CONDITIONS TO CLOSING OF THE PURCHASERS Clause Samples
CONDITIONS TO CLOSING OF THE PURCHASERS. The obligation of the Purchaser to purchase the Securities at the Closing is subject to the fulfillment to the Purchaser’s satisfaction on or prior to the Closing Date of each of the following conditions, any of which may be waived by the Purchaser:
CONDITIONS TO CLOSING OF THE PURCHASERS. Each Purchaser’s obligations to purchase and/or acquire the Notes at the Closing shall be subject to the fulfillment of the following conditions, any one or more of which may be waived by each Purchaser in its sole discretion:
CONDITIONS TO CLOSING OF THE PURCHASERS. Purchaser’s obligation to purchase the Shares is, unless waived in writing by the Purchaser, subject to the fulfillment as of the Closing Date of the following conditions:
CONDITIONS TO CLOSING OF THE PURCHASERS. Each Purchaser’s obligation to purchase the Shares at the Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by such Purchaser, on or prior to the Closing Date, of each of the following conditions:
3.3.1 The representations and warranties made by the Seller in Section 2.2 hereof and by the Issuer in Section 2.3 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality, Seller Material Adverse Effect or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality, Seller Material Adverse Effect or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) with the same force and effect as if they had been made on and as of such date), but, in each case (x) without giving effect to consummation of the Transactions and (y) other than failures to be true and correct that would not result, individually or in the aggregate, in a Seller Material Adverse Effect or an Issuer Material Adverse Effect.
3.3.2 The Issuer and the Sellers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Share Purchase Agreement to be performed, satisfied or complied with by the Issuer and the Sellers at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer and the Sellers to consummate the Closing.
3.3.3 There shall not be in force any order, judgment or injunction by or with any governmental authority in the United States, Israel or the Cayman Islands enjoining or prohibiting the consummation of the Purchase.
3.3.4 There shall not have occurred any suspension of the Shares for sale or trading on the NYSE or NASDAQ and, to the Issuer’s knowledge, no proceedings for any such purpose shall have been initiated or threatened.
3.3.5 The Transactions set forth in the Merger Agreement shall have been or will be consummated conc...
CONDITIONS TO CLOSING OF THE PURCHASERS. Each Purchaser's obligation to purchase the Notes and Warrants is, unless waived in writing by the Purchaser, subject to the fulfillment as of the Closing Date of the following conditions:
CONDITIONS TO CLOSING OF THE PURCHASERS. The obligation of each Purchaser on the Closing Date to purchase the Shares to be purchased under this Agreement by it shall be subject to each of the following conditions precedent, any one or more of which may be waived by Purchasers purchasing at least 66 2/3% of the Shares to be purchased at the Closing:
CONDITIONS TO CLOSING OF THE PURCHASERS. The obligations of each Purchaser under this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions, which consent may be given by written, oral or telephone communication to the Company, or its counsel:
CONDITIONS TO CLOSING OF THE PURCHASERS. Each Purchaser's obligation to purchase the Series A Preferred and the Warrants 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 THE PURCHASERS. The obligation of the Purchasers on the Closing Date to purchase the Series A Preferred Stock shall be subject to each of the following conditions precedent, any one or more of which may be waived by the Purchasers:
CONDITIONS TO CLOSING OF THE PURCHASERS. 18 6.1. Representations and Warranties Correct; No Default......................................... 18 6.2. Performance................................................................................ 18