Conditions Precedent to the Obligations of the Company. The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.
Conditions Precedent to the Obligations of the Company. The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.
(a) Accuracy of the Investor's Representations and Warranties. The representations and warranties of the Investor shall be true and correct in all material respects.
(b) Performance by the Investor. The Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.
Conditions Precedent to the Obligations of the Company. The obligation of the Company to sell the Securities at the Closing is subject to the satisfaction or waiver by the Company, at the Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Company. The obligations of the Company to consummate the Contemplated Transactions and to take the other actions required to be taken by the Company at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Company, in whole or in part):
Conditions Precedent to the Obligations of the Company. The obligation of the Company to issue a Note to an Investor at the Closing is subject to the satisfaction or waiver by the Company, at or before such Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Company. The obligations of the Company hereunder are, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:
Conditions Precedent to the Obligations of the Company. The obligation of the Company to consummate the Merger is also subject to the satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by the Company:
Conditions Precedent to the Obligations of the Company. The Company's obligation to sell and issue the Stock at the Closing is subject to the satisfaction of the following conditions:
(a) the representations and warranties made by the Investors in Section 4 hereof shall be true and accurate in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date;
(b) all covenants and agreements contained in this Agreement to be observed by the Investors on or prior to the Closing shall have been performed or complied with in all material respects;
(c) each Investor shall have delivered the following documents to the Company:
(i) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor;
(ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of the Closing Date, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor;
(d) each of the consents identified or required to be identified in Part 3.6 of the Disclosure Schedule shall have been obtained and shall be in full force and effect;
(e) the Merger shall have been consummated pursuant to all of the material terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; and
(f) neither the consummation nor the performance of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the Company as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result ...
Conditions Precedent to the Obligations of the Company. The obligation of the Company to issue the Units at a Closing is subject to the satisfaction or waiver by the Company, at or before such Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Company. The obligations of the Company to issue the Note, the Warrant and the Commitment Shares are subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:
