Conditions of the Company’s Obligations at Closing Contract Clauses (106)

Grouped Into 7 Collections of Similar Clauses From Business Contracts

This page contains Conditions of the Company’s Obligations at Closing clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Conditions of the Company’s Obligations at Closing. The obligations of the Company under Section 1 of this Agreement are subject to the fulfillment as of the Closing of each of the following conditions. 5.1. Representations, Warranties and Covenants. The representations and warranties of the Investor contained in Section 3 of this Agreement shall be true on and as of the Closing, and the covenants and agreements of the Investor set forth in this Agreement to be fulfilled as of or prior to the Closing shall have been performed in all material resp...ects on and as of the Closing. 5.2. Public Offering Shares. The Underwriters shall have purchased, immediately prior to the purchase of the Shares by the Investor hereunder, the Initial Securities (as defined in the Underwriting Agreement) pursuant to the Registration Statement and the Underwriting Agreement. 5.3. Absence of Injunctions, Decrees, Etc. No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated at the Closing. View More
Found in Samba TV, Inc. contract
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Conditions of the Company’s Obligations at Closing. The obligations of the Company under Section 1 subsection 1.1 of this Agreement are subject to the fulfillment as of on or before the Closing of each of the following conditions. 5.1. 6.1 Representations, Warranties and Covenants. The representations representations, warranties and warranties covenants of the Investor contained in Section 3 of this Agreement 4 shall be true on and as of the Closing, and the covenants and agreements of the Investor set forth in this Agreement to be fulfilled as o...f or prior to the Closing shall have been performed in all material respects correct on and as of the Closing. 5.2. 6.2 Public Offering Shares. The Underwriters shall have purchased, immediately prior to the purchase of the Shares by the Investor hereunder, the Initial Securities (as defined in the Underwriting Agreement) pursuant to the Registration Statement and the Underwriting Agreement. 5.3. 6.3 Absence of Injunctions, Decrees, Etc. No During the period from the date of this Agreement to immediately prior to the Closing, no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated at the Closing. View More
Found in Medallia, Inc. contract
Conditions of the Company’s Obligations at Closing. The obligations of the Company under Section 1 subsection 1.1 of this Agreement are subject to the fulfillment as of on or before the Closing of each of the following conditions. 5.1. 5.1 Representations, Warranties and Covenants. The representations representations, warranties and warranties covenants of the Investor contained in Section 3 of this Agreement shall be true on and as of the Closing, and the covenants and agreements of the Investor set forth in this Agreement to be fulfilled as of ...or prior to the Closing shall have been performed correct in all material respects on and as of the Closing. 5.2. Public Offering Shares. 5.2 Lock-Up Agreement. The Underwriters Investor shall have purchased, immediately prior delivered to the purchase Underwriters a duly executed Lock-Up Agreement pursuant to Section 3.11 of this Agreement. 5.3 Closing of the Shares by the Investor hereunder, the Initial Securities (as defined in the Underwriting Agreement) pursuant to the Registration Statement and the Underwriting Agreement. 5.3. IPO. The Qualified IPO shall have closed. 5.4 Absence of Injunctions, Decrees, Etc. No During the period from the date of this Agreement to immediately prior to the Closing, no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated at the Closing. View More
Found in DoubleVerify Holdings, Inc. contract
Conditions of the Company’s Obligations at Closing. The obligations of the Company under Section 1 of this Agreement are subject to the fulfillment as of the Closing of each of the following conditions. 5.1. 5.1 Representations, Warranties and Covenants. The representations and warranties of the Investor contained in Section 3 of this Agreement shall be true on and as of the Closing, and the covenants and agreements of the Investor set forth in this Agreement to be fulfilled as of or prior to the Closing shall have been performed in all material ...respects on and as of the Closing. 5.2. 5.2 Public Offering Shares. The Underwriters shall have purchased, immediately prior to the purchase of the Shares by the Investor hereunder, the Initial Securities Firm Shares (as defined in the Underwriting Agreement) pursuant to the Registration Statement and the Underwriting Agreement. 5.3. 5.3 Absence of Injunctions, Decrees, Etc. No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated at the Closing. 