Conditions to ▇▇▇▇▇’▇ Obligations Sample Clauses

Conditions to ▇▇▇▇▇’▇ Obligations. The obligations of Cowen hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Cowen of a due diligence review satisfactory to Cowen in its reasonable judgment, and to the continuing satisfaction (or waiver by Cowen in its sole discretion) of the following additional conditions:

Conditions to ▇▇▇▇▇’▇ Obligations. The obligations of ▇▇▇▇▇ hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager herein, to the due performance by the Fund and the Manager of their respective obligations hereunder and to the continuing satisfaction (or waiver by ▇▇▇▇▇ in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by ▇▇▇▇▇ and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the Investment Company Act having been issued and proceedings therefor initiated, or to the knowledge of the Fund, threatened by the Commission; (iii) receipt by the Fund of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be s...

Conditions to ▇▇▇▇▇’▇ Obligations. The obligation of ▇▇▇▇▇ to purchase Shares at the Closing is subject to the fulfillment to ▇▇▇▇▇’▇ satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by ▇▇▇▇▇: (a) The representations and warranties made by the Company in Section 4 hereof shall be true and correct as of the date hereof and as of the Closing Date, as though made on and as of such date (except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), except in each case where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “material impact”, “material” or “materiality” set forth therein) would not reasonably be expected to have a Material Adverse Effect. (b) The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date. (c) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 6.1(a), (b) and (e). (d) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the issuance of the Shares, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing this Agreement and related documents on behalf of the Company. (e) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (f) No stop order or suspension of trading shall have been imposed or threatened in writing by Nasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (g) The Company shall have executed and delivered Research and Collaboration Agreement and it shall be in full force and effect. (h) All registrations, qualifications, permits and approvals, if any, required to be obtained prior to the Closing under applicable state securities laws shall ...

Conditions to ▇▇▇▇▇’▇ Obligations. ▇▇▇▇▇’▇ obligation to consummate the transfer and assignment of the Hotel and the Property contemplated by this Agreement is subject to the satisfaction and fulfillment, as of the Closing, of each of the following conditions precedent: