CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS AT CLOSING Sample Clauses

CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS AT CLOSING. The obligations of each Investor to purchase the applicable Series C Closing Shares at the Closing or, with respect to Evergreen, its obligations relating to the conversion into the Converted Shares at the Conversion Date, as the case may be are subject to the fulfillment, to the satisfaction of such Investor on or before the Closing, of each of the following conditions, unless otherwise waived, severally and not jointly, in writing by such Investor:
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CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS AT CLOSING. The obligation of each of Investor to purchase Shares and a Warrant at any Closing is subject to the fulfillment, or the waiver by such Investor, of the following conditions on or before such Closing. (a) The representations and warranties in Section 2 shall be true, accurate and complete at and as of the Closing in all material respects (except with respect to any provisions including the word “material” or words of similar import with respect to which such representations shall be true, accurate and complete) with the same effect as though such representations and warranties had been made on and as of the date of the Closing. (b) The Company shall have performed and complied with all agreements and conditions in this Agreement required to be performed or complied with by the Company prior to or at the Closing. (c) All corporate and other proceedings in connection with the transactions contemplated in this Agreement and the Transaction Agreements and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Investor, or counsel to the Investors, and the Investor or its special counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request. (d) Approvals of the appropriate governing authority of each Investor necessary for performance of the transactions contemplated by the Transaction Agreements shall have been obtained. (e) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (f) The Common Stock shall not have been suspended, as of such Closing Date, by the SEC. (g) There shall have been no material adverse effect on the Company. Common Stock and Warrant Purchase Agreement; 12-2016
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CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS AT CLOSING. The obligation of each Investor to purchase a Note at the Closing is subject to the fulfillment, or the waiver by such Investor, of the following conditions on or before the Closing. (a) The representations and warranties in Section 2 shall be true at and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing. (b) The Company shall have entered into a Security Agreement with the Investors in substantially the form attached hereto as Exhibit F and shall perfect such security interest immediately following the Closing. (c) The Company shall have obtained waivers of any applicable antidilution adjustments and preemptive rights with respect to the issuance of the Securities; provided that no such waiver of antidilution adjustment shall be required to the extent that the Notes are converted in connection with the Qualified Financing (as defined in the Notes) where antidilution adjustments are not otherwise waived. (d) The Company shall have performed and complied with all agreements and conditions in this Agreement required to be performed or complied with by the Company prior to or at the Closing. (e) All approvals of the Company’s Board and stockholders necessary for performance of the transactions contemplated by the Transaction Agreements shall have been obtained.
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CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS AT CLOSING. The obligations of the Inventors to purchase the Series A Preferred Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived, severally and not jointly, in writing by the Investors:
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CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS AT CLOSING. The obligation of each of the Investors to purchase and pay for the Series A Convertible Preferred Stock to be purchased by such Investor at Closing is subject to the satisfaction on or prior to the date of Closing of the following conditions, any of which may be waived by such Investor:
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Related to CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS AT CLOSING

  • Conditions to the Obligations of the Purchasers The obligation of each of the Purchasers to purchase Shares at the Closing is subject to the fulfillment, or the waiver by such Purchaser, of each of the following conditions on or before the Closing:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser to purchase any Notes will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company in Section 1 of this Agreement as of the date of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that (i) such certificate shall also relate to the Time of Sale Prospectus and (ii) references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the Terms Agreement), (ii) the opinion of counsel for the Company, dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and Closing Date, to the effect set forth in Section 5(e); and (c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

  • Conditions to the Obligations of the Buyer Each and every obligation of the Buyer under this Agreement shall be subject to the satisfaction by the Seller and the Company, on or before the Closing Date, of each of the following conditions unless waived in writing by the Buyer:

  • Conditions to the Obligations of Buyer The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date.

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions: