First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company to sell the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to each Purchaser) by the Company, on the First Closing Date, of each of the following conditions: (i) Accuracy of the Purchasers' Representations and Warranties. The representations and warranties of each Purchaser set forth in this Agreement shall be true and correct in all material respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date; (ii) Performance by the Purchasers. Each Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and (iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents. (b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions: (i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date; (ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the First Closing Date;
Appears in 2 contracts
Sources: Securities Purchase Agreement (Genmar Holdings Inc), Securities Purchase Agreement (Marshall Financial Group Inc)
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company Buyer hereunder to sell purchase the Preferred Stock Debentures at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditionsconditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
(ia) Accuracy of The Company, each Guarantor and/or the Purchasers' Representations Chief Executive Officer (as applicable) shall have executed and Warranties. delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer.
(b) The representations and warranties of each Purchaser set forth in this Agreement the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Purchasers. Each Purchaser Company and each Guarantor shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and
(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company and each Guarantor at or prior to the First Closing Date;.
(c) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.
(d) The Buyer shall have received evidence in a form satisfactory to the Buyer that the Company has authorized the Buyer to publish such press releases with respect to this Agreement and the instant transaction, including, but not limited to, a copy of an email delivered to ▇▇▇▇▇▇▇▇▇▇.▇▇▇ by the Company whereby the Company authorizes the Buyer to use its name and, if applicable, stock symbol, in connection with current or ▇▇▇▇▇▇ ▇▇▇▇▇ releases.
(e) The Company and each Guarantor shall have executed and delivered to Buyer a closing certificate, certified as true, complete and correct by an officer of the Company or Guarantor, in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company or Guarantor from the secretary of state (or comparable office) from the jurisdiction in which the Company is formed; (ii) the Company’s or Guarantor’s Organizational Documents; (iii) copies of the resolutions of the board of directors of the Company or Guarantor as adopted by the Company’s or Guarantor’s board of directors, in a form acceptable to Buyer; and (iv) resolution of the Guarantor’s shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer.
(f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(g) The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or residency, as applicable, of the Company and each Guarantor, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the Company and each Guarantor, under their present name and any previous names, as debtors, together with copies of such financing statements.
(h) The Company and each Guarantor shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may reasonably require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be reasonably required by Buyer.
Appears in 1 contract
Sources: Securities Purchase Agreement (Medytox Solutions, Inc.)
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company Buyer hereunder to sell purchase the Preferred Stock Debentures at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditionsconditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
(ia) Accuracy of The Company, each Guarantor and/or the Purchasers' Representations President (as applicable) shall have executed and Warranties. delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer.
(b) The representations and warranties of each Purchaser set forth in this Agreement the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Purchasers. Each Purchaser Company and each Guarantor shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and
(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company and each Guarantor at or prior to the First Closing Date;.
(c) The Buyer shall have issued an irrevocable issuance instruction letter and board resolution, authorizing the issuance of the Advisory Fee Shares and irrevocably directing its Transfer Agent to issue and deliver the Advisory Fee Shares to Buyer or its designee.
(d) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.
(e) The Buyer shall have received evidence in a form satisfactory to the Buyer that the Company has authorized the Buyer to publish such press releases with respect to this Agreement and the instant transaction, including, but not limited to, a copy of an email delivered to ▇▇▇▇▇▇▇▇▇▇.▇▇▇ by the Company whereby the Company authorizes the Buyer to use its name and, if applicable, stock symbol, in connection with current or ▇▇▇▇▇▇ ▇▇▇▇▇ releases.
(f) The Company and each Guarantor shall have executed and delivered to Buyer a closing certificate, certified as true, complete and correct by an officer of the Company or Guarantor, in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company or Guarantor from the secretary of state (or comparable office) from the jurisdiction in which the Company is formed; (ii) the Company’s or Guarantor’s Organizational Documents; (iii) copies of the resolutions of the board of directors of the Company or Guarantor as adopted by the Company’s or Guarantor’s board of directors, in a form acceptable to Buyer; and (iv) resolution of the Guarantor’s shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer.
