Subsequent Closing Conditions Sample Clauses
Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with the Subsequent Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Subsequent Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed in all material respects;
(iii) the delivery by each Purchaser of the items set forth in Section 2.5(b) of this Agreement;
(iv) the Escrow Agent shall have received Subsequent Closing Subscription Amounts from Purchasers in cash, as designated in the Exercise Notice.
(b) The respective obligations of the Purchasers hereunder in connection with the Subsequent Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on the Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Subsequent Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.5(a) of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(v) from the date hereof to the Subsequent Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Subsequent Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material...
Subsequent Closing Conditions. As a condition precedent for the closing of the second Note (Buyer Note, above), the following must occur: (i) the Company must be “current” in its filings with the Securities and Exchange Commission; (ii) the Company must have a sufficient number of authorized but unissued shares of Common Stock available to reserve four times (4x) the discounted value of such Note, as applicable, being issued on such Closing Date; and (iii) the Company must have aggregate trading volume of at least $17,000 for the 5 trading days prior to the funding date.
Subsequent Closing Conditions. The obligation of Thay▇▇ ▇▇▇ to purchase and pay for shares of Class A Preferred at a Subsequent Closing in connection with a Take-Down is subject to the satisfaction as of the Subsequent Closing of the following conditions:
Subsequent Closing Conditions. The conditions under the Note Purchase Agreements with respect to a Subsequent Closing shall have been satisfied substantially concurrently with the conditions set forth in this Section 5.2.
Subsequent Closing Conditions. The obligation of Amedisys West Virginia, L.L.C. and Amedisys Oregon, L.L.C., on the one hand, and Seller, on the other hand, to consummate a Subsequent Closing of the West Virginia Assets or the Assets of the Portland Agency, as the case may be, is subject to the satisfaction as of the time of the Subsequent Closing of the following conditions precedent (if not satisfied at the time of the First Closing):
(a) In the case of the West Virginia Assets, the sale of the West Virginia Assets at a Subsequent Closing shall be conditioned only on the following: the West Virginia Approvals shall have been obtained, no termination of the West Virginia Management Services Agreement shall have occurred, and the applicable Transaction Documents shall have been delivered.
(b) In the case of the Assets of the Portland Agency, the sale of the Portland Agency’s Assets shall be conditioned only on the receipt of the Oregon Regulator’s Written Confirmation no later than December 1, 2007, and delivery of the applicable Transaction Documents.
Subsequent Closing Conditions. Purchaser's obligation to purchase and otherwise accept Lease Contracts and related Equipment from Seller on any Subsequent Closing Date shall be subject to the satisfaction (or waiver by Purchaser with the consent of the Bond Insurer) on such Subsequent Closing Date of the following conditions precedent (references in this Section 2.04 to "Bill ▇▇ Sale and Assignment", "Lease Contracts" and "Equipment" shall be deemed to refer to the Bill ▇▇ Sale and Assignment to be executed by Seller in connection with such Subsequent Closing Date and the Lease Contracts and Equipment covered by such Bill ▇▇ Sale and Assignment):
Subsequent Closing Conditions. The conditions set forth in Section 8.2 shall have been satisfied with respect to the China Asset Class, or shall be satisfied with respect to the China Asset Class simultaneously with such Closing.
Subsequent Closing Conditions. Trustee's obligation to accept Lease Contracts and issue Certificates to or upon the order of Seller on a Subsequent Closing Date and Purchaser's obligation to purchase such Certificates shall be subject to the satisfaction (or waiver by Trustee, Bond Insurer and Purchaser) on such Subsequent Closing Date of each of the conditions set forth in Section 2.03 and the following conditions precedent (references in this Section 2.04 to "Sale Assignment" and "Lease Contracts" shall be deemed to refer to the Sale Assignment to be executed by Seller in connection with such Subsequent Closing Date and the Lease Contracts covered by such Sale Assignment):
Subsequent Closing Conditions. (a) The obligations of the Company hereunder in connection with a Subsequent Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on a Subsequent Closing Date of the representations and warranties of the applicable Investor contained herein;
(ii) all obligations, covenants and agreements of the Investor required to be performed at or prior to a Subsequent Closing Date shall have been performed;
(iii) the delivery by the Investor of the items set forth in Section 2.03(b) of this Agreement; and,
(iv) in regards to the Subsequent Closing Warrant, the closing of the Restructuring.
(b) The respective obligations of the Investor in connection with a Subsequent Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Change, in all respects) when made and on a Subsequent Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to a Subsequent Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.03(a) of this Agreement; and,
(iv) in regards to the Subsequent Closing Warrant, the closing of the Restructuring.
Subsequent Closing Conditions. The obligation of ▇▇▇▇▇▇ Holdings to ----------------------------- purchase and pay for shares of Class A Preferred at a Subsequent Closing in connection with a Take-Down is subject to the satisfaction as of the Subsequent Closing of the following conditions: