Conditions Precedent to the Obligations of the Company Clause Examples
The 'Conditions Precedent to the Obligations of the Company' clause defines specific requirements that must be satisfied before the company is legally required to fulfill its obligations under an agreement. These conditions might include obtaining regulatory approvals, securing financing, or the completion of due diligence by another party. By setting out these prerequisites, the clause ensures that the company is not bound to proceed unless certain key events or actions have occurred, thereby protecting the company from undue risk and clarifying the sequence of contractual responsibilities.
Conditions Precedent to the Obligations of the Company. The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.
Conditions Precedent to the Obligations of the Company. The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.
(a) Accuracy of the Investor's Representations and Warranties. The representations and warranties of the Investor shall be true and correct in all material respects.
(b) Performance by the Investor. The Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.
Conditions Precedent to the Obligations of the Company. The obligations of the Company to consummate the Contemplated Transactions and to take the other actions required to be taken by the Company at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Company, in whole or in part):
Conditions Precedent to the Obligations of the Company. The obligation of the Company to sell the Securities at the Closing is subject to the satisfaction or waiver by the Company, at the Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Company. The obligation of the Company to issue a Note to an Investor at the Closing is subject to the satisfaction or waiver by the Company, at or before such Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Company. The obligation of the Company to consummate the Merger is also subject to the satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by the Company:
Conditions Precedent to the Obligations of the Company. The obligations of the Company hereunder are, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:
Conditions Precedent to the Obligations of the Company. The obligation of the Company to issue the Units at a Closing is subject to the satisfaction or waiver by the Company, at or before such Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Company. The obligation of the Company to effect the Closing is subject to the satisfaction, or waiver by the Company, of the following conditions:
(a) The representations and warranties of the Trust contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing and all agreements contained in this Agreement to be performed by the Trust prior to or at the Closing shall have been performed.
(b) The Trust shall have obtained the respective concurrences of the SCB and the Futures Representative to the Amended Supplemental Agreement and the Trust Amendment in a form reasonably acceptable to the Company.
(c) The Order shall have been issued and be in a form reasonably acceptable to the Company, which Order shall be in full force and effect but may be subject to appeal or discretionary review by another court; provided, however, that if upon its review of objections raised to the issuance of the Order, the Company believes in good faith after consultation with the Trust that, as a condition to the Company's obligations under this Agreement, the Order should be a Final Order, then for purposes of this condition the Company may require that the Order be a Final Order.
(d) There shall not be any effective injunction, writ, preliminary restraining order or other order of any nature issued by a court of competent jurisdiction, and no person shall have commenced any proceeding which would be reasonably likely to result in the issuance of any such injunction, writ, preliminary restraining order or other order, in each case prohibiting the consummation of the transaction contemplated hereby.
(e) The Merger shall have been consummated.
(f) The Trust shall have irrevocably instructed its relevant banking institution(s) that (1) the Company Amount and (2) all of the cash proceeds paid to the Trust as a result of the conversion of its shares of Company Common Stock pursuant to the Merger, upon receipt, shall be immediately transferred to the Designated Settlement Fund portion of the Trust by transfer of immediately available funds.
Conditions Precedent to the Obligations of the Company. The obligations of the Company to consummate the Closing shall be subject to the satisfaction or waiver of each of the following conditions, any of which may be waived exclusively by the Company:
(a) The representations and warranties of Elevation set forth in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except (i) for any failure to be so true and correct that would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of Elevation to fully perform its covenants and obligations under this Agreement, (ii) for changes contemplated by this Agreement, and (iii) for those representations and warranties which address matters only as of a particular date, which representations shall have been true and correct as of such particular date, except for any failure to be so true and correct as of such particular date that would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of Elevation to fully perform its covenants and obligations under this Agreement.
(b) Elevation shall have performed in all material respects the obligations that are to be performed by it under this Agreement at or prior to the Closing.
(c) The Company shall have received a certificate of Elevation, validly executed for and on behalf of Elevation by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied.
(d) Elevation shall have executed and delivered to the Company the Amended and Restated Stockholders’ Agreement.
(e) Elevation shall have executed and delivered to the Company the Amended and Restated Registration Rights Agreement.