Conditions of the Company’s Obligations at Closing Clause Example with 7 Variations from Business Contracts

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

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

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 (or valid waiver by the Company) on or before the Closing of each of the following conditions. 5.1. 5 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 th...is Agreement to be fulfilled as of or prior to the Closing shall have been performed in all material respects correct 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 (as defined shares of Common Stock in the Underwriting Agreement) Qualified IPO pursuant to the Registration Statement and the Underwriting Agreement. 5.3. Agreement (excluding shares of Common Stock pursuant to any option thereof). 5.3 Absence of Injunctions, Decrees, Etc. No During this 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

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 (or valid waiver by the Company) 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 in all material respects correct 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 (as defined shares of Common Stock in the Underwriting Agreement) Qualified IPO pursuant to the Registration Statement and the Underwriting Agreement. 5.3. Agreement (excluding shares of Common Stock pursuant to any option thereof). 5.3 Absence of Injunctions, Decrees, Etc. No During this 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

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 and the Parent 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 of or prior to the Closing shall have been performed in all material respects on and as of the Closing. 5.2. 6 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 Firm Shares (as defined in the Underwriting Agreement) pursuant to the Registration Statement and Underwriting Agreement, with an initial offering price to the Underwriting Agreement. 5.3. public (before underwriting discount and commissions) of at least $500 million. 6.3 Absence of Injunctions, Decrees, Etc. No During this 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

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 and the Parent 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 f...ulfilled 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 Underwriting Agreement, with an aggregate initial offering price to the Underwriting Agreement. 5.3. public (before underwriting discount and commissions) of at least $125 million. 5.3 Absence of Injunctions, Decrees, Etc. No During this 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

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