(g) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(h) The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or residency, as applicable, of the Company and each Guarantor, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the Company and each Guarantor, under their present name and any previous names, as debtors, together with copies of such financing statements.
(i) The Company and each Guarantor shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.
Appears in 1 contract
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company hereunder to -------------- issue and sell the Preferred Stock First Convertible Debenture and the First Warrants to the Buyer at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by before the Company, on the First Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:
(i) Accuracy The Buyer shall have executed the Transaction Documents and delivered them to the Company.
(ii) The Buyer shall have delivered to the Escrow Agent the First Purchase Price for the First Convertible Debenture and the First Warrants and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the Purchasers' Representations and Warranties. wire instructions provided by the Company.
(iii) The representations and warranties of each Purchaser set forth in this Agreement the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) ), and as of the First Closing Date;
(ii) Performance by the Purchasers. Each Purchaser Buyer shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and
(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company Buyer at or prior to the First Closing Date;. If requested by the Company, the Company shall have received a certificate, executed by an executive officer of the Buyer, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Company.
(iv) The Company shall have filed a form UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer.
(v) The Company shall have executed a definitive stock purchase agreement with Viasys, Inc.
Appears in 1 contract
Sources: Securities Purchase Agreement (Charys Holding Co Inc)
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company Buyer hereunder to sell purchase the Preferred Stock Debentures at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditionsconditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
(ia) Accuracy of The Company shall have executed and delivered the Purchasers' Representations Transaction Documents applicable to the First Closing and Warranties. delivered the same to the Buyer.
(b) The representations and warranties of each Purchaser set forth in this Agreement the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Purchasers. Each Purchaser Company shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and
(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the First Closing Date;.
(c) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.
(d) The Buyer shall have transferred and delivered the Incentive Shares to Buyer (if so required by Buyer under Section 7.5 hereof) and delivered the Pledged Shares to the escrow agent under the Pledge Agreement.
(e) The Company shall have executed and delivered to Buyer a closing certificate in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within ten (10) days of the First Closing Date; (ii) the Company’s Certificate of Incorporation; (iii) the Company’s Bylaws; and (iv) copies of the resolutions of the board of directors of the Company consistent with Section 6.3, as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer.
(f) The Company shall have authorized, by appropriate resolution, the issuance of the Incentive Shares and the Pledged Stock.
(g) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(h) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may required to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.
Appears in 1 contract
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company Buyer hereunder to sell purchase the Preferred Stock Debentures at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditionsconditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
(ia) Accuracy of The Company shall have executed and delivered the Purchasers' Representations Transaction Documents applicable to the First Closing and Warranties. delivered the same to the Buyer.
(b) The representations and warranties of each Purchaser set forth in this Agreement the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Purchasers. Each Purchaser Company shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and
(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the First Closing Date;.
(c) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.
(d) The Buyer shall have issued an irrevocable issuance instruction letter and board resolution, authorizing the issuance of the Advisory Fee Shares and irrevocably directing its Transfer Agent to issue and deliver the Advisory Fee Shares to Buyer or its designee.
(e) The Company shall have executed and delivered to Buyer a closing certificate in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within thirty (30) days of the First Closing Date; (ii) the Company’s Certificate of Incorporation; (iii) the Company’s Bylaws; and (iv) copies of the resolutions of the board of directors of the Company consistent with Section 6.3, as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer.
(f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(g) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.
Appears in 1 contract
Sources: Securities Purchase Agreement (Revolutions Medical CORP)
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company Buyer hereunder to sell purchase the Preferred Stock Debentures at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditionsconditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
(ia) Accuracy of The Company, each Guarantor and/or the Purchasers' Representations Chief Executive Officer (as applicable) shall have executed and Warranties. delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer.
(b) The representations and warranties of each Purchaser set forth in this Agreement the Company and the Corporate Guarantors shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by Company and the Purchasers. Each Purchaser Corporate Guarantors shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and
(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company and the Corporate Guarantors at or prior to the First Closing Date;.
