Primary Closing Conditions Clause Samples
Primary Closing Conditions a. Conditions Precedent to the Obligation of the Company to Sell. ------------------------------------------------------------- The obligation of the Company to sell the Shares, the A Warrant, the B Warrant or the Warrant Shares hereunder is subject to the satisfaction or waiver (with prior written notice to the Purchaser) by the Company, at or before the Primary Closing, of each of the following conditions:
(1) Accuracy of the Purchaser's Representations and Warranties. ---------------------------------------------------------- The representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the Closing Date;
Primary Closing Conditions. (a) The obligations of the Company hereunder in connection with the Primary Closing are subject to the following conditions being met:
(i) approval of the issuance of the Securities pursuant to this Agreement by an affirmative vote of the holders of a majority of the shares of the Company’s outstanding common stock present or represented and entitled to vote at the Company’s 2016 annual meeting (the “Stockholder Approval”);
(ii) the accuracy in all material respects on the Primary 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 in all material respects as of such date);
(iii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Primary Closing Date shall have been performed in all material respects;
(iv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement; and
(v) no temporary restraining order, preliminary or permanent injunction or other order or decree, and no other legal restraint or prohibition, shall exist which questions the validity of this Agreement or the right of the Company or any Purchaser, as the case may be, to enter into this Agreement or prevents or could reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement, nor shall any litigation or court or administrative proceeding have been commenced or threatened with respect to the foregoing.
(b) The respective obligations of the Purchasers hereunder in connection with the Primary Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Primary Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Primary 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 Primary Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (without the ability of the Company to list on another exchange or quotation system), and, at any time pri...
Primary Closing Conditions