6 6. Termination. This Agreement shall terminate (i) at any time upon the written consent of the Company and the Investor, (ii) upon the withdrawal by the Company of the Registration Statement, (iii) upon notice from the Investor at any time if the Company files, after the date hereof, any amendment to the Registration Statement that contains any material change to the information contained in the latest Registration Statement on file with the SEC as of the date hereof that, had such information been known as of the date hereof, would reasonably have had an adverse impact on the Investor's decision to invest in the Company (which, for the avoidance of doubt, shall in no event include (a) the disclosure of the transaction contemplated hereby, (b) information related to the IPO such as the IPO Price and the number of shares of Common Stock sold in the IPO or (c) financial statements that are updated following the completion of a new fiscal quarter or year), unless the Company has obtained the Investor's prior written consent (with email being sufficient) to such amendment, or (iv) on March 31, 2022 if the Closing has not occurred. View More
Found in INTERMEDIA CLOUD COMMUNICATIONS, INC. contract
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Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell Shares to the Purchaser at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived: 5.1 Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct in all material respects as of the Closing. 15 5.2 Performance. The Purchaser shall have performed and complied with all covenants, agreements, obligations and condi...tions contained in this Agreement that are required to be performed or complied with by them on or before the Closing. 5.3 Qualifications, All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Share pursuant to this Agreement shall be obtained and effective as of the Closing. 5.4 Amendment to Investors' Rights Agreement. The Purchaser shall have executed and delivered the Amendment to Investors' Rights Agreement. 5.5 Amendment to Right of First Refusal and Co-Sale Agreement and Voting Agreement. The Purchaser shall have executed and delivered the Amendment to Right of First Refusal and Co-Sale Agreement and Voting Agreement. 5.6 Right of First Negotiation Agreement. The Purchaser shall have executed and delivered the Right of First Negotiation Agreement. View More
Found in ANTERIOS INC contract
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Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell Shares to the Purchaser Purchasers at the any Closing are subject to the fulfillment, on or before the such Closing, of each of the following conditions, unless otherwise waived: 5.1 Representations and Warranties. The representations and warranties of the each Purchaser contained in Section 3 shall be true and correct in all material respects as of the such Closing. 15 5.2 Performance. The Purchaser Purchasers shall have performed and complied with all cov...enants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the such Closing. -13- 5.3 Qualifications, Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Share Shares pursuant to this Agreement shall be obtained and effective as of the such Closing. 5.4 Amendment to Investors' Rights Agreement. The Each Purchaser shall have executed and delivered the Amendment to Investors' Rights Agreement. 5.5 Amendment to Right of First Refusal and Co-Sale Agreement and Voting Agreement. The Purchaser shall have executed and delivered the Amendment to Right of First Refusal and Co-Sale Agreement and Voting Agreement. 5.6 Right of First Negotiation Agreement. The Purchaser shall have executed and delivered the Right of First Negotiation Agreement. View More
Found in Super League Gaming, Inc. contract
Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell Shares and Warrants to the Purchaser Purchasers at the Initial Closing or any subsequent Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived: 5.1 Representations and Warranties. The representations and warranties of the each Purchaser contained in Section 3 shall be true and correct in all material respects as of the such Closing. 15 5.2 Performance. The Purchaser Purchasers shall ha...ve performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the such Closing. 5.3 Qualifications, Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Share Shares and Warrants, as applicable, pursuant to this Agreement shall be obtained and effective as of the Closing. 5.4 Amendment to Investors' Registration Rights Agreement. The Each Purchaser shall have executed and delivered the Amendment to Investors' Registration Rights Agreement, substantially in the form of Exhibit E hereto. 12 5.5 Amended and Restated Stockholders Agreement. 5.5 Amendment to Right Each Purchaser and the other stockholders of First Refusal and Co-Sale Agreement and Voting Agreement. The Purchaser the Company named as parties thereto shall have executed and delivered the Amendment to Right Amended and Restated Stockholders Agreement, substantially in the form of First Refusal and Co-Sale Agreement and Voting Agreement. 5.6 Right of First Negotiation Agreement. The Purchaser shall have executed and delivered the Right of First Negotiation Agreement. Exhibit F hereto. View More