(c) The Buyer shall have issued an irrevocable issuance instruction letter and board resolution, authorizing the issuance of shares issuable pursuant to the Debenture and the Fee Debenture and irrevocably directing its Transfer agent to issue and deliver shares issuable pursuant to the Debenture and the Fee Debenture to Buyer or its designee.
(d) The Buyer shall have received an opinion of counsel from counsel to the Company and the Corporate Guarantors in a form satisfactory to the Buyer and its counsel.
(e) The Buyer shall have received evidence in a form satisfactory to the Buyer that the Company has authorized the Buyer to publish such press releases with respect to this Agreement and the instant transaction, including, but not limited to, a copy of an email delivered to M▇▇▇▇▇▇▇▇▇.▇▇▇ by the Company whereby the Company authorizes the Buyer to use its name and, if applicable, stock symbol, in connection with current or f▇▇▇▇▇ ▇▇▇▇▇ releases.
(f) The Company and the Corporate Guarantors shall have executed and delivered to Buyer a closing certificate, certified as true, complete and correct by an officer of the Company and the Corporate Guarantors , in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company and the Corporate Guarantors from the secretary of state (or comparable office) from the jurisdiction in which the each Company and the Corporate Guarantors is formed; (ii) the Company and the Corporate Guarantors ’ Organizational Documents; (iii) copies of the resolutions of the board of directors of the Company and the Corporate Guarantors as adopted by the Company and the Corporate Guarantors’ board of directors or managers, in a form acceptable to Buyer; and (iv) resolution of the Corporate Guarantor’s shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer.
(g) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(h) The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or residency, as applicable, of the Company and the Corporate Guarantors, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the Company and the Corporate Guarantors, under their present name and any previous names, as debtors, together with copies of such financing statements.
(i) The Company and the Corporate Guarantors shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.
Appears in 1 contract
Sources: Securities Purchase Agreement (Inventergy Global, Inc.)
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company Buyer hereunder to sell purchase the Preferred Stock Debentures at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditionsconditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
(ia) Accuracy of The Company shall have executed and delivered the Purchasers' Representations Transaction Documents applicable to the First Closing and Warranties. delivered the same to the Buyer.
(b) The representations and warranties of each Purchaser set forth in this Agreement the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Purchasers. Each Purchaser Company shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and
(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the First Closing Date;.
(c) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.
(d) The Buyer or its counsel shall have issued an issuance instruction letter, authorizing the issuance of the Incentive Shares and irrevocably directing its Transfer Agent to issue and deliver the Incentive Shares to Buyer or its designee.
(e) The Company shall have executed and delivered to Buyer a closing certificate in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within ten (10) days of the First Closing Date; (ii) the Company’s Certificate of Incorporation; (iii) the Company’s Bylaws; and (iv) copies of the resolutions of the board of directors of the Company consistent with Section 6.3, as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer.
(f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(g) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.
Appears in 1 contract
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company Buyer hereunder to sell purchase the Preferred Stock Debentures at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditionsconditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
(ia) Accuracy of The Company, each Guarantor and/or the Purchasers' Representations Chief Executive Officer (as applicable) shall have executed and Warranties. delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer.
(b) The representations and warranties of each Purchaser set forth in this Agreement the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Purchasers. Each Purchaser Company and each Guarantor shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and
(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company and each Guarantor at or prior to the First Closing Date;.
(c) The Buyer shall have issued an irrevocable issuance instruction letter and board resolution, authorizing the issuance of the Advisory Fee Shares and irrevocably directing its Transfer Agent to issue and deliver the Advisory Fee Shares to Buyer or its designee.
(d) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.
(e) The Buyer shall have received evidence in a form satisfactory to the Buyer that the Company has authorized the Buyer to publish such press releases with respect to this Agreement and the instant transaction, including, but not limited to, a copy of an email delivered to M▇▇▇▇▇▇▇▇▇.▇▇▇ by the Company whereby the Company authorizes the Buyer to use its name and, if applicable, stock symbol, in connection with current or f▇▇▇▇▇ ▇▇▇▇▇ releases.
