Common use of Closing Conditions Clause in Contracts

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 63 contracts

Samples: Subscription Agreement (Rice Acquisition Corp. II), Letter Agreement (ESGEN Acquisition Corp), Letter Agreement (ESGEN Acquisition Corp)

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Closing Conditions. a. The obligation of the parties hereto to consummate the sale, purchase and sale issuance of the Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 10 contracts

Samples: Subscription Agreement (Global Partner Acquisition Corp II), Limited Liability Company Agreement (ARYA Sciences Acquisition Corp IV), Limited Liability Company Agreement (Amicus Therapeutics, Inc.)

Closing Conditions. a. The obligation of the parties hereto to consummate the sale, purchase and sale issuance of the Shares PIPE Securities pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 7 contracts

Samples: Subscription Agreement (ARYA Sciences Acquisition Corp IV), Subscription Agreement (ARYA Sciences Acquisition Corp IV), Subscription Agreement (ARYA Sciences Acquisition Corp IV)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction of the following conditions:

Appears in 6 contracts

Samples: Subscription Agreement (Fintech Acquisition Corp V), Subscription Agreement (Virgin Orbit Holdings, Inc.), Subscription Agreement (Virgin Orbit Holdings, Inc.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 6 contracts

Samples: Subscription Agreement (Bright Lights Acquisition Corp.), Subscription Agreement (Bright Lights Acquisition Corp.), Subscription Agreement (Waldencast Acquisition Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the sale, purchase and sale issuance of the Shares Securities pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 6 contracts

Samples: Securities Purchase Agreement (TLG Acquisition One Corp.), Securities Purchase Agreement (TLG Acquisition One Corp.), Securities Purchase Agreement (Electriq Power Holdings, Inc.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase purchase, sale and sale issuance of the Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 3 contracts

Samples: Subscription Agreement (Movella Holdings Inc.), Subscription Agreement (Pathfinder Acquisition Corp), Subscription Agreement (Pathfinder Acquisition Corp)

Closing Conditions. a. (a) The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 3 contracts

Samples: Subscription Agreement (Janus International Group, Inc.), Agreement and Plan of Merger (FS Development Corp.), Subscription Agreement (Montes Archimedes Acquisition Corp)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Subscription Shares pursuant to this Subscription Agreement is subject to the satisfaction of the following conditions:

Appears in 3 contracts

Samples: Subscription Agreement (Pagaya Technologies Ltd.), Subscription Agreement (Pagaya Technologies Ltd.), Subscription Agreement (EJF Acquisition Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement is subject to the following conditionssatisfaction or valid waiver by the applicable party or parties of the conditions that, on the Closing Date:

Appears in 3 contracts

Samples: Subscription Agreement (Arisz Acquisition Corp.), Subscription Agreement (Arisz Acquisition Corp.), Subscription Agreement (Arisz Acquisition Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement is subject to the following conditionssatisfaction or valid waiver of the conditions that, on the Closing Date:

Appears in 3 contracts

Samples: Subscription Agreement (Mountain Crest Acquisition Corp. III), Subscription Agreement (Better Therapeutics, Inc.), Subscription Agreement (Mountain Crest Acquisition Corp II)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Preferred Shares pursuant to this Subscription Agreement is subject to the satisfaction of the following conditions:

Appears in 2 contracts

Samples: Preferred Shares Purchase Agreement (Pagaya Technologies Ltd.), Preferred Shares Purchase Agreement (Pagaya Technologies Ltd.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or waiver in writing by each party of the following conditions:

Appears in 2 contracts

Samples: Subscription Agreement (Highland Transcend Partners I Corp.), Subscription Agreement (Highland Transcend Partners I Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the issuance, purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 2 contracts

Samples: Subscription Agreement (Power & Digital Infrastructure Acquisition II Corp.), Subscription Agreement (Worldwide Webb Acquisition Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Shares Combined Units pursuant to this Subscription Agreement at the Initial Closing is subject to both of the following conditions:conditions (and the obligation of the parties hereto to consummate the purchase and sale of the Combined Units pursuant to this Subscription Agreement at the Subsequent Closing shall be subject to clause (i) below but not clause (ii) below):

Appears in 2 contracts

Samples: Subscription Agreement (ESGEN Acquisition Corp), Subscription Agreement (ESGEN Acquisition Corp)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale subscription of the Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 2 contracts

Samples: Form of Subscription Agreement (Oaktree Acquisition Corp. II), Form of Subscription Agreement (Oaktree Acquisition Corp. II)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Subject Shares pursuant to this Subscription Agreement is subject to the satisfaction or waiver (if permitted by law) of the following conditions:

Appears in 2 contracts

Samples: Subscription Agreement (Foster James Christopher), Subscription Agreement (L&F Acquisition Corp.)

Closing Conditions. a. The obligation obligations of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is are subject to the satisfaction or waiver in writing of each of the following conditions:

Appears in 2 contracts

Samples: Subscription Agreement (Spring Valley Acquisition Corp.), Subscription Agreement (Spring Valley Acquisition Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase acquisition and sale disposal of the Subscription Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 2 contracts

Samples: Subscription Agreement (Cohn Robbins Holdings Corp.), Subscription Agreement (Cohn Robbins Holdings Corp.)

Closing Conditions. a. The obligation obligations of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 2 contracts

Samples: Form of Subscription Agreement (Vector Acquisition Corp), Subscription Agreement (Stable Road Acquisition Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Shares Subscribed Notes pursuant to this Subscription Agreement is subject to the satisfaction or waiver (if permitted by law) of the following conditions:

Appears in 1 contract

Samples: Convertible Note Subscription Agreement (L&F Acquisition Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the sale, purchase and sale issuance of the Allocated Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 1 contract

Samples: Subscription Agreement (Tailwind Acquisition Corp.)

Closing Conditions. a. The obligation obligations of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or written waiver of the following conditions:

Appears in 1 contract

Samples: Subscription Agreement (Leo Holdings III Corp.)

Closing Conditions. a. The obligation respective obligations of the parties hereto each party to this Agreement to consummate the purchase and sale of the Purchased Shares pursuant to this Subscription Agreement is are subject to the fulfillment or written waiver of the following conditionsconditions as of the Closing:

Appears in 1 contract

Samples: Stock Purchase Agreement (Great Western Bancorp, Inc.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the following conditions:: (a) there shall not be in force any injunction or order enjoining or prohibiting the issuance and sale of the Shares under this Subscription Agreement; and (b) the terms of the Transaction Agreement (including the conditions thereto) shall not have been amended or waived in a manner that is materially adverse to the Investor (in its capacity as such).

Appears in 1 contract

Samples: Subscription Agreement (Social Capital Hedosophia Holdings Corp. II)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Investor’s Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 1 contract

Samples: Subscription Agreement (Globis Acquisition Corp.)

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Closing Conditions. a. The obligation of the parties hereto to consummate the sale, purchase and sale issuance of the Shares shares of Class A Common Stock pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 1 contract

Samples: Subscription Agreement (OCA Acquisition Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase issuance and sale subscription of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or waiver (if permitted by law) of the following conditions:

Appears in 1 contract

Samples: Subscription Agreement (NavSight Holdings, Inc.)

Closing Conditions. a. The (a)The obligation of the parties hereto to consummate the purchase and sale issuance of the Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 1 contract

Samples: Subscription Agreement (Eyenovia, Inc.)

Closing Conditions. a. The parties’ obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 1 contract

Samples: Preferred Stock Subscription Agreement (Ares Acquisition Corp)

Closing Conditions. a. (a) The obligation of the parties hereto to consummate the purchase and sale of the Shares Note pursuant to this Subscription Agreement is subject to the satisfaction or waiver in writing by each party of the following conditionscondition:

Appears in 1 contract

Samples: Subscription Agreement (Dynamics Special Purpose Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or written waiver of the following conditions:

Appears in 1 contract

Samples: Subscription Agreement (Pioneer Merger Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Backstop Subscription Agreement is shall be subject to the following conditions:

Appears in 1 contract

Samples: Backstop Subscription Agreement (GigCapital4, Inc.)

Closing Conditions. a. (a) The obligation of the parties hereto to consummate the purchase and sale of the Subscribed Shares pursuant to this Subscription Agreement is subject to the satisfaction or waiver in writing by each party of the following conditions:

Appears in 1 contract

Samples: Subscription Agreement (Dynamics Special Purpose Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the sale, purchase and sale issuance of the Shares Additional Securities pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 1 contract

Samples: Securities Purchase Agreement (TLG Acquisition One Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by each of the parties hereto of the following conditionsconditions on the Closing Date:

Appears in 1 contract

Samples: Subscription Agreement (Growth for Good Acquisition Corp)

Closing Conditions. a. The obligation obligations of the parties hereto to consummate the purchase and sale of the Shares Units pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 1 contract

Samples: Unit Subscription Agreement (Consonance-HFW Acquisition Corp.)

Closing Conditions. a. The obligation of the parties hereto to consummate the issuance, purchase and sale of the Committed Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 1 contract

Samples: Subscription Agreement (SilverSun Technologies, Inc.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Shares Units pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 1 contract

Samples: Subscription Agreement (Benson Hill, Inc.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or valid waiver by SPAC, on the one hand, or the Investor on the other hand, of the following conditions:

Appears in 1 contract

Samples: Subscription Agreement (Direct Selling Acquisition Corp.)

Closing Conditions. a. (a) The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction or waiver of the following conditions:

Appears in 1 contract

Samples: Subscription Agreement (Immunome Inc.)

Closing Conditions. a. The obligation of the parties hereto to consummate the purchase and sale of the Subscribed Shares pursuant to this Subscription Agreement is subject to the following conditions:

Appears in 1 contract

Samples: Subscription Agreement (Rosecliff Acquisition Corp I)

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