Conditions Precedent to the Purchasers' Obligation to Purchase Sample Clauses

The 'Conditions Precedent to the Purchasers' Obligation to Purchase' clause defines specific requirements that must be satisfied before the purchasers are legally required to complete the purchase transaction. These conditions may include obtaining regulatory approvals, the accuracy of representations and warranties, or the fulfillment of certain covenants by the seller. By setting these prerequisites, the clause protects purchasers from being obligated to proceed with the purchase if key conditions are not met, thereby managing risk and ensuring that the transaction only closes under agreed-upon circumstances.
Conditions Precedent to the Purchasers' Obligation to Purchase. The obligation of the Purchasers hereunder to purchase the Common Stock at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchasers’ sole benefit and may be waived by the Purchaser at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Purchaser. b. The Board of Directors of the Company shall have approved by Written Consent (the “Consent”) the issuance of the Common Stock and transactions contemplated by this Agreement and the Company shall have delivered such fully executed Consent to Purchasers. c. The Company shall have delivered to Purchasers the Common Stock, duly issued, in the amounts designated to each Purchaser as set forth in the signature page. d. The representations and warranties of the Company 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 such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Purchasers shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Purchasers including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. g. The Common Stock shall have been authorized for quotation on the OTCBB, OTCQB, OTC Pink or any similar quotation system and trading in the Common Stock on the OTCBB, OTCQB or any similar qu...
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Conditions Precedent to the Purchasers' Obligation to Purchase. The Company understands that the Purchaser's obligation to purchase the Units is conditioned upon the following being satisfied on or before the Closing Date:
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Conditions Precedent to the Purchasers' Obligation to Purchase. RECEIVABLES. ----------- The obligation of the Purchaser to purchase Receivables relating to a Fund on any Purchase Date shall be subject to the fulfillment at or prior to the time of such Purchase Date of the following conditions: (a) no Event of Termination (or event which, with the passage of time or notice or both, would constitute such an Event of Termination) shall be continuing at or prior to such Purchase Date or shall result therefrom; (b) the Servicer shall have delivered all Investor Reports, Monthly Collection Determination Date Statements and Activity Reports as and when required to be delivered pursuant to the Program Documents, which shall be reasonably satisfactory to the Purchaser and the Program Agent; (c) the Receivables relating to such Fund shall constitute Eligible Receivables; (d) immediately after giving effect to all such purchases on such Purchase Date, the Unamortized Aggregate Purchase Price relating to the Purchased Receivables of all Funds shall not exceed the Purchase Limit; (e) as of any Calculation Date commencing with January 31, 2001, the Weighted Average Percentage Decline in the Net Asset Value of Shares of all Funds (adjusted for stock splits and excluding declines in the Net Asset Value resulting from the payment of Normal Distributions) from the end of the immediately preceding calendar month shall not be twenty percent (20%) or more; PROVIDED, THAT, if on any date of determination the aggregate Net Asset Value of Shares of the Funds relating to all Receivables shall have risen to a level of at least eighty percent (80%) of the aggregate Net Asset Value of Shares of the Funds as of the Calculation Date immediately preceding the Calculation Date that the condition specified in this clause (e) was not satisfied and was not subsequently complied with, this condition shall be deemed to be satisfied as of such determination date; (f) such Fund (or if such Fund constitutes a Portfolio, the Company in respect of such Fund) and the Transfer Agent for such Fund shall have complied in full with the Irrevocable Payment Instruction, neither such Fund nor such Transfer Agent shall be prevented by any Authority or by any Applicable Law from paying Collections in respect of amounts owed with respect to the Purchased Receivables relating to such Fund or Related Collections in respect of such Fund strictly in accordance with the applicable Irrevocable Payment Instruction and neither such Fund (or if such Fund constitutes a Portfolio,...
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Conditions Precedent to the Purchasers' Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Initial Shares at the Closing is subject to the satisfaction, on or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser's sole benefit and may be waived by such Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement, the Warrant Agreement and the Registration Rights Agreement and delivered the same to the Purchaser; (b) The Company shall have delivered to the Purchaser duly executed certificates representing the Initial Shares; (c) The Company shall have delivered to the Purchaser the Warrants;
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Related to Conditions Precedent to the Purchasers' Obligation to Purchase

  • CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Buyer. b. The Company shall have delivered to the Buyer duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above. c. The representations and warranties of the Company 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 such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. e. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. f. The Conversion Shares shall have been authorized for quotation on the OTCBB, OTCQB or any similar quotation system and trading in the Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTCBB, OTCQB or any similar quotation system. g. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE The Purchaser's obligation to pay the Consideration and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):

  • Conditions to The Purchaser’s Obligation to Purchase The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company 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 such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

  • Conditions Precedent to Purchaser’s Obligations Purchaser's obligations to perform this Agreement and consummate the transactions contemplated hereby is subject to the satisfaction (or waiver by Purchaser), on or before the Closing Date, of each of the following conditions precedent:

  • Conditions to Purchaser’s Obligation to Close The obligations of Purchaser to consummate the Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Purchaser in writing: