Conditions to Closing of the Subscriber Sample Clauses
The "Conditions to Closing of the Subscriber" clause defines the specific requirements that must be satisfied before the subscriber is obligated to complete the transaction at closing. These conditions may include the accuracy of representations and warranties, fulfillment of covenants by the other party, and the absence of material adverse changes. By clearly outlining these prerequisites, the clause ensures that the subscriber is protected from unforeseen issues and only proceeds with the transaction when all agreed-upon standards are met, thereby allocating risk and providing certainty to the closing process.
Conditions to Closing of the Subscriber. The Subscriber’s obligation to purchase the Securities at the Closing is subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
Conditions to Closing of the Subscriber. The Subscriber’s obligation to purchase the Shares at the Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Subscriber, on or prior to the Closing Date, of each of the following conditions:
3.4.1 All representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (except for those representations and warranties that speak as of a specified date, which shall be so true and correct as of such earlier specified date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements contained in this Subscription Agreement in all material respects as of the Closing Date.
3.4.2 The Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement.
(i) All conditions precedent to the consummation of the Transaction set forth in the Business Combination Agreement (including the requisite approvals of the Company’s shareholders and regulatory approvals, if any, set forth in the Business Combination Agreement) shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the consummation of the Transaction, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transaction), (ii) no amendment, modification or waiver of the Business Combination Agreement (as the same exists on the date hereof as provided to the Subscriber) or any terms thereof shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Subscriber would reasonably expect to receive under this Subscription Agreement without having received the Subscriber’s prior written consent (not to be unreasonably withheld, conditioned or delayed); and (iii) the Transaction will be consummated immediately following the Closing.
Conditions to Closing of the Subscriber. 5.1 The Subscriber’s obligation to purchase the Units at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of the Subscriber to the extent permitted by law:
Conditions to Closing of the Subscriber. The Subscriber’s obligation to purchase the FT Shares is subject to the fulfillment of the following conditions as of the Closing Date which may be waived by the Subscriber in whole or in part:
Conditions to Closing of the Subscriber. The obligations of the Subscriber to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Subscriber’s waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of the Company contained in Section 2 of this Agreement shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made on and as of the Closing Date (or, in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all material respects as of such specified date).
(b) The Subscriber shall have received from the Company a certificate dated as of the Closing Date certifying the satisfaction of the condition set forth in Section 4.2(a) signed by a duly authorized officer of Seller.
Conditions to Closing of the Subscriber. The obligation of the Subscriber to purchase the Units at the Closing is subject to the fulfillment on or prior to the Closing Date of each of the following conditions, any of which may be waived by the Subscriber:
Conditions to Closing of the Subscriber. The Subscriber’s obligation to purchase the Shares at the Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Subscriber, on or prior to the Closing Date, of each of the following conditions:
3.4.1. All representations and warranties of the Company contained in this Backstop Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (unless they specifically speak as of an earlier date, in which case they shall be true and correct in all respects (other than representations and warranties that are qualified as to Company Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), other than, in each case, failures to be true and correct that would not result, individually or in the aggregate, in a Company Material Adverse Effect.
3.4.2. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Backstop Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; provided, that this condition shall be deemed satisfied unless written notice of such noncompliance is provided by the Subscriber to the Company and the Company fails to cure such noncompliance in all material respects within five (5) Business Days of receipt of such notice.
3.4.3. All of the Closings (as defined in each of the Other Backstop Subscription Agreements) shall have been consummated concurrently with the Closing.