CONDITIONS TO INVESTORS’ OBLIGATIONS AT THE CLOSING Sample Clauses
The "Conditions to Investors’ Obligations at the Closing" clause defines the specific requirements that must be satisfied before investors are legally required to complete their investment at the closing of a transaction. Typically, these conditions may include the company’s representations and warranties being true, the completion of due diligence, the delivery of certain documents, or the absence of material adverse changes. By setting out these prerequisites, the clause ensures that investors are protected from unforeseen risks and only proceed with the investment if all agreed-upon conditions are met, thereby allocating risk and providing clarity to both parties.
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CONDITIONS TO INVESTORS’ OBLIGATIONS AT THE CLOSING. The obligations of the Investor to purchase the Purchased Shares at the Closing is, unless otherwise waived in writing by the Investor, subject to the fulfillment to the satisfaction of the Investor on or prior to the Closing of the following conditions:
CONDITIONS TO INVESTORS’ OBLIGATIONS AT THE CLOSING. Each Investor’s obligations to effect the Closing, including, without limitation, its obligation to purchase a Note at the Closing, are conditioned upon the fulfillment (or waiver by such Investor in its sole and absolute discretion) of each of the following events as of the Closing Date:
5.1.1 the representations and warranties of the Company set forth in this Agreement and in the other Transaction Documents shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that particular date);
5.1.2 the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by the Company on or before the Closing;
5.1.3 the Closing Date shall occur on a date that is not later than December 29, 2005;
5.1.4 the Company shall have delivered to such Investor a certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying that the conditions specified in subparagraphs 5.1.1, 5.1.2, 5.1.9 and 5.1.10 of this Section 5.1 have been fulfilled as of the Closing, it being understood that such Investor may rely on such certificate as though it were a representation and warranty of the Company made herein;
5.1.5 the Company shall have delivered to such Investor an opinion or opinions of counsel for the Company, dated as of the Closing Date, that is in form and substance reasonably acceptable to such Investor (including perfection opinions with respect to the security interests granted under the Security Documents);
5.1.6 the Company shall have delivered to such Investor the duly executed Note being purchased by such Investor at the Closing;
5.1.7 the Company shall have executed and delivered to such Investor all of the Transaction Documents;
5.1.8 the Company shall have delivered to such Investor a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation, By-Laws or similar governing documents of the Company, and (ii) resolutions passed by the Board of Directors, authorizing the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents...
CONDITIONS TO INVESTORS’ OBLIGATIONS AT THE CLOSING. The obligations of each Investor under this Agreement at the Closing are subject to the fulfillment, to its respective satisfaction, at or before the Closing, or waiver by such Investor, of the conditions as set forth below.
CONDITIONS TO INVESTORS’ OBLIGATIONS AT THE CLOSING. The obligations of the Investors to consummate the transactions under Section 2 of this Agreement are subject to the fulfillment, to the satisfaction of each Investor on or prior to the Closing, or waiver by each Investor, of the following conditions:
CONDITIONS TO INVESTORS’ OBLIGATIONS AT THE CLOSING. The obligations of the Investors under Section 2 of this Agreement are subject to the fulfillment at or before Closing of each of the following conditions, except to the extent waived in writing by the Investors:
CONDITIONS TO INVESTORS’ OBLIGATIONS AT THE CLOSING. Each Investor's obligation to accept delivery of the Shares and to pay for the Shares shall be subject to the following conditions (to the extent not waived by such Investor):
CONDITIONS TO INVESTORS’ OBLIGATIONS AT THE CLOSING. The obligation of the Investor to subscribe for Series A Shares at the Closing is subject to the fulfillment or valid written waiver signed by the Investor, on or prior to such Closing, of the following conditions:
CONDITIONS TO INVESTORS’ OBLIGATIONS AT THE CLOSING. 6.1 The obligation of each Investor to purchase the Subscription Shares in relation to the transaction contemplated hereby is subject to the fulfillment, or waiver by such Investor, of the following conditions:
CONDITIONS TO INVESTORS’ OBLIGATIONS AT THE CLOSING. The obligation of each Investor to purchase its respective portion of the Subscribed Shares at the Closing as set forth opposite such Investor’s name in EXHIBIT C is subject to the fulfillment, to the satisfaction of such Investor on or prior to the Closing, of the following conditions, unless waived in writing by such Investor prior to the Closing:
CONDITIONS TO INVESTORS’ OBLIGATIONS AT THE CLOSING. The Investor's obligation to accept delivery of the Shares and to pay for the Shares shall be subject to the following conditions (to the extent not waived by such Investor):