Common use of Termination of Obligations to Effect Closing; Effects Clause in Contracts

Termination of Obligations to Effect Closing; Effects. 8.1 The obligations of the Company, on the one hand, and the Purchasers, on the other hand, to effect the Closing shall terminate as follows: (a) upon the mutual written consent of the Company and Purchasers that agreed to purchase a majority of the Securities to be issued and sold pursuant to this Agreement; (b) by the Company if any of the conditions set forth in Section 6 shall not have been fulfilled within ten business days following the Effective Date, and shall not have been waived by the Company; or (c) by a Purchaser (with respect to itself only) if any of the conditions set forth in Section 7 shall not have been fulfilled within ten business days following the Effective Date, and shall not have been waived by the Purchaser; provided, however, that, except in the case of clauses (b) and (c) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. 8.2 Nothing in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Achaogen Inc)

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Termination of Obligations to Effect Closing; Effects. 8.1 The obligations of the Company, on the one hand, and the Purchasers, on the other hand, to effect the Closing shall terminate as follows: : (a) upon the mutual written consent of the Company and such Purchasers that agreed to purchase a majority of the Securities Shares to be issued and sold pursuant to this Agreement; ; (b) by the Company if any of the conditions set forth in Section 6 shall not have been fulfilled within ten business days following the Effective Date, and shall not have been waived by the Company; or (c) by a Purchaser (with respect to itself only) if any of the conditions set forth in Section 7 6.1 shall not have been fulfilled within ten business days following become incapable of fulfillment with respect to the Effective Date, Company and shall not have been waived by the Purchaser, prior to the Closing Date; provided, however, thatthat if the failure of any such condition is a result of any curable breach by the Company of this Agreement, except in such breach has not been cured by the case earlier of clauses (b) and 10 days after the giving of written notice by the Purchaser to the Company of the breach; or (c) aboveby the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, with respect to the party seeking Purchasers and shall not have been waived by the Company, prior to terminate its obligation to effect the Closing shall not then be in breach Date; provided, however, that if the failure of any such condition is a result of its representationsany curable breach by the Purchaser of this Agreement, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in not been cured by the circumstances earlier of 10 days after the giving rise of written notice by the Company to such party’s seeking the Purchaser of the breach. provided, however, that the right to terminate its obligation to effect the Closing. 8.2 Nothing in this Agreement under this Section 8 7.1 shall not be deemed available to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or whose failure to impair the right of any party to compel specific performance by any other party of comply with its obligations under this Agreement has been the cause of or resulted in the other Transaction Documentsfailure of the Closing to occur.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lifecore Biomedical, Inc. \De\)

Termination of Obligations to Effect Closing; Effects. 8.1 The obligations of the Company, on the one hand, and the Purchasers, on the other hand, to effect the Closing shall terminate as follows: (a) upon the mutual written consent of the Company and Purchasers that agreed to purchase a majority of the Securities Shares to be issued and sold pursuant to this Agreement; (b) by the Company if any of the conditions set forth in Section 6 shall not have been fulfilled within ten business days following the Effective Datebecome incapable of fulfillment, and shall not have been waived by the Company; or; (c) by a Purchaser (with respect to itself only) if any of the conditions set forth in Section 7 shall not have been fulfilled within ten business days following the Effective Datebecome incapable of fulfillment, and shall not have been waived by the Purchaser; or (d) by either Company or Purchaser if the Closing has not occurred by June 30, 2019; provided, however, that, except in the case of clauses (b) and (c) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. 8.2 Nothing in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Codexis, Inc.)

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Termination of Obligations to Effect Closing; Effects. 8.1 The obligations of the Company, on the one hand, and the Purchasers, on the other hand, to effect the Closing shall terminate as follows: : (a) upon the mutual written consent of the Company and Purchasers that agreed to purchase a majority of the Securities to be issued and sold pursuant to this Agreement; ; (b) by the Company if any of the conditions set forth in Section 6 shall not have been fulfilled within ten business days following the Effective Datebecome incapable of fulfillment, and shall not have been waived by the Company; or or (c) by a Purchaser (with respect to itself only) if any of the conditions set forth in Section 7 shall not have been fulfilled within ten business days following the Effective Datebecome incapable of fulfillment, and shall not have been waived by the Purchaser; provided, however, that, except in the case of clauses (b) and (c) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s 's seeking to terminate its obligation to effect the Closing. 8.2 Nothing in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Puissance Cross-Border Opportunities III LLC)

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