Conditions to Closing and Conditions to the Sale and Purchase of the Shares Sample Clauses

Conditions to Closing and Conditions to the Sale and Purchase of the Shares. 30 Section 7.1. Conditions Precedent to Closing 30 Section 7.2. Conditions Precedent to Commencement 31 Section 7.3. Conditions Precedent to VWAP Purchases after Commencement Date 35 ARTICLE VIII TERMINATION 38 Section 8.1. Automatic Termination 38 Section 8.2. Other Termination 38 Section 8.3. Effect of Termination 39 ARTICLE IX INDEMNIFICATION 39 Section 9.1. Indemnification of Investor 39 Section 9.2. Indemnification Procedures 40 ARTICLE X MISCELLANEOUS 41 Section 10.1. Certain Fees and Expenses 41 Section 10.2. Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial 42 Section 10.3. Entire Agreement 42 Section 10.4. Notices 43 Section 10.5. Waivers 44 Section 10.6. Amendments 44 Section 10.7. Headings 44 Section 10.8. Construction 44 Section 10.9. Binding Effect 44 Section 10.10. No Third-Party Beneficiaries 44 Section 10.11. Governing Law 44 Section 10.12. Survival 45 Section 10.13. Counterparts 45 Section 10.14. Publicity 45 Section 10.15. Severability 45 Section 10.16. Further Assurances 45 ANNEX I DEFINITIONS EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT EXHIBIT B CLOSING CERTIFICATE EXHIBIT C COMPLIANCE CERTIFICATE EXHIBIT D FORM OF VWAP PURCHASE NOTICE SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT is made and entered into as of April 14, 2023 (this “Agreement”), by and between Nomura Securities International, Inc., a New York corporation (the “Investor”), and Moolec Science SA, a company incorporated under the laws of the Grand Duchy of Luxembourg as a société anonyme having its registered office at 00, Xxxxxxxxx X.X. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés de Luxembourg) under number B268440 (the “Company”).
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Conditions to Closing and Conditions to the Sale and Purchase of the Shares 
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Related to Conditions to Closing and Conditions to the Sale and Purchase of the Shares

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • 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:

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

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