Conditions to Purchaser’s Obligation to Purchase Sample Clauses
The 'Conditions to Purchaser’s Obligation to Purchase' clause defines the specific requirements that must be satisfied before the purchaser is legally required to complete the purchase transaction. These conditions may include obtaining regulatory approvals, the accuracy of representations and warranties, or the fulfillment of certain covenants by the seller. By clearly outlining these prerequisites, the clause protects the purchaser from being obligated to proceed with the purchase if key conditions are not met, thereby allocating risk and ensuring that the transaction only closes under agreed-upon circumstances.
Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion.
a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser.
b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above.
c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto.
d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Transfer Closing Date.
e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
Conditions to Purchaser’s Obligation to Purchase. Purchaser’s obligation to purchase is expressly conditioned upon each of the following:
Conditions to Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Securities at each Closing is subject to the satisfaction, on or before each Closing Date, of each of the following conditions, provided that these conditions may be waived by the Purchaser at any time in its sole discretion:
6.1. The Company shall have executed this Agreement and the Note and delivered the same to the Purchaser.
6.2. The Company shall have delivered to the Purchaser fully executed copies of all other Transaction Documents required to be executed by the Company herein or therein.
Conditions to Purchaser’s Obligation to Purchase. The Company understands that Purchaser's obligation to purchase the Initial Shares on the Closing Date is conditioned upon:
12.1 The existing S-3 Registration Statement shall have been declared effective by the SEC;
12.2 Acceptance by the Company of this Agreement for the sale of the Initial Shares, as indicated by the Company's execution and delivery of this Agreement;
12.3 Delivery by the Company to the Escrow Agent of the Certificate in accordance with this Agreement;
12.4 The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date; and
12.5 On the Closing Date, Purchaser having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth hereto and the Registration Rights Agreement, if applicable.
12.6 No statute, rule, regulation, executive order, decree, ruling or injunction shall be enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits or adversely effects any of the transactions contemplated by the Transaction Documents, and no proceeding or investigation shall have been commenced or threatened which may have the effect of prohibiting or adversely effecting any of the transactions contemplated by the Transaction Documents.
12.7 From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC, or the AMEX and trading in securities generally on the New York Stock Exchange or NASDAQ shall not have been suspended or limited, nor shall minimum prices have been established for securities traded on NASDAQ, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of Purchaser makes it impracticable or inadvisable to purchase the Initial Shares, as the case may be.
Conditions to Purchaser’s Obligation to Purchase. Purchaser’s obligation to purchase the Property is expressly conditioned upon satisfaction of those conditions set forth below. In the event any of the conditions set forth below are not satisfied at Closing, Purchaser may (i) waive such failed condition and close this transaction as contemplated hereby, or (ii) terminate this Agreement by written notice to Seller on the Closing Date, in which event, the Deposit shall be promptly returned to Purchaser and neither party shall have any obligation to the other hereunder, except for those obligations of Seller or Purchaser which, by their terms, expressly survive Closing. Notwithstanding the foregoing, if any of the conditions to Closing for Purchaser under this Section 4.1 or any of the conditions to Closing for Seller under Section 4.2 are not satisfied as a result of a default by Purchaser or Seller, then their respective rights, remedies and obligations shall be governed in accordance with Article XII.
Conditions to Purchaser’s Obligation to Purchase. The Company understands that Purchaser's obligation to purchase the Initial Shares and the Additional Shares on the Initial Closing Date and the Additional Closing Date, respectively, pursuant to this Agreement is conditioned upon:
(a) the accuracy in all material respects on each such date of the representations and warranties of the Company contained in this Agreement as if made on such date and the performance by the Company on or before each such date of all covenants and agreements of the Company required to be performed on or before such date;
(b) on or before each such date, Purchaser having received an opinion of counsel for the Company, dated on each such date;
(c) there not being in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained, nor there being any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; and
(d) from and after the date hereof to and including the Initial Closing Date and the Additional Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD.
Conditions to Purchaser’s Obligation to Purchase. 7.1 The obligation of each Purchaser hereunder to purchase the Initial Shares and Warrant to be purchased by the applicable Purchaser on the date of the Closing is subject to the satisfaction of each of the following conditions, provided that these conditions are for each Purchaser’s sole benefit and may be waived by such Purchaser at any time in such Purchaser’s sole discretion:
Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Debenture on the Closing Date is subject to the satisfaction of each of the following conditions, provided that these conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in Purchaser's sole discretion:
(a) The Company shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to Purchaser.
(b) The Company shall have delivered to Purchaser a duly executed Debenture in the principal amount being purchased by Purchaser in accordance with Section 1(b) above.
(c) The representations and warranties of the Company shall be true and correct as of the Closing Date and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
(d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
Conditions to Purchaser’s Obligation to Purchase. The Purchaser's obligation to purchase the Shares is conditioned upon:
(a) Purchaser's receipt and acceptance of this agreement for all the Shares, as evidenced by execution of this agreement by the Purchaser, and delivery to Purchaser of certificates evidencing the Shares, bearing no legend except the Regulation S legend as described herein; and
(b) The absence of any event or circumstance that could reasonably be expected to have a material adverse effect on the Company or on the market price of the Company's Common Stock. The Purchaser shall have the right to rescind the agreement should any such event come to pass during the pendency of this agreement.
Conditions to Purchaser’s Obligation to Purchase. Purchaser will have no obligation to purchase the Property unless all of the following conditions precedent have been satisfied:
(a) the Completion of the Improvements is completed in accordance with the Plans and Specifications, as previously approved by the City of Atwater, and this Agreement;
(b) the Premises are not destroyed or damaged by fire or other casualty and, if any casualty has occurred, the premises are restored to a condition equivalent with the Completion of the Improvements;
(c) Seller owns good, Marketable, and Insurable fee simple title, free of all Title Defects for the real property. Seller owns good title free of all Title Defects for the balance of the Property. The Title Policy has been issued to Purchaser at Closing, with evidence of payment for the policy, and with any endorsements that Purchaser may reasonably request;
(d) Purchaser has received an opinion of counsel acceptable to Purchaser stating that the Premises and the Improvements comply with all applicable zoning laws and other Requirements of the Governmental Authorities having jurisdiction relating to land use and development control and stating other matters that Purchaser may reasonably request, said opinion to be provided by Seller;