(f) The Company and each Guarantor shall have executed and delivered to Buyer a closing certificate, certified as true, complete and correct by an officer of the Company or Guarantor, in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company or Guarantor from the secretary of state (or comparable office) from the jurisdiction in which the Company is formed; (ii) the Company’s or Guarantor’s Organizational Documents; (iii) copies of the resolutions of the board of directors of the Company or Guarantor as adopted by the Company’s or Guarantor’s board of directors, in a form acceptable to Buyer; and (iv) resolution of the Guarantor’s shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer.
(g) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(h) The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or residency, as applicable, of the Company and each Guarantor, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the Company and each Guarantor, under their present name and any previous names, as debtors, together with copies of such financing statements.
(i) The Company and each Guarantor shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.
Appears in 1 contract
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company hereunder to issue and sell the Initial Preferred Stock Shares and the accompanying Warrants and to issue the Commitment Shares to each Buyer at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:
(i) Accuracy The Agreement and Plan of Merger (the “Merger Agreement”), dated on or around the date hereof, by and among BLBX, RABLBX Merger Sub Inc. (“Merger Sub”) and the Company, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), shall have been signed by all parties thereto.
(ii) Such Buyer shall have executed each of the Purchasers' Representations other Transaction Documents to which it is a party and Warranties. delivered the same to the Company.
(iii) Such Buyer and each other Buyer shall have delivered to the Company the Initial Purchase Price (less the amounts withheld pursuant to Section 4(h)) for the Initial Preferred Shares and the accompanying Warrants being purchased by such Buyer at the First Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company.
(iv) The representations and warranties of each Purchaser set forth in this Agreement such Buyer shall be true and correct in all material respects as of the date when made and as of the First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date) , which shall be true and correct as of the First Closing Date;
(ii) Performance by the Purchasers. Each Purchaser such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser Buyer at or prior to the First Closing Date (including payment of such Purchaser's purchase price); andDate.
(iiiv) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, promulgated or endorsed or threatened or shall be pending by or before any court or governmental authority Governmental Entity of competent jurisdiction which that prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the First Closing Date;
Appears in 1 contract
Sources: Securities Purchase Agreement (Blackboxstocks Inc.)
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company Buyer hereunder to sell purchase the Preferred Stock Debentures at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditionsconditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
(ia) Accuracy of The Company shall have executed and delivered the Purchasers' Representations Transaction Documents applicable to the First Closing and Warranties. delivered the same to the Buyer.
(b) The representations and warranties of each Purchaser set forth in this Agreement the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Purchasers. Each Purchaser Company shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and
(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the First Closing Date;.
(c) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.
(d) The Buyer shall have issued an irrevocable issuance instruction letter and board resolution, authorizing the issuance of the Incentive Shares and directing its transfer agent to issue and deliver the Incentive Shares to Buyer or its designee.
(e) The Company shall have executed and delivered to Buyer a closing certificate in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within ten (10) days of the First Closing Date; (ii) the Company’s Certificate of Incorporation; (iii) the Company’s Bylaws; and (iv) copies of the resolutions of the board of directors of the Company consistent with Section 6.3, as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer.
(f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(g) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may required to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.
Appears in 1 contract
Sources: Securities Purchase Agreement (Tootie Pie Company, Inc.)
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company hereunder to issue and sell the Preferred Stock Shares to each Buyer at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:
(i) Accuracy Such Buyer shall have executed each of the Purchasers' Representations other Transaction Documents to which it is a party and Warranties. delivered the same to the Company.
(ii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of the Lead Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company.
(iii) The representations and warranties of each Purchaser set forth in this Agreement such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date) , which shall be true and correct as of the First Closing Date;
(ii) Performance by the Purchasers. Each Purchaser such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser Buyer at or prior to the First Closing Date (including payment of such Purchaser's purchase price); andDate.
