Conditions Precedent to Closings Clause Samples
Conditions Precedent to Closings. 5.1 Conditions Precedent to the Obligations of the Investors to Purchase Shares at the Closing. The obligation of each Investor to acquire Shares at the Closing is subject to the satisfaction or waiver by such Investor, at or before the Closing, of each of the following conditions:
Conditions Precedent to Closings. 5.1 Conditions Precedent to the Obligations. In addition to the conditions precedent set forth in Section 2.2 above, the obligation of each party to consummate this Agreement is subject to the satisfaction or waiver at or before such Closing of each of the following conditions:
Conditions Precedent to Closings. (a) The Company’s obligation to complete the purchase and sale of the Initial Shares and deliver such stock certificate(s) to the Purchaser at the Closings shall be subject to the following conditions, any one or more of which may be waived in writing by the Company: (i) receipt by the Company of same-day funds in the full amount of the purchase price for the Initial Shares being purchased hereunder; (ii) completion of the purchases and sales under the Agreements with Purchasers of Initial Shares having an aggregate purchase price of at least eight million US dollars ($8,000,000); (iii) the accuracy of the representations and warranties (as if such representations and warranties were made on the applicable Closing Date) made by the Purchasers and the fulfillment of those undertakings and covenants of the Purchasers required to be fulfilled prior to the applicable Closing; (iv) the Purchaser shall have executed and delivered to the Company the Registration Statement Questionnaire attached hereto as part of the Questionnaire, pursuant to which the Purchaser shall provide information necessary to confirm such Purchaser’s status as an “accredited investor” as defined in Rule 501 promulgated under the Securities Act; (v) no proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the applicable Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and (vi) the sale of the Initial Shares shall not be prohibited by any law or governmental order or regulation. The Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Initial Shares evidenced thereby shall be subject to the conditions: (aa) that the representations and warranties made by the Company herein are accurate as of the Initial Closing Date; (bb) that the Company has fulfilled all undertakings and covenants set forth herein required to be fulfilled prior to the Initial Closing; (cc) that the Common Stock shall be quoted on the Nasdaq National Market System (“Nasdaq”); (dd) the absence of any material adverse change affecting the Company, its financial condition or its results of operations; and (ee) the sale of Subsequent Shares shall not be prohibited by any law or governmental order or regulation.
(b) The Company’s obligation to complete the purchase a...
Conditions Precedent to Closings. On or prior to the initial Closing, the following shall occur:
a. The shareholders of the Company shall have approved a 1 for 5 reverse stock split while retaining 90,000,000 authorized common shares;
b. The Company shall have settled or resolved no less than 90% of the Company’s outstanding debt obligations for an aggregate amount not to exceed $750,000; provided, however, that such debt obligations shall be deemed not to include (i) debts owed to M▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to a promissory note or notes, (ii) debts owed to R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ pursuant to a promissory note and a consulting agreement, (iii) debts owed to D▇▇▇▇▇▇ and/or D▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ pursuant to a promissory note or notes, and (iv) and any debt exempted from the calculation by Purchaser;
c. The Company shall have extended the maturity date by 1 year of the $600,000 promissory note made by the Company in favor of J▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “S▇▇▇▇▇▇▇▇ Note”);
d. The Company shall have entered into an agreement with M▇. ▇▇▇▇▇▇▇▇▇ granting him the right to convert the S▇▇▇▇▇▇▇▇ Note into the common stock of the Company at a purchase price of $0.06 per share; and
e. The Company shall have delivered stock certificates representing 120 5% Convertible Preferred Shares, Series C.
Conditions Precedent to Closings. The obligations of each of the parties hereto in connection with the Closings are subject to the following conditions being met:
Conditions Precedent to Closings. On or prior to the initial Closing, the following shall occur:
a. The shareholders of the Company shall have approved a 1 for 5 reverse stock split while retaining 90,000,000 authorized common shares;
b. The Company shall have settled or resolved no less than 90% of the Company’s outstanding debt obligations for an aggregate amount not to exceed $750,000; provided, however, that such debt obligations shall be deemed not to include (i) debts owed to M▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to a promissory note or notes, (ii) debts owed to R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ pursuant to a promissory note and a consulting agreement, and (iii) debts owed to D▇▇▇▇▇▇ and/or D▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ pursuant to a promissory note or notes;
c. The Company shall have extended the maturity date by 1 year of the $600,000 promissory note made by the Company in favor of J▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “S▇▇▇▇▇▇▇▇ Note”);
d. The Company shall have entered into an agreement with M▇. ▇▇▇▇▇▇▇▇▇ granting him the right to convert the S▇▇▇▇▇▇▇▇ Note into the common stock of the Company at a purchase price of $0.06 per share;
e. The Company shall have delivered stock certificates representing 1,355 5% Convertible Preferred Shares, Series C to Flagstar Bank (the “Escrow Agent”) to be held in escrow until released pursuant to the terms hereof (2,400 certificates in total, less 1,045 certificates delivered at the initial closing); and
f. The Purchaser shall have deposited the sum of $1,355,000 in cash with the Escrow Agent. Notwithstanding anything contained herein to the contrary, Purchaser has no obligation to make an additional investment under the terms of this Agreement unless the conditions set forth in Section 1.2(4) have been satisfied, each and every time a request for an additional investment is made in accordance with the terms of Section 1.2(4).
Conditions Precedent to Closings. Section 5.1. (a) CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER TO PURCHASE THE SERIES B SHARES. The obligation of the Purchaser to purchase the Series B Shares is subject to the satisfaction or waiver by the Purchaser, at or prior to the Series B Closing, of each of the following conditions:
Conditions Precedent to Closings. 19 Section 5.1. (a) Conditions Precedent to Obligations of the Purchaser to Purchase the Series B Shares.......................... 19 Section 5.2. (a) Conditions Precedent to Obligations of the Purchaser to Purchase the Series C Shares.......................... 21 ARTICLE VI TERMINATION............................................... 23 Section 6.1. Termination by Mutual Consent............ 23
Conditions Precedent to Closings. 49 8.1 Conditions Precedent to Initial Closing.....................49 8.2 Conditions Precedent to Delayed Closings....................51
Conditions Precedent to Closings