Conditions Precedent to the Obligation of the Company Sample Clauses

Conditions Precedent to the Obligation of the Company. The obligation of the Company to perform its obligations hereunder at and after the Closing is subject to the satisfaction or written waiver, at or before the Closing, of all of the following conditions:

Conditions Precedent to the Obligation of the Company. The obligation hereunder of the Company to issue and sell the Securities to the Purchaser is subject to the satisfaction or waiver, at or before the Closing, of all of the following conditions:

Conditions Precedent to the Obligation of the Company. The obligation of the Company to consummate the Transactions shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any one or more of which may be waived by the Company, in whole or in part, to the extent permitted by applicable Law: (a) SEG and each member of the ▇▇▇▇▇▇▇ Group shall have performed and complied in all material respects with their respective agreements, obligations and covenants contained in this Agreement or in any Additional Agreement required to be performed and complied with by it or such member at or prior to the Closing Date, the respective representations and warranties of SEG and the ▇▇▇▇▇▇▇ Group set forth in this Agreement or in any Additional Agreement to which it is a party shall, if specifically qualified by materiality or knowledge, be true and correct and, if not so qualified, be true and correct in all material respects as of the date of this Agreement or such other Additional Agreement (as the case may be) and as of the Closing Date, with the same force and effect as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement or such other Additional Agreements), and the Company shall have received a certificate to that effect signed on behalf of SEG by its President and on behalf of the ▇▇▇▇▇▇▇ Group by the ▇▇▇▇▇▇▇ Representative. (b) On the Closing Date, there shall be no (i) injunction, writ or temporary, preliminary or permanent restraining order, (ii) order issued by a court of competent jurisdiction or other Governmental Agency or Authority the effect of which is to prevent or prohibit the consummation of the Transactions shall be in effect, nor shall any proceeding brought by a Governmental Agency or Authority seeking any of the foregoing be pending. (c) All corporate, partnership, trust or other actions on the part of each member of the ▇▇▇▇▇▇▇ Group necessary to authorize (i) the execution, delivery and performance of this Agreement and the other Additional Agreements to which the members of the ▇▇▇▇▇▇▇ Group are parties and (ii) the consummation of the Transactions, shall have been duly and validly taken and shall be in full force and effect. All such actions and all other actions, proceedings, instruments and documents required to carry out the Transactions and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for the Company and such counsel shall have been furnished wi...

Conditions Precedent to the Obligation of the Company. The obligation hereunder of the Company to proceed to close this Agreement and to issue and sell the Shares to the Purchaser is subject to the satisfaction or waiver, at or before the Initial Closing, and as of each Settlement Date of each of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion. (a) Accuracy of the Purchaser's Representations and Warranties. The representations and warranties of the Purchaser shall be true and correct in all material respects as of the date when made and as of the Initial Closing and as of each Settlement Date as though made at that time, except for representations and warranties that speak as of a particular date. (b) Performance by the Purchaser. The Purchaser shall have performed, satisfied and complied in all material respects with all material covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

Conditions Precedent to the Obligation of the Company. The obligations hereunder of the Company are subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. (a) ACCURACY OF EACH INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of each Investor contained in this Agreement shall be true and correct in all material 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 are expressly made as of a specified date, which shall be true and correct in all material respects as of such date.

Conditions Precedent to the Obligation of the Company to Issue and Sell the Debentures and First Warrants. The obligation hereunder of the Company to issue and/or sell the Debentures and First Warrants to the Subscriber at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

Conditions Precedent to the Obligation of the Company. Notwithstanding any other provision of this Agreement, the obligation of the Company to consummate the transactions contemplated hereby shall be subject to the satisfaction on the Closing Date of the following conditions precedent, unless waived in writing by the Company:

Conditions Precedent to the Obligation of the Company. The obligation hereunder of the Company to issue and sell the Shares to the Investor under any Fixed Request or Optional Amount is subject to the satisfaction or (to the extent permitted by applicable law) waiver of each of the conditions set forth below. These conditions are for the Company's sole benefit and (to the extent permitted by applicable law) may be waived by the Company at any time in its sole discretion. (i) ACCURACY OF THE INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor contained in this Agreement (i) that are not qualified by "materiality" shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (ii) that are qualified by "materiality" shall have been true and correct when made and shall be true and correct as of the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.

Conditions Precedent to the Obligation of the Company. The obligation hereunder of the Company to effect the Conversion is subject to the satisfaction or waiver, on or before the Effective Date, of the conditions set forth below: (a) Accuracy of LEUCADIA's Representations and Warranties. Each of the representations and warranties of LEUCADIA in this Agreement shall be true and correct in all material respects as of the date when made and as of the Effective Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date. (b) Performance by LEUCADIA. LEUCADIA shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by LEUCADIA on or prior to the Effective Date. (c) No Injunction, Statute or Rule. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.