The Closing Conditions Clause Samples

The Closing Conditions. (a) The Company’s obligation to issue the Securities to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) prior receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Securities being purchased hereunder as set forth in Article V of the Securities Purchase Agreement; (ii) completion of the purchases and sales under the Agreements with the Other Investors; and (iii) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. (b) The Investor’s obligation to purchase the Securities shall be subject to the following conditions, any one or more of which may be waived by the Investor: (i) representations and warranties of the Company set forth herein being true and correct as of the Closing Date in all material respects; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 3(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the SEC or the Company’s principal trading market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the 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 adverse change in, any financial market which, in each case, in the reasonable judgment of each Investor, makes it impracticable or inadvisable to purchase the Securities at the Closing.
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The Closing Conditions. Subject to satisfaction or waiver of the conditions set forth in Sections 4.1 and 4.2 hereof, the Exchange contemplated by this Article I shall occur by May 31, 2005 or at such other time and on such other date as Investor and Seller may mutually determine (the “Closing Date”). On the Closing Date, the parties shall make all deliveries contemplated by Sections 4.1 and 4.2.
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The Closing Conditions. 2.1 Party A shall pay the total contract price at the premises of the followings: 2.1.1. The Agreement shall conform with all relevant laws and regulations of the registration location and in the event that the local government approval, registration, filing or reporting are required by the relevant laws and regulations, Party A shall have obtained necessary approvals or grants required to sell and transfer the share transfer of the target company and Party C shall also obtain the necessary approvals and permits to acquire the share transfer of the target company. 2.2 Party B and Party C have obtained the formal approvals from authoritative organizations (including the board of directors and the board of shareholders) to transfer the shares of the Target Company and amend the articles of incorporation of the Target Company. 2.3 Party A has completed the due diligence investigation which does not materially different from the representation of Party B, Party C and the target company. 2.4 The project has obtained the approval and project filing grant from the provincial level DRC (development and reform commission) and has obtained all the documents listed in Attachment One. 2.5 All concerning parties have signed all legal documents required to complete the change of registration at the local industrial and commercial bureau. 2.6 The pledged shares or restricted rights of the target company (if there is any) have been released. 2.7 The share pledge agreement regarding pledging 85% shares of the target company as specified in Article 3.5.2 has been signed.
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The Closing Conditions. (a) The Company’s obligation to issue the Securities to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) prior receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Securities being purchased hereunder as set forth in Article IV of the Securities Purchase Agreement; (ii) completion of the purchases and sales under the Agreements with the Other Investors; and (iii) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. (b) The Investor’s obligation to purchase the Securities shall be subject to the following conditions, any one or more of which may be waived by the Investor: (i) representations and warranties of the Company set forth herein being true and correct as of the Closing Date in all material respects; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Company of the items set forth in Section 3.1 of this Agreement.
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The Closing Conditions. (a) The Company’s obligation to issue the Securities to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) prior receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Securities being purchased hereunder as set forth in Article V of the Securities Purchase Agreement; (ii) completion of the purchases and sales under the Agreements with the Other Investors; and
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The Closing Conditions. (a) The Company's obligation to sell the Securities to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) prior receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Securities being purchased hereunder in the amount set forth in Article III of this Agreement; (ii) the execution by the Company of a term sheet to acquire an Abbreviated New Drug Application (“ANDA”) for econazole nitrate from Prasco, LLC; and (iii) approval of an application for the listing of additional shares with the NYSE MKT in connection with the consummation of the transactions contemplated hereby. (iv) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. (b) The Investor's obligation to purchase the Securities shall be subject to the following conditions, any one or more of which may be waived by the Investor: (i) representations and warranties of the Company set forth herein being true and correct as of the Closing Date in all material respects; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) approval of an application for the listing of additional shares with the NYSE MKT in connection with the consummation of the transactions contemplated hereby; (iv) the delivery by the Company of a Common Stock Warrant Purchase in the form attached hereto as Exhibit A; and (v) the delivery by the Company of a Registration Rights Agreement in the form attached hereto as Exhibit B.
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Related to The Closing Conditions

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the 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 Effect, in all respects) on the 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 required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the 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 Effect, in all respects) when made and on the 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 the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the 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 prior to the 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 adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.