The Company’s Conditions to Closing. The Company's obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment as of the Closing Date of the following conditions:
The Company’s Conditions to Closing. The Company’s obligations herein are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
The Company’s Conditions to Closing. The Company's obligation to sell the Note and the Related Documents at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:
The Company’s Conditions to Closing. The obligations of the Company hereunder are, at the Company's option, subject to satisfaction, on the Closing Date, of each of the following conditions:
a. The representations and warranties of SFX set forth in Article VI hereof are true and correct in all material respects; and
b. SFX shall have delivered the Contributed Assets to the Company, free and clear of any and all liens and encumbrances.
The Company’s Conditions to Closing. The Company's obligation to sell and issue the Series A Preferred Stock and Series B Preferred Stock at the Closing Date is subject to the fulfillment as of the Closing Date of the following conditions:
The Company’s Conditions to Closing. The obligation of the Company to complete the transactions contemplated in this Agreement is subject to the following terms and conditions for the exclusive benefit of the Company, to be fulfilled or performed at or prior to the time of Closing or waived in whole or in part by the Company at its sole discretion without prejudice to any rights the Company may otherwise have:
a) completion of the reorganization of PureRay Holdings and PureRay, including the continuation of PureRay Holdings under the CBCA, the amalgamation of PureRay Holdings and PureRay to form Amalco, the conversion of the Exchangeable Shares into common shares of Amalco and the conversion of the common shares of PureRay Holdings into Special Shares;
b) the Investors shall have delivered a release to the Company and the Directors substantially similar to the release set forth in Section 3 hereof and on such other terms as are acceptable to the Company;
c) the Company shall have filed its Form 10Q for the quarter ended January 31, 2009, all of which have been certified in accordance with SEC requirements by Xxxxxxx, as principal executive officer of the Company, and Xxxxxxxxx, as principal financial officer of the Company;
d) the Company shall have prepared and filed a preliminary and definitive proxy statement, together with nomination of a slate of board of directors, and called and held a meeting of shareholders for the purpose of obtaining shareholder approval of the transactions contemplated in this Agreement;
e) all directors and officers of the Company shall have submitted their resignations as directors and officers of the Company effective as at the time of Closing;
f) the representations and warranties of the Principals contained in this Agreement shall be true and correct in all material respects at the time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time; and
g) a majority of the Company’s shareholders shall have ratified and approved this Agreement and the transactions contemplated hereunder.
The Company’s Conditions to Closing. The obligation of the Company to consummate the Closing is subject to the fulfillment of each of the following conditions (except to the extent waived in writing by the Company in its sole discretion, to the extent permitted by applicable Law) as of the Closing:
The Company’s Conditions to Closing. The obligations of the Company under this Agreement shall be subject to the following (any of which may be waived by the Company in whole or in part):
(a) A definitive agreement between the Company and Pacific evidencing the terms and conditions of the Pacific Transaction shall have been unanimously approved by the disinterested directors of the Company.
(b) Each of the representations and warranties of TVF, Third Capital, Xxxxxxx and Xxxxx shall be true and accurate in all material respects as of the Closing and each of them shall have performed their respective covenants hereunder.
(c) No injunction, judgment, order, decree or ruling shall have been entered in any action, suit or proceeding pending before any court or agency of any federal, state or local jurisdiction that prevents the performance of the Parties' obligations hereunder, including but not limited to the purchase of the Shares contemplated by this Agreement.
The Company’s Conditions to Closing. The obligation of the Company to issue and sell the Preferred Shares at the Closing is subject to satisfaction, unless waived by the Company, of the conditions that no injunction, order, investigation, claim, action or proceeding before any court or governmental body shall be pending or threatened wherein an unfavorable judgment, decree or order would restrain, impair or prevent the execution, delivery or (where applicable) filing of this Agreement, the Rights Agreement or the Designation or the completion of any of the transactions contemplated hereby and thereby, declare unlawful the transactions contemplated by this Agreement or the Designation or cause any such transaction to be rescinded.
The Company’s Conditions to Closing. The obligations of the Company hereunder are, at the Company's option, subject to satisfaction, on the Closing Date, of each of the following conditions:
(a) The representations and warranties of KAB set forth in Article V hereof are true and correct in all material respects;
(b) KAB shall have delivered the Contributed Assets with good title, free and clear of any and all liens and encumbrances. For purposes of this Section 6.2, any Liens on the Partnerships Assets shall not be deemed to constitute Liens on the Contributed Interests.