Found in Capstone Therapeutics Corp. contract
Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell Shares to the Purchaser Purchasers at the Initial Closing or any subsequent Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless . otherwise waived: 5.1 Representations and Warranties. The representations and warranties of the each Purchaser contained in Section 3 shall be true and correct in all material respects as of the Closing. 15 5.2 Performance. The Purchaser Purchasers shall have performed and... complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the Closing. 16 5.3 Qualifications, Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Share pursuant to this Agreement shall be obtained and effective as of the Closing. 5.4 Amendment to Amended and Restated Investors' Rights Agreement. The Each Purchaser shall have executed and delivered the Amendment to Amended and Restated Investors' Rights Agreement. 5.5 Amendment to Amended and Restated Right of First Refusal and Co-Sale Agreement and Voting Agreement. The Each Purchaser shall have executed and delivered the Amendment to Amended and Restated Right of First Refusal and Co-Sale Agreement Agreement. 5.6 Amended and Restated Voting Agreement. 5.6 Right of First Negotiation Agreement. The Each Purchaser shall have executed and delivered the Right Amended and Restated Voting Agreement. 5.7 Opinion of First Negotiation Company Counsel. The Purchasers shall have received from Faber Daeufer & Rosenberg PC, counsel for the Company, an opinion, dated as of the date of such Closing, in substantially the form of Exhibit G attached to this Agreement. View More
Found in ANTERIOS INC contract
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Conditions of the Company’s Obligations at Closing. The obligations of the Company to each Purchaser under this Agreement are subject to the fulfillment, on or before the applicable Closing, of each of the following conditions, unless otherwise waived: (a) Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true in all material respects on each closing and as of the Initial Closing with the same effect as though such representations and warranties had been made on and as of the date of... the Initial Closing. (b) Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Notes pursuant to this Agreement shall be obtained and effective as of the Closing. View More
Found in BTCS Inc. contract
Conditions of the Company’s Obligations at Closing. The obligations of the Company to each Purchaser under this Agreement are subject to the fulfillment, on or before the applicable each Closing, of each of the following conditions, unless otherwise waived: (a) 5.1 Representations and Warranties. The representations and warranties of the Company each Purchaser contained in Section 3 shall be true in all material respects on each closing and as of the Initial such Closing with the same effect as though such representations and warranties had been ...made on and as of the date of the Initial such Closing. (b) 5.2 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Notes pursuant to this Agreement shall be obtained and effective as of such Closing. 5.3 Subordination Agreement. The Company will have received a copy of the Closing. Subordination Agreement executed by each Purchaser and the Senior Lenders. View More
Found in Bridgeline Digital, Inc. contract
Conditions of the Company’s Obligations at Closing. The obligations of the Company to each Purchaser under this Agreement are subject to the fulfillment, on or before the applicable Closing, of each of the following conditions, unless otherwise waived: (a) Representations Representations, Warranties and Warranties. Covenants. The representations and warranties of the Company each Purchaser contained in Section 3 4 shall be true in all material respects on each closing and as of the Initial Closing with the same effect as though such representatio...ns and warranties had been made on and as of the date Closing and the Purchaser shall have complied with all covenants in this Agreement, the Security Agreement, the Note and the other agreements and documents contemplated hereby to be complied with as of or prior to the Initial Closing. (b) Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Notes Securities pursuant to this Agreement shall be obtained and effective as of the Closing. View More
Found in GENERAL CANNABIS CORP contract
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Conditions of the Company’s Obligations at Closing. 6.1Representations, Warranties and Covenants. 6.2Public Offering Shares. 6.3Absence of Injunctions, Decrees, Etc.
Found in Medallia, Inc. contract
Conditions of the Company’s Obligations at Closing. 6.1Representations, 5.1Representations, Warranties and Covenants. 6.2Public 5.2Public Offering Shares. 6.3Absence 5.3Absence of Injunctions, Decrees, Etc.
