Conditions to Subscribers’ Obligations at Closing Clause Samples

The 'Conditions to Subscribers’ Obligations at Closing' clause defines the specific requirements that must be satisfied before subscribers are legally obligated to complete their investment or purchase at the closing of a transaction. Typically, these conditions may include the accuracy of representations and warranties, fulfillment of covenants by the other party, and the absence of material adverse changes. For example, the company may need to deliver certain documents or obtain regulatory approvals before closing. This clause ensures that subscribers are protected from unforeseen issues and only proceed with the transaction if all agreed-upon prerequisites are met, thereby allocating risk and providing transactional certainty.
Conditions to Subscribers’ Obligations at Closing. Each Subscriber’s obligation to accept delivery of the Shares and the Warrants and to pay for the Units at each Closing shall be subject to the following conditions to the extent not waived by the Placement Agents on behalf of the Subscribers:
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Conditions to Subscribers’ Obligations at Closing. The Subscriber’s obligation to deliver the Purchase Price and accept delivery of the Series A Preferred Stock and to effect the Series A Subscription shall be subject to the following conditions to the extent not waived by the Subscriber:
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Conditions to Subscribers’ Obligations at Closing. The obligations of a Subscriber under this Agreement to purchase and pay for the respective Shares being purchased by such Subscriber at the Closing are subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions:
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Related to Conditions to Subscribers’ Obligations at Closing

  • Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

  • Buyer's Obligations at Closing At Closing, Buyer shall:

  • Conditions to Seller’s Obligation Seller’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) The average of the closing prices of a share of Buyer Common Stock on the NASDAQ Capital Market for the ten trading days immediately preceding the date that is two business days prior to the Closing Date (without regard to any after-market trading), is not less than $4.50; (ii) The Registration Statement shall have become effective under the Securities Act; (iii) The shares of Buyer Common Stock that will be issued to Seller shall have been approved for listing on the NASDAQ Capital Market, subject to official notice of issuance; (iv) The representations and warranties set forth in §3(b) above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contains terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (v) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case Buyer shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing; (vi) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vii) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in §§7(b)(iv) through 7(b)(vi) is satisfied in all respects; (viii) Seller shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit D attached hereto, addressed to Seller, and dated as of the Closing Date; and (ix) All actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller. Seller may waive any condition specified in this §7(b) if it executes a writing so stating at or prior to the Closing.

  • Conditions to the Purchasers’ Obligations at Closing The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date: