Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion.
a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser.
b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above.
c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto.
d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller at or prior to the Transfer Closing Date.
e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
Conditions to Purchaser’s Obligation to Purchase. Purchaser’s obligation to purchase is expressly conditioned upon each of the following:
Conditions to Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions may be waived by the Purchaser at any time in its sole discretion:
5.1. The Company shall have executed this Agreement and the Note and delivered the same to the Purchaser.
5.2. The Company shall have delivered to the Purchaser fully executed copies of all other Transaction Documents required to be executed by the Company herein or therein.
Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Preferred Shares to be purchased by it at the Closing and the payment of the Purchase Price is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that such conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in such Purchaser's sole discretion:
(a) The Company and SJP shall have executed this Agreement and the Company shall have executed the Registration Rights Agreement, and each shall have delivered executed copies to Purchaser.
(b) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Colorado and a copy thereof certified by the Secretary of State of the State of Colorado shall have been delivered to Purchaser.
(c) The Company shall have delivered to Purchaser duly executed certificates (each in such denominations as Purchaser shall request) representing the Preferred Shares being so purchased by Purchaser in accordance with Section 1(b) above.
(d) The Common Stock shall be authorized for quotation and listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board and trading in the Common Stock (or the AMEX, the NYSE, the NNM, the SmallCap generally or the Bulletin Board) shall not have been suspended by the SEC, the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable, and the Conversion Shares shall be listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable.
(e) The representations and warranties of the Company and SJP shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date) and the Company and SJP shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company or SJP, as applicable at or prior to the Closing Date. Such Purchaser shall have received certificates, executed by the Chief Executive Officer of the Company and of SJP, dated as of the Closing Date to the foregoing effect and as to such other matters as Purchaser may reasonably request.
(f) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or end...
Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Debentures on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided, that these conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in its sole discretion by providing Seller with prior written notice thereof:
(a) On or prior to the Closing Date, each Seller shall have delivered to the Escrow Agent the Purchased Debentures being purchased in such Closing.
(b) On or prior to the Closing Date, each Seller shall have delivered to the Escrow Agent the Outstanding Warrants.
(c) On or prior to the Closing Date, the Company shall have raised gross proceeds of at least $10,000,000 in a financing transaction (the “Financing”).
(d) The representations and warranties of each Seller shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true as of such specified date), and each Seller 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 Seller at or prior to the Closing Date.
Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Note and the Warrant from the Company at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:
Conditions to Purchaser’s Obligation to Purchase. Purchaser’s obligation to purchase the Property is expressly conditioned upon satisfaction of those conditions set forth below. In the event any of the conditions set forth below are not satisfied at Closing, Purchaser may (i) waive such failed condition and close this transaction as contemplated hereby, or (ii) terminate this Agreement by written notice to Seller on the Closing Date, in which event, the Deposit shall be promptly returned to Purchaser and neither party shall have any obligation to the other hereunder, except for those obligations of Seller or Purchaser which, by their terms, expressly survive Closing. Notwithstanding the foregoing, if any of the conditions to Closing for Purchaser under this Section 4.1 or any of the conditions to Closing for Seller under Section 4.2 are not satisfied as a result of a default by Purchaser or Seller, then their respective rights, remedies and obligations shall be governed in accordance with Article XII.
Conditions to Purchaser’s Obligation to Purchase. The Company understands that Purchaser's obligation to purchase the Initial Shares and the Additional Shares on the Initial Closing Date and the Additional Closing Date, respectively, pursuant to this Agreement is conditioned upon:
(a) the accuracy in all material respects on each such date of the representations and warranties of the Company contained in this Agreement as if made on such date and the performance by the Company on or before each such date of all covenants and agreements of the Company required to be performed on or before such date;
(b) on or before each such date, Purchaser having received an opinion of counsel for the Company, dated on each such date;
(c) there not being in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained, nor there being any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; and
(d) from and after the date hereof to and including the Initial Closing Date and the Additional Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD.
Conditions to Purchaser’s Obligation to Purchase. The Purchaser's obligation to purchase the Shares is conditioned upon:
(a) Purchaser's receipt and acceptance of this agreement for all the Shares, as evidenced by execution of this agreement by the Purchaser, and delivery to Purchaser of certificates evidencing the Shares, bearing no legend except the Regulation S legend as described herein; and
(b) The absence of any event or circumstance that could reasonably be expected to have a material adverse effect on the Company or on the market price of the Company's Common Stock. The Purchaser shall have the right to rescind the agreement should any such event come to pass during the pendency of this agreement.
Conditions to Purchaser’s Obligation to Purchase. Purchaser will have no obligation to purchase the Property unless all of the following conditions precedent have been satisfied:
(a) the Completion of the Improvements is completed in accordance with the Plans and Specifications, as previously approved by the City of Atwater, and this Agreement;
(b) the Premises are not destroyed or damaged by fire or other casualty and, if any casualty has occurred, the premises are restored to a condition equivalent with the Completion of the Improvements;
(c) Seller owns good, Marketable, and Insurable fee simple title, free of all Title Defects for the real property. Seller owns good title free of all Title Defects for the balance of the Property. The Title Policy has been issued to Purchaser at Closing, with evidence of payment for the policy, and with any endorsements that Purchaser may reasonably request;
(d) Purchaser has received an opinion of counsel acceptable to Purchaser stating that the Premises and the Improvements comply with all applicable zoning laws and other Requirements of the Governmental Authorities having jurisdiction relating to land use and development control and stating other matters that Purchaser may reasonably request, said opinion to be provided by Seller;
