The Company’s Conditions. The obligations of the Company and Merger Sub to consummate the Transactions will be subject to the satisfaction (or waiver by the Company and Merger Sub, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
(a) (i) the GX Fundamental Representations shall be true, complete and correct as of the date of this Agreement and as of the Closing as though made as of the date of this Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a different time, in which case such representation and warranty shall be so true, complete and correct as of such different time) other than de minimis inaccuracies and (ii) the other representations and warranties of GX set forth in Article IV shall be true, complete and correct (without giving effect to any qualifications or limitations as to materiality or GX Material Adverse Effect set forth therein) as of the date of this Agreement and as of the Closing as though made as of the date of this Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a different time, in which case such representation and warranty shall be so true, complete and correct as of such different time) except, in the case of this clause (ii) for such failures to be true, complete and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a GX Material Adverse Effect;
(b) GX shall have performed in all material respects its covenants required to be performed by it under this Agreement at or prior to the Closing;
(c) at Closing, GX, the Company and the Company Subsidiaries will have, in the aggregate, Closing Cash in an amount equal to or greater than the Closing Cash Minimum;
(d) GX shall have delivered, or caused to be delivered, to the Company, the following:
(i) a counterpart to the Registration Rights and Lock-Up Agreement, duly executed by Xxxxxxx;
(ii) counterparts to the Exchange Agreement, duly executed by the Second Merger Surviving Company and Sponsor;
(iii) an affidavit described in Treasury Regulations section 1.1445-2(c)(3), with accompanying notice to the IRS, to the effect that GX is not and has not been a United States real property holding corporation within the relevant period, in each case executed as of the Closing Date by an appropriate officer and in form and substance satisfactory to the Company; and
(iv) a certi...
The Company’s Conditions. The obligation of Company hereunder to purchase the Other Securities is subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by the Company in its sole discretion):
The Company’s Conditions. The obligation of the Company to consummate the sale of the Purchased Securities to a Purchaser shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions with respect to such Purchaser (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by Law):
(a) (i) the representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality shall be true and correct when made and as of the Closing Date (except that any such representations and warranties made as of a specific date shall be required to be true and correct as of such date only) and (ii) all other representations and warranties of such Purchaser shall be true and correct in all material respects as of the Closing Date (except that any such representations of such Purchaser made as of a specific date shall be required to be true and correct in all material respects as of such date only); and
(b) such Purchaser shall have delivered, or caused to be delivered, to the Company at the Closing such Purchaser’s closing deliveries described in Section 2.7.
The Company’s Conditions. The Company's obligation to issue and sell the Series A Preferred Stock to be purchased on the Closing Date pursuant to this Agreement are subject to compliance by each Purchaser with its agreements herein contained, and to the satisfaction, on or prior to the Closing Date, of the following conditions:
The Company’s Conditions. The obligations of the Company to perform its obligations at Closing are subject to the fulfillment of the following conditions, any of which the Company may waive:
(a) SeqLL and Atlantic shall have complied with Section 3.2 and Section 3.5, respectively.
(b) SeqLL shall have delivered all other documents and other instruments as the Company may reasonably request in connection with the transactions contemplated by this Agreement.
The Company’s Conditions. The Company's obligation to issue and sell the Shares to be sold to the Investors at Closing is subject to the fulfillment or written waiver by the Company, prior to or at Closing, of the following conditions:
The Company’s Conditions. The obligations of Company to perform its obligations at Closing are subject to the fulfillment of the following conditions, any of which the Company may waive:
(a) Atlantic shall have complied with Section 3.3; and
(b) Atlantic shall have delivered all other documents and other instruments as the Company may reasonably request in connection with the transactions contemplated by this Agreement.
The Company’s Conditions. The obligation of the Company ------------------------ pursuant to Article III shall be subject to the satisfaction or waiver on the Closing Date of each of the following conditions precedent:
(a) No Injunctions or Restraints. No temporary restraining order or ---------------------------- preliminary or permanent injunction of any court or administrative agency of competent jurisdiction prohibiting the transactions contemplated by this Agreement shall be in effect.
The Company’s Conditions. The obligation of the Company to consummate the Option Closing or the Put Closing (each, a “Closing”), as applicable, shall be subject to the satisfaction (or waiver, if permissible under applicable Legal Requirements) of the following conditions:
(a) Each of the representations and warranties of ED and each Stockholder set forth in this Agreement, shall be true and correct in all material respects, in each case as of (i) the date of this Agreement; and (ii) the Closing, as though made on and as of the Closing, except for representations and warranties that are made as of the date of this Agreement (which shall be true and correct as of the date of this Agreement) and except where the failure or failures to be true and correct would not in the aggregate reasonably be expected to materially and adversely affect the Company.
(b) ED and each Stockholder shall have performed in all material respects all obligations and complied with all covenants required to be performed by it under this Agreement at or prior to the Closing.
(c) The Stockholders shall have delivered to the Company a certificate certifying the matters set forth in Sections 8.2(a) and (b).
The Company’s Conditions. The obligation of the Company to consummate the sale of the Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Company on behalf of itself in writing, in whole or in part, to the extent permitted by applicable law):
(a) the Purchaser shall have performed and complied in all material respects with the provisions of this Agreement that are required to be performed and complied with by the Purchaser on or prior to the Closing Date;
(b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects when made and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); and
(c) the Purchaser shall have delivered, or caused to be delivered, to the Company on the Closing Date, (i) payment to the Company of the aggregate purchase price for the Shares as specified in SECTION 2 by wire transfer(s) of immediately available funds and (ii) an officer’s certificate certifying that the conditions contained in (a) and (b) of this SECTION 7.3 have been satisfied.
