Conditions Precedent to the Obligation of the Company to Close Clause Samples
This clause defines the specific requirements that must be satisfied before the company is obligated to complete the closing of a transaction. Typically, these conditions may include the fulfillment of representations and warranties, receipt of necessary approvals, or the absence of material adverse changes. By setting out these prerequisites, the clause ensures that the company is only required to proceed with closing if all agreed-upon conditions are met, thereby protecting the company from unforeseen risks or incomplete preparations.
Conditions Precedent to the Obligation of the Company to Close. The obligation of the Company to enter into and complete the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company:
Conditions Precedent to the Obligation of the Company to Close. The obligation of the Company to issue and sell the Purchased Stock and the obligation of the Company to perform its other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Company of the following conditions on or before the Closing Date:
Conditions Precedent to the Obligation of the Company to Close. The obligation hereunder of the Company to close and effect the Exchange at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below:
(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 Closing 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 the Purchaser. The Purchaser 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 the Purchaser at or prior to the Closing.
(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.
Conditions Precedent to the Obligation of the Company to Close. The obligation hereunder of the Company to close and effect the Exchange at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below:
Conditions Precedent to the Obligation of the Company to Close. The obligation hereunder of the Company to issue and sell the Purchased Shares, to issue the Convertible Debenture and to grant the Warrant to the Purchaser, is subject to the fulfillment at or before the Closing of the following conditions precedent, any one or more of which (excluding the condition set forth in sub section (iv) below) may be waived in writing, in whole or in part, by the Company, which waiver shall be at the sole discretion of the Company.
Conditions Precedent to the Obligation of the Company to Close. The obligation hereunder of the Company to close and effect the Exchange at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below:
(a) Accuracy of the Purchasers' Representations and Warranties. The representations and warranties of each Purchaser 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 particular date, which shall be true and correct in all material respects as of such date.
Conditions Precedent to the Obligation of the Company to Close. The obligation hereunder of the Company to issue and sell the Shares to the Investor is subject to the Term Precedent having been complied with within 120 days following the date hereof, and the fulfillment at or before the Closing of the following conditions precedent, any one or more of which may be waived in writing, in whole or in part, by the Company, which waiver shall be at the sole discretion of the Company.
Conditions Precedent to the Obligation of the Company to Close. The obligation of the Company to consummate the Merger shall be subject to the fulfillment on or prior to the Closing Date, or the waiver by the Company (to the extent permitted by law), of the following conditions:
Conditions Precedent to the Obligation of the Company to Close. The obligation hereunder of the Company to issue and sell Ordinary Shares at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following Conditions:
(a) each of 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, as though made at that time;
(b) if applicable, the Nasdaq Stock Market shall have waived application of the 15 day prior notice contained in the NASD Marketplace Rule 4310(c)(17)(D) or such timeframe shall have expired without objections; and
(c) The Tel Aviv Stock Exchange has approved the listing of the Ordinary Shares issuable pursuant to this Agreement and the Ordinary Shares underlying the Warrants.
Conditions Precedent to the Obligation of the Company to Close. The obligation of the Company to consummate the transactions contemplated by this Agreement, is subject to the satisfaction or waiver, at or before the Closing, 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 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 particular date, which shall be true and correct in all material respects as of such date.