Conditions to the Subsequent Closing Sample Clauses
The "Conditions to the Subsequent Closing" clause defines the specific requirements that must be satisfied before a follow-up or additional closing of a transaction can occur. Typically, this clause outlines obligations such as the delivery of certain documents, fulfillment of prior agreements, or the absence of material adverse changes since the initial closing. By clearly stating these prerequisites, the clause ensures that all parties are protected and that the subsequent closing only proceeds when agreed-upon standards are met, thereby reducing the risk of disputes or incomplete transactions.
Conditions to the Subsequent Closing. The obligations of the Purchaser to consummate the Subsequent Closing shall be subject to the satisfaction (or waiver), on or prior to the date of the Subsequent Closing, of the following conditions:
(a) The representations and warranties of the Company set forth in Section 2 of this Agreement shall be true and correct in all material respects as of the date when made and (unless made as of a specified date) as of the date of the Subsequent Closing; any and all documents or other materials provided to the Purchaser shall, in the sole judgment and discretion of the Purchaser, not contain any material misstatement or fail to contain any material fact; and the Company shall have performed in all material respects its covenants set forth in this Agreement to be performed prior to the date of the Subsequent Closing and shall not have taken any action which (if any shares of Series A Preferred Stock were outstanding) would violate any provision of the Certificate of Incorporation (including the Certificate of Designation), this Agreement or the Ancillary Documents, as the case may be (and, at the Subsequent Closing, the Company shall deliver to the Purchaser an officer’s certificate certifying as to the Company’s compliance with the conditions set forth in this clause (a), in the form of Schedule 1.7(a) hereto);
(b) The Initial Closing shall have occurred;
(c) The Company shall have delivered to the Purchaser long-form certificates of good standing from the jurisdictions set forth on Schedule 1.4(b)(iii) with respect to the Company and its Subsidiaries dated as of a date no earlier than ten days prior to the Subsequent Closing;
(d) The Common Stock to be issued upon conversion of the Series A Preferred Stock and the exercise of the Warrant shall continue to be listed on the NASDAQ, or registered on the exchange or other forum in which the Company’s common Stock is then traded;
(e) The Company shall have delivered to the Purchaser a certificate executed by its Secretary, in form and substance satisfactory to the Purchaser, dated as of the Subsequent Closing certifying (i) a copy of its organizational documents including the Certificate of Incorporation and the By–Laws, (ii) resolutions authorizing the transaction and (iii) incumbency matters;
(f) No Material Adverse Effect shall have occurred since the Initial Closing nor shall any event or events have occurred since the Initial Closing which could reasonably be expected to have a Material Adverse Effect nor shal...
Conditions to the Subsequent Closing. The applicable Purchaser’s obligation to purchase and pay for the Notes to be sold thereto at the Subsequent Closing is subject to the fulfillment to such Purchaser’s reasonable satisfaction, prior to or at the Subsequent Closing, of the following conditions:
Conditions to the Subsequent Closing. The obligation of each Purchaser under Section 2.1(a) to purchase the subsequent Notes hereunder shall be subject to the satisfaction of each of the following conditions, each in form and substance reasonably satisfactory to the Lead Purchaser:
(i) the Issuer has delivered to each applicable Purchaser, a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to one-third of such shares of Common Stock issuable upon conversion of such Purchaser’s Subsequent Note at the initial Conversion Price thereof, with an exercise price equal to 120% of the initial Conversion Price of the Subsequent Notes, subject to adjustment therein, in the form attached as Exhibit B hereto;
(ii) the Issuer has delivered to each applicable Purchaser its Subsequent Note;
(iii) the Issuer has delivered to each Purchaser its shares of Series B Preferred Stock associated with its Subsequent Note. Subject to Section 2.1(a)(ii);
(iv) no Default or Event of Default shall exist under any outstanding Notes; and
(v) the Initial Notes have been issued and purchased in accordance with the terms of this Agreement.
Conditions to the Subsequent Closing. The obligations of each party to this Agreement to consummate the transactions contemplated by Section 2.01(b) shall be subject to the fulfillment, at or prior to the Subsequent Closing, of each of the following conditions:
Conditions to the Subsequent Closing. The obligations of KO to be performed hereunder at the Subsequent Closing shall be subject to the satisfaction (or waiver by KO) on or before the Subsequent Closing Date of each of the following conditions:
(a) The Threshold Closing shall have occurred.
(b) Each of the representations and warranties of CS contained in Sections 2.01, 2.02, 2.03, 2.04, 2.05 and 2.06 shall be true and correct in all material respects as of the date hereof and as of the Subsequent Closing Date with the same effect as though such representations and warranties had been made as of the Subsequent Closing Date.
(c) Each of the representations and warranties of the CS Parties contained in Article 2 (other than the representations and warranties referred to in Section 7.02(b)) shall be true and correct in all respects as of the date hereof and as of the Subsequent Closing Date with the same force and effect as though such representations and warranties had been made as of the Subsequent Closing Date, except (i) representations and warranties that speak as of a specified date or time other than the Subsequent Closing Date (which need only be true and correct in all respects as of such date or time), and (ii) where the failure or failures of such representations and warranties to be true and correct do not and are not reasonably likely to, either individually or in the aggregate, have or result in a Material Adverse Effect (provided, however, that for purposes of this paragraph, if any such representation or warranty is qualified in any respect by materiality, by the word "material" or by words of similar impact, such materiality, material or similar qualifications or exceptions will in all respects be ignored solely for purposes of the paragraph).
(d) Each of the CS Parties shall have performed and complied in all material respects with all obligations, agreements and conditions contained herein and in the Conveyance Documents required to be performed or complied with by them prior to or at the time of the Subsequent Closing.
(e) No Material Adverse Effect shall have occurred since the date of this Agreement.
(f) Each of the CS Parties shall have delivered to KO a certificate dated as of the Subsequent Closing Date signed by a senior officer on its behalf attesting to all of the effects described in Sections 7.02(b), (c), (d) and (e).
(g) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority w...
Conditions to the Subsequent Closing