Found in Paymentus Holdings, Inc. contract
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Conditions of the Company’s Obligations at Closing. The obligations of the Company to the Investor under this Agreement are subject to the fulfillment on or before the Closing, of each of the following conditions, unless otherwise waived in writing by the Company: 5.1 Representations and Warranties. The representations and warranties contained in Section ‎3 shall have been true in all respects on and as if made as of the Closing. 5.2 Performance. The Investor shall have performed and complied, in all respects, with all agreements, obligations and... conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. View More
Found in Intellisense Solutions Inc. contract
Conditions of the Company’s Obligations at Closing. The obligations of the Company to the Investor Investors under this Agreement are subject to the fulfillment on or before the Closing, of each of the following conditions, unless otherwise waived in writing by the Company: 5.1 7.1 Representations and Warranties. The representations and warranties contained in Section ‎3 ‎4 shall have been true in all respects on and as if made as of the Closing. 5.2 7.2 Performance. The Investor Each of the Investors shall have performed and complied, in all res...pects, with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. 7.3 Satisfaction of Closing Conditions under SEA: Each of the conditions to closing for the Securities Exchange, as shall be further stipulated and expressed in the SEA, shall have been satisfied in accordance with the provisions of the SEA. View More
Found in Intellisense Solutions Inc. contract
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Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell Shares to the Investor at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived: 9.1 Representations and Warranties. The representations and warranties of the Investor contained in Section 4 shall be true and correct in all respects as of the Closing. 9.2 Performance. The Investor shall have performed and complied with all covenants, agreements, obligations and conditions contained... in this Agreement that are required to be performed or complied with by them on or before such Closing. 9.3 Compliance Certificate. An authorized officer of the Investor shall deliver to the Company a certificate certifying that the conditions specified in Section 9.1 and Section 9.2 with respect to the Investor have been fulfilled. 9.4 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Closing. View More
Found in Calithera Biosciences, Inc. contract
Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell Shares to the Investor at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived: 9.1 8.1 Representations and Warranties. The representations and warranties of the Investor contained in Section 4 shall be true and correct in all respects as of the Closing. 9.2 8.2 Performance. The Investor shall have performed and complied with all covenants, agreements, obligations and conditions c...ontained in this Agreement that are required to be performed or complied with by them on or before such Closing. 9.3 11 8.3 Compliance Certificate. An authorized officer of the Investor shall deliver to the Company a certificate certifying that the conditions specified in Section 9.1 8.1 and Section 9.2 8.2 with respect to the Investor have been fulfilled. 9.4 8.4 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Closing. 8.5 Market Standoff Agreement. The Investor shall have executed and delivered the Market Standoff Agreement. 8.6 Standstill and Stock Restriction Agreement. The Investor shall have executed and delivered the Standstill and Stock Restriction Agreement. View More
Found in Denali Therapeutics Inc. contract
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Conditions of the Company’s Obligations at Closing. The obligations of the Company to each Subscriber under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived: (a) Representations and Warranties. The representations and warranties of each Subscriber contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing. (b) Qualifications. All authorizations, approvals ...or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing. La Rosa Holdings Corp. Convertible Note Purchase Agreement 7 (c) Delivery. The Subscriber shall have delivered :(i) to the Company a dated and executed signature page to this Agreement, with all blanks properly completed; and (ii) the Purchase Price to the Trust Account. View More
Found in La Rosa Holdings Corp. contract
Conditions of the Company’s Obligations at Closing. The obligations of the Company to each Subscriber under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived: (a) Representations and Warranties. The representations and warranties of each Subscriber contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing. (b) Qualifications. All authorizations, approvals ...or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing. La Rosa Holdings Corp. Convertible Note Purchase Agreement 7 (c) Delivery. The Subscriber shall have delivered :(i) to the Company Company: (i) a dated and executed signature page to this Agreement, with all blanks properly completed; and (ii) the Purchase Price to the Trust Account. Escrow Account; (iii) a dated completed and signed Accredited Investor Questionnaire attached as Exhibit B hereto; each with all blanks properly completed. View More
Found in Adamas One Corp. contract
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