(iiiiv) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, promulgated or endorsed or threatened or shall be pending by or before any court or governmental authority Governmental Entity of competent jurisdiction which that prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the First Closing Date;
Appears in 1 contract
Sources: Securities Purchase Agreement (Luminar Technologies, Inc./De)
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company Buyer hereunder to sell purchase the Preferred Stock Debentures at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditionsconditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
(ia) Accuracy of The Company, each Guarantor and/or the Purchasers' Representations Chief Executive Officer (as applicable) shall have executed and Warranties. delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer.
(b) The representations and warranties of each Purchaser set forth in this Agreement the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Purchasers. Each Purchaser Company and each Guarantor shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and
(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company and each Guarantor at or prior to the First Closing Date;.
(c) The Buyer shall have issued an irrevocable issuance instruction letter and board resolution, authorizing the issuance of the Advisory Fee Shares and irrevocably directing its Transfer Agent to issue and deliver the Advisory Fee Shares to Buyer or its designee.
(d) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.
(e) The Buyer shall have received evidence in a form satisfactory to the Buyer that the Company has authorized the Buyer to publish such press releases with respect to this Agreement and the instant transaction, including, but not limited to, a copy of an email delivered to ▇▇▇▇▇▇▇▇▇▇.▇▇▇ by the Company whereby the Company authorizes the Buyer to use its name and, if applicable, stock symbol, in connection with current or ▇▇▇▇▇▇ ▇▇▇▇▇ releases.
(f) The Company and each Guarantor shall have executed and delivered to Buyer a closing certificate, certified as true, complete and correct by an officer of the Company or Guarantor, in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company or Guarantor from the secretary of state (or comparable office) from the jurisdiction in which the Company is formed; (ii) the Company’s or Guarantor’s Organizational Documents; (iii) copies of the resolutions of the board of directors of the Company or Guarantor as adopted by the Company’s or Guarantor’s board of directors, in a form acceptable to Buyer; and (iv) resolution of the Guarantor’s shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer.
(g) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(h) The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or residency, as applicable, of the Company and each Guarantor, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the Company and each Guarantor, under their present name and any previous names, as debtors, together with copies of such financing statements.
(i) The Company shall have delivered to the Buyer the filed Certificate of Designation of Series I Preferred Stock and the original certificate evidencing the issuance of such shares to the Buyer.
(j) The Company and each Guarantor shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.
Appears in 1 contract
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company Buyer hereunder to sell purchase the Preferred Stock Debentures at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditionsconditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
(ia) Accuracy of The Company shall have executed and delivered the Purchasers' Representations Transaction Documents applicable to the First Closing and Warranties. delivered the same to the Buyer.
(b) The representations and warranties of each Purchaser set forth in this Agreement the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Purchasers. Each Purchaser Company shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and
(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the First Closing Date;.
(c) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.
(d) The Buyer shall have issued the appropriate corporate resolutions for the issuance of the Incentive Shares, and the Company shall have instructed its transfer agent to issue the Incentive Shares to Buyer, and the transfer agent shall have acknowledged to Buyer that there are no impediments to the issuance and delivery of the Incentive Shares to the Buyer or its counsel.
(e) The Company shall have executed and delivered to Buyer a closing certificate in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within ten (10) days of the First Closing Date; (ii) the Company’s Certificate of Incorporation; (iii) the Company’s Bylaws; and (iv) copies of the resolutions of the board of directors of the Company consistent with Section 6.3, as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer.
(f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(g) The Buyer shall have approved the Project to be funded from the proceeds of the First Closing and the budget for such Project.
(h) The Escrow Agent shall have received the Company Escrow Funds for the Project to be funded from the proceeds of the First Closing.
(i) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may required to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.
Appears in 1 contract
Sources: Securities Purchase Agreement (American Natural Energy Corp)
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company Buyer hereunder to sell purchase the Preferred Stock Debentures at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditionsconditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
(ia) Accuracy The Company, the Guarantors, and the President and the Chief Financial Officer of the Purchasers' Representations Company shall have executed and Warranties. delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer.
