Conditions to the Company’s Obligations. The Company’s obligation to issue and sell the Units to the Investor shall be subject to: (i) the receipt by the Company of the purchase price for the Units being purchased hereunder as set forth on the Signature Page and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing Date.
Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are subject to the prior satisfaction or waiver of the following ----------- conditions:
(a) All of the representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect.
(b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.
(c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied.
(d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.
(e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger.
(f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of...
Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon:
A. Delivery by Buyer to the Escrow Agent of the Purchase Price;
B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and
C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.
Conditions to the Company’s Obligations. The obligation of the Company to consummate the Exchange is subject to the fulfillment, to the Company’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:
Conditions to the Company’s Obligations. The obligation of the Company to sell and issue the Notes and Warrants to the Investors at the Closing is subject to the fulfillment, to the Company’s reasonable satisfaction, prior to or at the Closing in question, of each of the following conditions:
Conditions to the Company’s Obligations. The obligations of the Company under Section 1(b) of this Agreement are subject to the fulfillment at or before the Closing of each of the following conditions, any of which may be waived in writing by the Company:
Conditions to the Company’s Obligations. The Company's obligation to consummate the Transaction is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any or all of which may be waived in writing in whole or in part by the Company:
Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
Conditions to the Company’s Obligations. The obligations of the Company to issue and sell the Securities to Purchaser pursuant to this Agreement are subject to the satisfaction, at or prior to any Closing Date, of the following conditions:
(a) The representations and warranties of Purchaser contained herein shall be true and correct in all material respects on the Closing Date and Purchaser shall have performed and complied in all material respects with all agreements required by this Agreement to be performed or complied with by Purchaser at or prior to the Closing Date;
(b) The issue and sale of the Securities by the Company shall not be prohibited by any applicable law, court order or governmental regulation;
(c) Receipt by the Company of duly executed counterparts of this Agreement and the Registration Rights Agreement signed by Purchaser;
(d) The Company shall have received payment of Purchase Price, less the Expense Reimbursement Fee.
Conditions to the Company’s Obligations. The obligations of the Company hereunder are subject, during the full term of this Agreement and the Offering, to the conditions that: (a) at the effective date of the Registration Statement and thereafter during the term of this Agreement while any Shares remain unsold, the Registration Statement shall remain in full force and effect authorizing the offer and sale of the Shares; (b) no stop order suspending the effectiveness of the Offering or other order restraining the offer or sale of the Shares shall have been issued nor proceedings therefor initiated or threatened by any state regulatory agency or the SEC; and (c) the Investment Advisor shall have satisfactorily performed all of its obligations hereunder and complied with the covenants set forth in Section 6 hereof.
