Second Closing Conditions. The respective obligations of each Anchor Investor, on the one hand, and the Company, on the other hand, to consummate the Second Closing are each subject to the satisfaction of the following conditions prior to the Second Closing:
(A) The First Closing shall have been consummated in accordance with the terms of this Agreement;
(B) The Rights Offering shall have been consummated in accordance with the terms of this Agreement; and
(C) The Company shall have received (or shall receive concurrently with the Second Closing) proceeds from the sale of the Common Shares pursuant to the Investment, the Other Private Placements and the Rights Offering, in each case at the purchase prices set forth herein and at a price per share of $0.40, an aggregate amount of not less than $275,000,000.
Second Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Second Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Second Closing Date shall have been performed; and
(iii) the delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Second Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date) except as disclosed in Disclosure Schedule as updated by the Company to reflect changes since the Closing Date through the Second Closing Date;
(ii) the Company shall have obtained audits of the Company’s financial statements for the years ending December 31, 2019 and 2020 by a PCAOB-audited firm, and the Company, and, if there is a counterparty necessary to the Going Public Transaction, such counterparty, shall each have delivered an officer’s certificate to the Purchasers attesting to such party’s readiness to close the Going Public Transaction;
(iii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; and
(iv) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement.
Second Closing Conditions. The obligations of the Parties to effect the Second Closing shall be subject to the satisfaction or waiver in writing of following conditions applicable to each of them as set forth below:
Second Closing Conditions. The respective obligations of each Purchaser, on the one hand, and the Company, on the other hand, to consummate the Second Closing are each subject to the satisfaction of the following conditions prior to the Second Closing:
(A) The First Closing shall have been consummated in accordance with the terms of this Agreement;
(B) The Rights Offering shall have been consummated in accordance with the terms of this Agreement;
(C) The Company shall have received (or shall receive concurrently with the Second Closing) proceeds from the sale of the Common Shares pursuant to the Private Placement, the Anchor Investment and the Rights Offering, in each case at the purchase prices set forth herein and at a price per share of $0.43, an aggregate amount of not less than $275,000,000;
(D) The conditions stated in Section 1.2(e)(2)(M) and (N) shall remain satisfied as of the Second Closing Date;
(E) The representations and warranties of the Company set forth in paragraphs (f) and (ii) of Schedule I shall be true and correct in all respects; and
(F) The representations and warranties of the Purchasers in Section 2.3(a) through (h) shall be true and correct in all respects.
Second Closing Conditions. The obligation of the Company to ------------------------- issue and sell the Xxxxx Purchased Shares shall be subject to the satisfaction as determined by, or waiver by, the Company of the following conditions on or before the Second Closing Date:
Second Closing Conditions. (a) The obligations of the Company hereunder to consummate the Second Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Second Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of Purchaser required to be performed at or prior to the Second Closing Date shall have been performed; and
(iii) the delivery by Purchaser of the Second Closing Subscription Amount.
(b) The obligations of the Purchaser hereunder to consummate the Second Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Second Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Second Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(b)(i) of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(v) the Common Stock shall be listed or quoted for trading on any Trading Market.
(c) The conversion limitation described in Section 4.2 shall have been eliminated;
(d) There shall have been no material litigation filed or threatened against the Company;
(e) The Company shall have binding commitments to finance its oil and gas operations, exclusive of Purchaser, in an amount of not less than $8 million; and
(f) Three fifths (3/5) or more of the members of the Board of Directors of the Company shall have been appointed by the Purchaser.
Second Closing Conditions. The obligation of Lender to issue to the Company the Note at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions:
(a) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date.
(b) The Company shall have executed and delivered to Lender the Note, dated as of the Second Closing Date, in the principal amount of Three Hundred Thousand Dollars ($300,000);
(c) The Company shall have delivered to the Escrow Agent the Pledged Shares and the Transfer Documents (as such terms are defined in the Insider Pledge and Escrow Agreement), including, without limitation, executed medallion guaranteed stock powers as required pursuant to the Insider Pledge Agreement.
(d) The Company shall have certified, in a certificate executed by two (2) officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been satisfied.
Second Closing Conditions. “Second Closing Conditions” has the meaning given that term in the Asset Purchase Agreement.
Second Closing Conditions. The Company's obligation to issue and deliver the Preferred Shares at the Second Closing shall be subject to the following conditions to the extent not waived in writing by the Company:
Second Closing Conditions. Each Purchaser's obligation to purchase Preferred Shares at the Second Closing shall be subject to the following conditions to the extent not waived in writing by such Purchaser:
