Conditions for Closing Clause Samples
The "Conditions for Closing" clause defines the specific requirements that must be satisfied before a transaction, such as a sale or merger, can be finalized. Typically, these conditions may include obtaining regulatory approvals, securing necessary third-party consents, or ensuring that all representations and warranties remain true up to the closing date. By clearly outlining these prerequisites, the clause ensures that both parties are protected and that the transaction only proceeds when all agreed-upon standards are met, thereby reducing the risk of disputes or incomplete transfers.
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Conditions for Closing. 5.1. Conditions for the Company to Satisfy. The several obligations of each Purchaser to purchase its respective Note and Warrant as contemplated by this Agreement is subject to satisfaction of the following contingencies at or prior to Closing:
(a) The Company shall have obtained all third party consents required in connection herewith, including consents to pledge the Collateral to the Purchasers as security for the Notes.
(b) The Company shall have executed and delivered to the Purchasers at Closing the Transaction Documents.
(c) The Company shall have satisfied all judgment liens against it filed of record with the U.S. Patent and Trademark Office or otherwise.
(d) The Company shall have obtained the written consent of Fusion Capital Fund II, LLC, an Illinois limited liability company and prospective funding source for Millenium upon consummation of the Merger, to the transactions contemplated hereby in such form as the Purchasers shall require.
(e) The Company shall have paid Whitebox Advisors a $180,000 cash origination fee related to the transactions contemplated hereby.
(f) Sheppard, Mullin, R▇▇▇▇▇▇ & Hampton LLP, legal counsel to the Company (“SMRH”), shall have delivered an opinion to the Purchasers with respect to the following matters (which opinion may contain customary exclusions and limitations that are reasonably acceptable to counsel for the Purchasers):
(i) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all corporate power and authority necessary to own its properties and to conduct its business as, to SMRH’s knowledge, it is presently conducted. The Company is qualified to do business and is in good standing in each state where it owns or leases any material property or conducts any material business, except where a failure to so qualify would not have a material adverse effect on the Company.
(ii) The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents.
(iii) The Transaction Documents have been duly authorized by all necessary corporate action on the part of the Company.
(iv) The authorized capital stock of the Company consists of 10,000,000 shares of Common Stock, par value $0.00025 per share, 6,874,429 shares of which to SMRH’s knowledge are issued and outstanding prior to the Closing, and 5,000,000 shares of Preferred Stock, par value $0.00025 per share, 35...
Conditions for Closing. 60 11.3 Acts to be performed at Closing................................ 61 11.4
Conditions for Closing. 3.1 The obligations of the Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, or waiver by the Buyers (in their sole discretion) in writing of the following conditions precedent (the “Conditions”) prior to the Closing:
(a) each of the Warranties made by the Sellers in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date;
(b) each of the Sellers shall have performed or complied with all agreements, obligations and covenants contained in this Agreement that are required to be performed or complied with by each of the Sellers prior to the Closing;
(c) there shall be no proceedings pending, or threatened, against any of the Buyers, the Sellers or the Company arising out of or in connection with this Agreement or its subject matter (including, without limitation, its validity, formation at issue, effect, interpretation, performance or termination);
(d) all authorization and consents of any governmental authority, and any permits in connection with the Closing as contemplated under this Agreement, shall have been duly obtained and effective as of the Closing Date; including but not limited to the completion of the following:
(i) the approval of the transactions contemplated under this Agreement with the local MOC (including Circular 10 approval); and
(ii) the registration of the transfer of the Acquired Equity Interests from Sellers to the Buyers with the local AIC.
(e) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which (i) is in effect and (ii) has the effect of making the transfer of the Acquired Equity Interests to the Buyers illegal or otherwise prohibiting or preventing the transfer of the Acquired Equity Interests or of the transactions contemplated under this Agreement;
(f) the delivery of necessary documents for the Closing, including but not limited to the copies of the documents listed under Articles 3.1, Article
6.2.1 and the duly executed Agreement;
(g) the due execution of a joint venture contract (the “JV Contract”) between the Seller and the Buyers substantially in the form and substance of Schedule 3 attached hereto; and an agreed articles of association (the “AOA”) of the Company substantially in the form ...
Conditions for Closing. The Closing of the transactions contemplated by this Agreement is conditioned upon the following:
Conditions for Closing. The obligation of Lender to close the Loans hereunder is subject to receipt by Lender of the following documents, fully executed, and completion of the following matters, in form and substance satisfactory to Lender:
Conditions for Closing. Your obligation to close the Loan hereunder is subject to receipt by you of the following documents, fully executed, and completion of the following matters, all in form and substance satisfactory to you:
Conditions for Closing. The obligation of the Bio-Rad Parties and the IL Parties to effect the consummation of the transactions contemplated hereby is subject to the fulfillment prior to the Closing (or waiver by each of the other Parties for whose benefit the conditions exist) of the conditions that:
(a) The representations and warranties contained herein with regard to each of the Bio-Rad Parties and the IL Parties are true and correct in all respects as of the Closing Date with the same effect as though made as of the Closing Date.
(b) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in effect, and no law shall have been enacted by any governmental entity (of the United States or otherwise) which prevents the consummation of the transactions contemplated hereby; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted.
Conditions for Closing. ======================
Conditions for Closing. 26 8.2 Conditions to Obligations of Purchaser....................27 8.3 Conditions to Obligations of the Company and Selling Shareholders...............................................29
Conditions for Closing. 5.1 Conditions to each party’s obligations with respect to the Shares. The obligation of each party to close the purchase and sale of the Shares as contemplated by this Agreement is subject to satisfaction of the following conditions at or prior to Closing:
(a) The conditions to the Company’s obligations to close the transactions under the Wilhelmina Agreement shall be satisfied (or waived by the Company, to the extent capable of being waived under law), and the closing of the transactions under the Wilhelmina Agreement shall occur substantially concurrently with the Closing hereunder.
(b) There shall not be any law, regulation or order enacted, entered, promulgated, enforced or issued by any governmental authority or court or other legal restraint preventing, prohibiting or rendering illegal the consummation of the transactions under this Agreement.
(c) There shall not be any legal proceedings or order seeking to restrain or to invalidate the transactions contemplated hereunder, which, if resolved unfavorably, could reasonably be expected to result in a material adverse effect on the Purchaser or the Company (giving effect to the closing of the transactions under the Wilhelmina Agreement).