Conditions to Each Additional Closing Clause Samples

Conditions to Each Additional Closing. (a) Conditions to Each Holder’s Obligations at an Additional Closing. Each Holder’s obligations to effect an Additional Closing, including, without limitation, its obligation to subscribe for Series B Preferred Stock at such Additional Closing, are conditioned upon the fulfillment (or waiver by such Holder in its sole and absolute discretion) of each of the conditions set forth in Section 2.2(a), provided that references to the “First Closing” and “First Closing Date” in such sections shall be deemed to mean the applicable Additional Closing and Additional Closing Date, respectively, and the Company shall use commercially reasonable efforts to cause each of such conditions to be satisfied. In addition to the foregoing, as a condition to the second Additional Closing, the Company shall have issued the Warrants to the Holders as and to the extent described under Recitals D and E. (b) Conditions to the Company’s Obligations at an Additional Closing. The Company’s obligations to effect an Additional Closing with a Holder are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the applicable Additional Closing Date: (i) the conditions set forth in Sections 2.2(b)(i) – (iv) and (vi) – (vii), provided that references to the “First Closing” and “First Closing Date” in such sections shall be deemed to mean the applicable Additional Closing and Additional Closing Date, respectively; and (ii) such Holder shall have paid to the Company the subscription price for the Series B Preferred Stock being subscribed by such Holder at such Additional Closing (provided, that Ener1 may effectuate its subscription in installments in a manner similar to the First Closing).
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Conditions to Each Additional Closing. The obligation of the Purchaser to purchase additional Notes, to pay the purchase prices therefor at each Additional Closing and to perform any obligations hereunder with respect to such purchase shall be subject to the satisfaction of the following conditions on or before the relevant Additional Closing Date, as determined by, or waived by, the Purchaser; provided, however, that any waiver of a condition shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by the Company.
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Conditions to Each Additional Closing. The obligation of each Buyer hereunder to purchase Units at each additional Closing Date is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof. (i) The Company shall have complied with all of the conditions set forth in Section 7.1(a) on or prior to the Initial Closing Date. (ii) The Company shall have duly executed and delivered to such Buyer (a) the Securities being purchased by such Buyer at the applicable Closing, and (b) each of the other Transaction Documents to which the Company is a party and such other certificates or instruments required to be delivered by it pursuant to the Transaction Documents in connection with such Closing. (iii) Each Transaction Document to be entered into as of the applicable Closing Date has been duly executed and delivered by the Company and constitutes, as of such Closing Date, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally, (ii) as limited by laws relating to specific performance, injunctive relief of other equitable remedies, and (iii) to the extent the indemnification provisions contained in this Agreement may be limited by applicable laws. (iv) The Company shall have delivered to such Buyer copies of certificates of good standing for each of the Company and Aeolus Sciences, Inc., each as certified by the Secretary of State of the State of Delaware within five (5) Business Days of such Closing Date. (v) On the applicable Closing Date, all stock transfer, documentary stamp taxes or other taxes (other than income or similar taxes) which are required to be paid in connection with the sale and transfer of the Securities to be sold to each Buyer hereunder on such Closing Date will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with. (vi) The Company shall have timely filed (or obtained extensions in respect thereof and filed within the applicable grace period) all reports, sched...
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Conditions to Each Additional Closing. 2.8.1 The obligations of Gilead hereunder in connection with each Additional Closing are subject to the following conditions being satisfied or waived: (a) The representations and warranties of the Company set forth in Sections 3.1.1(Organization and Qualification), 3.1.2 (Authorization; Enforcement), 3.1.3 (No Conflicts; Filings, Consents and Approvals), 3.1.4 (Issuance of Shares), 3.1.5 (Material Changes; Undisclosed Events, Liabilities or Developments), 3.1.6 (No General Solicitation), 3.1.7 (Private Placement)
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Conditions to Each Additional Closing 
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Related to Conditions to Each Additional Closing

  • Conditions to Each Advance The agreement of Lenders to make any Advance requested to be made on any date (including the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

  • CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE The obligation of each Buyer hereunder to purchase the Notes and Warrants 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 such Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. b. The Company shall have delivered to such Buyer duly executed Notes (in such denominations as the Buyer shall request) and Warrants in accordance with Section 1(b) above. c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyers, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. 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 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 such 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. 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 Conversion Shares and Warrant Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB. h. The Buyer shall have received an opinion of the Company’s counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as Exhibit “D” attached hereto. i. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

  • Conditions to Each Loan The agreement of each Lender to make any Loan requested to be made by it on any date (including, without limitation, its initial Loan) is subject to the satisfaction of the following conditions precedent:

  • Conditions for Advance and Conditions to Closing Section 7.1.

  • Further Conditions to Each Loan Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.