(b) The representations and warranties of each Purchaser set forth in this Agreement the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by Company and the Purchasers. Each Purchaser Guarantors shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and
(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company and the Guarantors at or prior to the First Closing Date;.
(c) The Buyer shall have received originals of the certificate evidencing the shares to be pledged in connection with the Pledge Agreement.
(d) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.
(e) The Buyer shall have received copies of survey reports conducted by a Classification Society.
(f) The Buyer shall have received a copy of the DOC, SMC and ISSC for the Vessel.
(g) The Buyer shall have received evidence in a form satisfactory to the Buyer the Vessel: (i) is registered in the name of Nepheli, is in the sole and absolute ownership of Nepheli, and duly under the flag of an Acceptable Flag State, free of all liens and encumbrances of record other than the Mortgage; (ii) is insured in accordance with the provisions of its Mortgage and all requirements of its Mortgage in respect of such insurance have been fulfilled (including, but not limited to, letters of undertaking from the insurance brokers, including confirmation notices of assignment, notices of cancellation and loss payable clauses acceptable to the Buyer, in its sole and absolute discretion); (iii) is classed in the highest classification and rating for vessels of the same age and type with its Classification Society without any material outstanding recommendations, or if the Vessel is not classed, applicable United States Coast Guard certificates of inspection; (iv) is operationally seaworthy and in every way fit for its intended service; (v) the technical and/or operational management for the Vessel is being provided by a manager acceptable to the Buyer, in its sole and absolute discretion; and (vi) that, save for the liens created by the Mortgage and the General Assignment, there are no liens, charges or encumbrances of any kind whatsoever on the Vessel or on its earnings except as permitted hereby or by any of the Transaction Documents.
(h) The Buyer shall have received certified copies of all technical and commercial management agreements and all charter parties (including time charter and bareboat charter), if applicable, for the Vessel.
(i) The Company and the Guarantors shall have executed and delivered to Buyer a closing certificate, certified as true, complete and correct by an officer of the Company or Guarantors, in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company or Guarantors from the secretary of state (or comparable office) from the jurisdiction in which the Company and the Guarantors are formed; (ii) the Company’s or Guarantors’ Organizational Documents; (iii) copies of the resolutions of the board of directors of the Company or Guarantors as adopted by the Company’s or Guarantors’ board of directors, in a form acceptable to Buyer; and (iv) resolution of the Guarantors’ shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer.
(j) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(k) The Company and the Guarantors shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.
Appears in 1 contract
Sources: Securities Purchase Agreement (NewLead Holdings Ltd.)
First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company Buyer hereunder to sell purchase the Preferred Stock Debentures at the First Closing is subject to the satisfaction satisfaction, at or waiver (with prior written notice to each Purchaser) by the Company, on before the First Closing Date, of each of the following conditionsconditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
(ia) Accuracy of The Company shall have executed and delivered the Purchasers' Representations Transaction Documents applicable to the First Closing and Warranties. delivered the same to the Buyer.
(b) The representations and warranties of each Purchaser set forth in this Agreement the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Purchasers. Each Purchaser Company shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and
(iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents.
(b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions:
(i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date;
(ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the First Closing Date;.
(c) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.
(d) The Buyer shall have issued an irrevocable issuance instruction letter and board resolution, authorizing the issuance of the Advisory Fee Shares and irrevocably directing its Transfer Agent to issue and deliver the Advisory Fee Shares to Buyer or its designee.
(e) The Company and each of its Subsidiaries shall have executed and delivered to Buyer a closing certificate in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company (or each Subsidiary, as applicable) from the secretary of state (or comparable office) from the jurisdiction in which the Company (or each Subsidiary) is incorporated, as of a date within ten (10) days of the First Closing Date; (ii) the Company’s (or Subsidiary’s) Certificate of Incorporation (or Articles of Organization); (iii) the Company’s (or Subsidiary’s) Bylaws (or operating agreement); and (iv) copies of the resolutions of the board of directors or managers, as applicable, of the Company (or Subsidiary) consistent with Section 6.3, as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer.
(f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(g) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cyclone Power Technologies Inc)