WRITTEN DISAPPROVAL BY BUYER Sample Clauses

WRITTEN DISAPPROVAL BY BUYER. In the event that Buyer, in Buyer's sole good faith discretion, at any time prior to the final day of the Due Diligence Period, gives Seller written notice of Buyer's disapproval of (and objections to) any of the due diligence matters set forth in Section 4.1 and in such notice elects to terminate this Agreement on the grounds of such disapproval, Seller and the Company shall have fifteen (15) days from the date of such notice to cure such condition to Buyer's written satisfaction. In the event that Buyer does not deliver such written evidence of its satisfaction, this Agreement shall automatically terminate as of 8:00 P.M. Pacific time on the final day of such Cure Period. In the event that Buyer does deliver such written evidence of its satisfaction prior to the end of such Cure Period, this Agreement shall remain in full force and effect except that to the extent that the date of such delivery of written satisfaction falls after the final day of the Due Diligence Period, the Scheduled Closing Date shall delayed by the same number of days compared to the date specified in Section 1.8. In the event that the Second Deposit Date or the Third Deposit Date falls within a Cure Period, such deposit may be delayed, at Buyer's option, until the day after the end of such Cure Period.
Sample 1
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Related to WRITTEN DISAPPROVAL BY BUYER

  • Condition to Closing Buyer acknowledges and agrees that the Closing is contingent upon the closing of the IPO, and that if, for whatever reason, the IPO is not completed, the Company shall not be obligated to issue and sell the Restricted Shares and Buyer shall not be required to purchase the Restricted Shares and this Agreement may be terminated in accordance with Section 5(k) below.

  • Delivery by Buyer At or before the Closing, Buyer shall deliver to Seller the following:

  • Effectiveness and Events Requiring Notice to the Representative The Company will use all reasonable efforts to cause the Registration Statement to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in Section 3.4 hereof that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Preliminary Prospectus and/or the Prospectus untrue or that requires the making of any changes in the Registration Statement, the Preliminary Prospectus and/or the Prospectus in order to make the statements therein, (with respect to the Prospectus, in light of the circumstances under which they were made), not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

  • Purchaser’s Conditions to Closing The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Legal Action Notice A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more; and

  • Dispute Notice If there is a dispute between the parties, then either party may give a notice to the other succinctly setting out the details of the dispute and stating that it is a dispute notice given under this clause 17.1.

  • Conditions to Closing Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

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