Conditions to the Purchasers’ Obligation Sample Clauses

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the Closing is subject to the satisfaction of the following conditions as of immediately prior to the Closing: (a) (i) the representations and warranties set forth in Article IV and Article V of this Agreement other than the Company Fundamental Representations and Section 5.07(b) (without giving effect to any limitations as to “materiality” or “Material Adverse Effect” set forth therein) shall be true and correct as of the Closing as though made as of such time (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), except to the extent that the failure of such representations and warranties to be true and correct has not had a Material Adverse Effect, (ii) each of the Company Fundamental Representations shall be true and correct in all respects as of the Closing (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), except to the extent that the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis damages to the Purchaser Parties and (iii) Section 5.07(b) shall be true and correct in all respects as of the Closing; (b) the Company and the Seller shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement prior to the Closing; (c) the Company and the Seller shall have delivered to the Purchaser a certificate signed by an officer of the Company or the Seller, as applicable, dated as of the Closing Date, certifying that the conditions specified in Sections 3.01(a) and 3.01(b) have been satisfied; (d) the Seller shall have delivered, or be ready, willing and able to deliver, all agreements instruments and documents required to be delivered by Seller or the Company pursuant to Section 2.03; and (e) the Seller shall have delivered to the Purchaser the unaudited income statement of the Company Group for the nine (9) months ended September 30, 2024 (the “Q3 2024 Financial Statements”) and the Q3 2024 Financial Statements shall evidence an asset level EBITDA of no less than $41,000,000, which shall be calculated in accordance with the Acc...

Conditions to the Purchasers’ Obligation. The obligation of each Purchaser to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing, 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 its sole discretion by providing the Company with prior written notice thereof: (a) Such Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company. (b) Such Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing. (c) Such Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached hereto. (d) Such Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) days of the date of the Closing. (e) Such Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) days of the date of the Closing. (f) Such Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date. (g) Such Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (h) Such Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request. (i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made at and as of such date, except to the extent that they expressly refer to an earlier or specific time, in w...

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the purchase of the Subordinated Notes to be purchased by the Purchaser at Closing and to effect the Disbursement is subject to the satisfaction of or delivery by or at the direction of the Company to the Purchaser (or, with respect to the Indenture, the Trustee, and with respect to the opinion(s) of counsel, the Placement Agents and counsel to the Placement Agents), on or prior to the Closing Date, of each of the following (unless the Purchaser shall have waived in writing such satisfaction or delivery):

Conditions to the Purchasers’ Obligation. The obligations of the Purchasers to consummate the transactions contemplated hereby are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions precedent:

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to purchase and pay for the Preferred Shares at the Closing is subject to the satisfaction of the following conditions:

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to purchase and pay for the Security is subject to the satisfaction (or waiver by Purchaser) of the following conditions as of the Closing Date: (a) the representations and warranties of the Seller made in this Agreement shall be true and correct in all respects, as of the date hereof and as of each of the Closing Dates as though then made; (b) the Seller shall have delivered to the Purchaser the documents or instruments contemplated by Section 2(b) above.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to purchase and pay for the 781,250 Ordinary Shares in the Company is subject to the satisfaction of the following conditions as of the Closing Date:

Conditions to the Purchasers’ Obligation. The obligation of the Purchasers to purchase and pay for the Notes on the Closing Date is subject to the following conditions:

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to purchase and pay for the Additional Shares shall be subject to the satisfaction (or waiver in writing by the Purchaser) on or prior to the applicable Additional Closing Date of the following conditions: (A) The purchase of the Additional Shares by the Purchaser hereunder shall not be prohibited by any applicable law, administrative or governmental rule or regulation or order of a court of competent jurisdiction; and no action, suit or proceeding shall exist or be threatened that would prevent, restrain or condition in any material respect the consummation of such purchase. (B) All material consents and approvals of, or filings with, any third party or Governmental Authority required in connection with the purchase of the Additional Shares shall have been obtained. (C) On and prior to the Additional Closing Date, the License Agreement shall remain in full force and effect and no notice of termination of the License Agreement shall have been delivered by the Purchaser or the Company (and not cured or withdrawn) in accordance with the terms of the License Agreement. (D) The Company shall have delivered to the Purchaser a certificate signed by each of the Company's President and Chief Financial Officer, dated the date of the Exercise Notice, certifying, as of the date of the Exercise Notice, that each such officer knows of no event, condition or pending announcement that (1) has not been publicly disclosed, (2) is specifically applicable to the Company (as opposed to events, conditions or announcements likely to affect generally the market or companies similar to the Company), and (3) would reasonably be expected to have a material adverse effect on the Fair Market Value of the Common Stock. (E) The Fair Market Value of the Common Stock as of the applicable Additional Closing Date shall be at least $2.00 per share, provided that this condition shall not be applicable if the fact that the Fair Market Value of the Common Stock is less than $2.00 per share is attributable to (1) factors having an adverse effect on the public securities markets generally, (2) factors having an adverse effect on biotechnology or pharmaceutical stocks generally or stocks of biotechnology companies similar to the Company in terms of market capitalization, product mix or development stage or pipeline, or financial condition, or (3) any action or inaction of the Purchaser or any transaction between the Purchaser and any third party.