purchaser:
Purchasers Obligations to Close. The obligation of each Purchaser to purchase the number of Shares set forth above Purchaser’s name on the signature page hereto shall be subject to the following conditions, any one or more of which may be waived in writing by the Purchasers: (a) the documents contemplated by Sections 2.1 and 2.3 of this Agreement; (b) the representations and warranties of the Company contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing (except with respect to representations and warranties which are made as of a specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered); (c) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (d) delivery to each Purchaser by the Secretary or Assistant Secretary of the Company of a certificate stating that the conditions of this Section 2.3 have been fulfilled.
Purchasers Obligations to Close. 1. Simultaneously with or immediately after the purchase of the Acquired Interests at the Closing, the lender under the Equity Bridge Loan Agreement, or its agent, will have released any security interest, lien or any other encumbrance on the membership interests of (i) Seller created pursuant to the Pledge Agreement, dated December 20, 2013, among Panhandle Pledgor LLC, Seller, and Xxxxxx Xxxxxxx Senior Funding, Inc., as collateral agent, and will have returned the certificate(s), if any, representing such membership interests to Panhandle Pledgor LLC, and (ii) Panhandle B Member 2 LLC created pursuant to the Pledge and Security Agreement, dated December 20, 2013, between Seller and Xxxxxx Xxxxxxx Senior Funding, Inc., as collateral agent, and will have returned the certificate(s), if any, representing such membership interests to Seller.
Purchasers Obligations to Close. 1. Receipt by Purchasers of a copy of each Tax Equity Document, each Principal Project Document and each legal opinion, certificate and other closing deliverables (solely with respect to PEGI, excluding any deliverables being provided by or on behalf of PEGI as the Pattern Guarantor) being delivered to the Class A Equity Investor on or prior to the Funding Date, pursuant to Section 5.3 of the ECCA (excluding (i) the bring-down of the tax opinion being delivered to the Class A Equity Investor pursuant to Section 5.3(i) of the ECCA, (ii) the Appraisal addressed and delivered solely to the Class A Equity Investor pursuant to Section 5.3(cc)(ii) of the ECCA and (iii) any other document, legal opinion, certificate or other closing deliverable that by its terms prohibits disclosure thereof to the Purchasers). For purposes of this paragraph 1, defined terms used but not otherwise defined herein shall have the applicable meaning set forth in the ECCA.
Purchasers Obligations to Close. The obligation of Purchasers to close the sale/purchase transaction hereunder shall be conditioned upon the satisfaction of the following conditions, any of which may be waived by written notice from Purchasers to Seller, and all of which shall be deemed waived upon Closing: (i) Seller shall have performed in all material respects each of the obligations of Seller set forth in this Agreement as of the Closing Date; (ii) Seller’s Representations and Warranties shall be true and correct in all material respects as of the Closing as if remade on the Closing Date (subject only to Authorized Qualifications and such adjustments as set forth in the Seller’s Closing Certificate delivered at Closing); (iii) the Releases have been executed by the relevant parties in accordance with Section 3.1(c)(xii) and have been delivered to the German Notary; and (iv) Seller shall have delivered to Purchasers final transfer pricing studies, prepared by Ernst & Young in accordance with Section 9, Paragraph 3 of the German General Fiscal Code (Abgabenordnung) and the corresponding ordinance (Gewinnabgrenzungsaufzeichnungsverordnung), supporting the arm’s- 22 length nature (including interest rates and LTV ratios) of all intra-group debt arrangements (including shareholder loans) made to each of Owner A and Owner B prior to the Closing. (b)
