Conditions to the Purchasers’ Obligations at Closing Clause Samples

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 the Purchasers’ Obligations at Closing. The obligations of the Purchasers to consummate the transactions contemplated herein are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:

Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchasers under Section 1(b) of this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:

Conditions to the Purchasers’ Obligations at Closing. The obligations of each Purchaser under Section 1 of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions:

Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement in connection with the Closing shall be subject to the satisfaction or waiver by the Purchaser, at or prior to the Closing, of each of the following conditions. (a) Each of the representations and warranties concerning the Company set forth in Article II and of each of the Stockholders set forth in Article III shall have been true and correct when made and shall be true and correct as of the Closing. (b) Each of the covenants set forth in this Agreement to be complied with by the Company and the Stockholders on or before the Closing shall have been performed and complied with in all material respects. (c) The Company and the Stockholders, as applicable, shall have received each of the consents, waivers, approvals, authorizations, orders, permits, declarations of, made each of the filings and registrations with, caused each of the actions to be taken by, and provided each of the notifications to, Governmental Authorities and other Persons required in connection with consummation of the Closing, in each case in form and substance reasonably satisfactory to the Purchaser. (d) The Senior Debt shall have been paid or otherwise satisfied in full as evidenced to the Purchaser’s reasonable satisfaction and there shall have been released, to the reasonable satisfaction of the Purchaser, all Liens: (i) on the Purchased Assets; and (ii) securing the Senior Debt. (e) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or issued any Order (whether temporary, preliminary or permanent) that is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting consummation of such transactions. (f) No Material Adverse Effect shall have occurred since the date of the 2007 Financial Statements. (g) Each of the items set forth in Section 1.8(a) shall have been delivered to the Purchaser. (h) The Purchaser and the Company shall have completed the Joint Inventory Determination.

Conditions to the Purchasers’ Obligations at Closing. 4.1 Representations and Warranties 16 4.2 Performance 16

Conditions to the Purchasers’ Obligations at Closing. 48 The obligations of each Purchaser to purchase Shares at the Initial Closing [or any subsequent Closing] are subject to the 46 This provision is intended to protect the lead investor from claims of reliance by other investors. 47 This eliminates any issues resulting from possible miscalculation of the amount owed to investor noteholders (miscalculations that can result from, for example, application of conversion discounts). 48 Section 5 contains the conditions which the Company must satisfy (or which must be waived) prior to closing in order to trigger the investors’ obligation to purchase the shares; Section 5 contains the conditions the investors must satisfy to trigger the Company’s obligation to sell the shares. With respect to each side, the essential requirements are (A) that all of the representations and warranties each makes in the Agreement are still true at the closing and (B) that the other parties have entered into the other Transaction Agreements. If (as is typically the case) the Agreement contemplates a simultaneous signing and closing, consider deleting Subsections 4.1-4.4, 4.6, 4.13, 4.14 and 4.17(which, for the most part, can be covered by the representations in Section 2), and recasting the subsections of Section 5 as closing deliveries. If the Agreement contemplates multiple closings, attention should be given to determining what conditions must be satisfied in order to trigger the investors’ obligations to purchase shares at subsequent closings. Subsections 4.3 and 4.5 specifically require the Company to deliver at the Closing a Compliance Certificate and opinion of Company Counsel. In addition, it is generally necessary to deliver at the Closing (A) a Secretary’s certificate certifying the Company’s bylaws, board resolutions approving the transaction, and stockholder resolutions approving the Restated Certificate (B) good standing certificates from the Secretary of State (C) the certified Restated Certificate, and (D) waivers of any rights of first refusal triggered by the financing. These documents are therefore listed as “Closing Documents” on transaction checklists even though they are not specifically required to be delivered by the Agreement and are technically covered by the Compliance Certificate and the opinion of the Company’s counsel. If the transaction is structured as a simultaneous signing and closing, the closing conditions serve as a convenient closing checklist, but are significantly diminished in importance. If th...

Conditions to the Purchasers’ Obligations at Closing. The obligation of the Purchaser to issue the Subscription Shares to the Seller is subject to the fulfilment, on or before such Closing, of each following condition, unless otherwise waived:

Conditions to the Purchasers’ Obligations at Closing. The obligation ---------------------------------------------------- of each Purchaser to purchase and/or acquire Purchased Shares at the Closing is several and not joint and such obligation is subject to the satisfaction, at or prior to the Closing, of each of the following conditions, any of which may be waived by a Purchaser by written notice to the Company pursuant to Section 10.6 of this Agreement, but any such waiver shall not be effective against a Purchaser unless consented to by such Purchaser: