Condition to the Obligations of the Company. The obligations of the Company under Section 1.2 of this Agreement are subject to fulfillment, or the waiver, of the following condition on or before the Closing:
Condition to the Obligations of the Company. The obligations of the Company to issue, sell, and deliver the Acquired Shares to the Investor at the Closing are subject to fulfillment, or the waiver by the Company, of each of the following conditions on or before the Closing Date:
Condition to the Obligations of the Company. The obligation of the Company to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following condition: The representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date).
Condition to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver of the following further conditions: (i) Parent and Acquiror shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent and Acquiror contained in this Agreement that are qualified by reference to materiality or an Acquiror Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time (provided that representations made as of a specific date shall be required to be true and correct as of such date only), (B) the representations and warranties of the Parent and Acquiror set forth in Section 5.1, Section 5.2, Section 5.5 and Section 5.6 that are not qualified by Acquiror Material Adverse Effect shall have been true and correct in all respects when made and at and as of the Effective Time, as if made as of such time (provided that representations made as of a specific date shall be required to be true and correct as of such date only), and (C) all other representations and warranties of Parent and Acquiror shall be true and correct when made and at and as of the Effective Time as if made at and as of such time (provided that representations made as of a specific date shall be required to be true and correct as of such date only), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, does not have, and is not reasonably likely to have, an Acquiror Material Adverse Effect and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Parent and Acquiror to the foregoing effect.
Condition to the Obligations of the Company. The obligations of the Company to sell and deliver the Units is subject to the condition that at the Closing Dates, no stop orders suspending the effectiveness of the Registration Statement shall have been issued under the Act or any proceedings therefor initiated or threatened by the Commission. If the condition to the obligations of the Company provided for in this Section has been fulfilled on the First Closing Date but is not fulfilled after the First Closing Date and prior to the Option Closing Date, then only the obligation of the Company to sell and deliver the Units on exercise of the option provided for in Section 2(b) hereof shall be affected.
Condition to the Obligations of the Company. The obligations of the Company to issue and sell the Series C Preferred Stock to the Purchasers at the Closing are subject to fulfillment, or the waiver by the Company, of each of the following conditions on or before the Closing:
Condition to the Obligations of the Company. The obligations of the Company under Section 1.2 of this Agreement are subject to the representations and warranties of the Purchasers contained in Section 5 being true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of that date.
Condition to the Obligations of the Company. The obligations of the Company to sell the Securities shall be subject to the occurrence of the Effective Date (as defined in the Credit Agreement) substantially concurrently with the delivery of and payment for the Securities on the Closing Date. If such condition specified in this Section 7 shall not have been fulfilled on the Closing Date, this Agreement and all obligations of the Company hereunder may be cancelled at, or substantially concurrently with, the Closing Date by the Company. Notice of such cancellation shall be given to the Representative in writing or by telephone or facsimile confirmed in writing.
Condition to the Obligations of the Company. The obligations of the Company to pay the Conversion Payment and deliver the Conversion Shares to the Holders at the Closing are subject to fulfillment, or the waiver, of the following condition on or before the Closing, of each of the following conditions:
Condition to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction of the conditions on or prior to the Closing Date that: (a) all of the representations and warranties of Parent and Merger Sub set forth herein that are qualified as to materiality, Material Adverse Effect or Material Adverse Change shall be true and correct, and all of the representations and warranties that are not so qualified shall be true and correct in all material respects, in each case on and as of the Effective Time and at all times prior to the Effective Time (except to the extent such representations and warranties are made as of a specific date, in which case such representations and warranties shall be true and correct, or true and correct in all material respects, as the case may be, as of such date); and (b) Parent and Merger Sub shall have performed in all material respects all obligations arising under the agreements and covenants required to be performed by them prior to or on the Closing Date.
