Conditions of Placement Agent’ Obligations Clause Samples

Conditions of Placement Agent’ Obligations. The obligations of the Placement Agent hereunder are subject to the following conditions: (a) Filings with the Commission. The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act at or before 5:30 p.m., Eastern time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Securities Act).

Conditions of Placement Agent’ Obligations. The obligations of the Placement Agent hereunder are subject to the following conditions: (a) No Stop Orders. Prior to the Closing: (i) no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings initiated under Section 8(d) or 8(e) of the Securities Act for that purpose shall be pending or threatened by the Commission, and (ii) any request for additional information on the part of the Commission (to be included in the Registration Statement, the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent.

Conditions of Placement Agent’ Obligations. The obligations of the Placement Agent hereunder are subject to the following conditions:

Conditions of Placement Agent’ Obligations. The obligations of the Placement Agent hereunder to cause the Closing to occur are subject to the fulfillment, at or before the Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date or time, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date or time, as applicable. (b) The Company and the investors shall have entered into the Securities Purchase Agreements and the Registration Rights Agreement and the other Offering Documents, in form and substance reasonably satisfactory to the Placement Agent, and such agreements shall be in full force and effect. (c) The Company shall have performed and complied in all material respects with all agreements and covenants required to be performed by it as contained herein, and the Company shall have performed and complied in all material respects with all agreements and covenants required to be performed by it as contained in the Securities Purchase Agreements, at or before the Closing, including, without limitation, the Company obtaining all necessary consents in connection with the transactions contemplated herein and in the Securities Purchase Agreements. (d) The Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated as of the Closing Date, certifying as to the fulfillment of the conditions set forth in subparagraphs (a) and (c) above. (e) The Company shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to the Closing Date from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions contemplated by this Agreement, certified by the Chief Executive Officer of the Company. (f) The Company shall deliver to the Placement Agent a signed opinion of counsel to the Company, substantially in the form annexed hereto as Exhibit B. (g) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Securities will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with ...

Conditions of Placement Agent’ Obligations. Your obligations as Placement Agent are subject (as of the date hereof and as of each Closing), to the accuracy of the representations and warranties of the Company contained herein in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case it shall be true and correct in all respects) and to the performance by the Company of its covenants and agreements hereunder in all material respects, and to the following additional conditions: (a) Since the respective dates as of which information is given in the Memorandum (including any supplement thereto), and except as set forth in or contemplated by the Memorandum: (i) there shall not have been any change in the capital stock of the Company or any material change in the long-term debt of the Company; and (ii) there shall not have been any material adverse change in the general affairs, management, or result of operations of the Company, taken as a whole. (b) Since the date as of which information is given herein, there shall have been no litigation instituted against the Company and since such date there shall be no proceeding instituted or, to the knowledge of the Company, threatened against the Company or any of its respective officers or directors, before or by any federal, state or county court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding would materially and adversely affect the Company taken as a whole. (c) Completion of due diligence, including financial, legal, tax, business, environmental and accounting due diligence, to the satisfaction of the Placement Agent in its reasonable discretion, with regard to the Company. (d) The terms and conditions of the Subscription Agreement, Registration Rights Agreement and any other agreement required to complete the purchase of the Shares and Notes in the Bridge Unit Offering shall be acceptable to the Placement Agent in its reasonable discretion; provided, however, that the Placement Agent acknowledges that it has reviewed those specific terms and conditions of such agreements which are described in the Memorandum prior to the date hereof. (e) The terms and conditions of the Company’s other debt instruments and equity securities (to be included on the Company’s balance sheet immediately following the final Closing) shall be acceptable to the Placement Agent in its r...

Conditions of Placement Agent’ Obligations. The obligations of the Placement Agent to purchase and pay for the Public Securities, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations hereunder; and (iv) the following conditions: