CONDITIONS TO CLOSING OF PURCHASER Sample Clauses
The "Conditions to Closing of Purchaser" clause defines the specific requirements that must be satisfied before the purchaser is obligated to complete the transaction. These conditions may include obtaining necessary regulatory approvals, the accuracy of the seller’s representations and warranties, and the fulfillment of any agreed-upon covenants or deliverables by the seller. By clearly outlining these prerequisites, the clause protects the purchaser from being forced to close the deal if essential conditions are not met, thereby allocating risk and ensuring that the transaction proceeds only when all critical criteria are satisfied.
CONDITIONS TO CLOSING OF PURCHASER. Purchaser's obligation to purchase the Shares at the Closing is, at the option of the Purchaser, subject to the fulfillment or waiver as of the Closing Date of the following conditions:
CONDITIONS TO CLOSING OF PURCHASER. The obligation of Purchaser to purchase the Debentures at Closing is, at the option of Purchaser, subject to the fulfillment of the following conditions as of the Closing Date:
CONDITIONS TO CLOSING OF PURCHASER. The obligations of Purchaser ---------------------------------- under this Agreement are, at the option of Purchaser, subject to the satisfaction, at or prior to the Closing Date, of the following conditions (the "Purchaser's Conditions Precedent") (any one or more of which may be waived, but only by an instrument in writing signed by Purchaser):
(a) The representations and warranties of Sellers shall be true and correct in all material respects on and as of the Closing Date.
(b) Sellers shall have fully performed and complied with all covenants, terms, and agreements to be performed and complied with by them on or before the Closing Date.
(c) Sellers shall deliver to Purchaser certificates dated the Closing Date and executed by each Seller stating that the representations made by it or him in this Agreement are accurate in all material respects as of the Closing Date and that all covenants, agreements and conditions required by this Agreement to be performed have been performed on or prior to the Closing Date.
(d) Sellers shall have delivered to Purchaser the following:
(i) Stock certificates representing the Remaining Shares, each accompanied by stock powers duly executed in blank or duly executed instruments of transfer by the requisite Sellers, and any other documents necessary to transfer to Purchaser good title to the Remaining Shares, free and clear of all liens, security interests, assignments, options and adverse claims of any kind or character;
(ii) Any other documents, instruments or agreements reasonably necessary to effectuate the purchase of the Remaining Shares contemplated by this Agreement;
CONDITIONS TO CLOSING OF PURCHASER. The obligations of the Purchaser under Section 1.1(b) of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against the Purchaser unless he consents thereto:
CONDITIONS TO CLOSING OF PURCHASER. Each obligation of Purchaser to be performed on the Closing Date shall be subject to the satisfaction of each of the conditions stated in this Article IX, except to the extent that such satisfaction is waived by Purchaser in writing.
CONDITIONS TO CLOSING OF PURCHASER. The Purchaser's obligation to purchase the Series C Shares at the Closing is, at the option of the Purchaser, subject to the fulfillment of the following conditions:
CONDITIONS TO CLOSING OF PURCHASER. The Purchaser's obligation to purchase the Series C Preferred at the Closing is, at the option of such Purchaser, subject to the fulfillment on or prior to the Closing Date of the following conditions:
CONDITIONS TO CLOSING OF PURCHASER. The obligation of Purchaser under this Agreement to purchase the SLSJ Assets and to assume the Assumed Obligations at Closing is subject to the following conditions precedent:
CONDITIONS TO CLOSING OF PURCHASER. The Purchaser's obligation to purchase shares at the Closing is subject to fulfillment or waiver as of the Closing Date of the following conditions:
(a) The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date.
(b) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all respects.
(c) The Purchaser shall have received a legal opinion of ▇▇▇▇▇▇▇, Procter & ▇▇▇▇ LLP counsel to the Company, in substantially the form of Exhibit A.
(d) The Registration Statement shall continue to be effective, and no stop order suspending the effectiveness thereof shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened, by the Commission.
CONDITIONS TO CLOSING OF PURCHASER. As a condition to closing the Company hereby agrees to the following: Registration Rights