Conditions of the Company’s Obligations at Closing Clause Example with 5 Variations from Business Contracts

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

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 c...omplied 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. 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 No. 2 to the Amended and Restated Investors' Rights Agreement. The Each Purchaser shall have executed and delivered that certain Amendment No. 2 to the Amendment to Amended and Restated Investors' Rights Agreement. 5.5 Amendment No. 2 to the Amended and Restated Right of First Refusal and Co-Sale Agreement and Amended and Restated Voting Agreement. The Each Purchaser shall have executed and delivered the that certain Amendment No. 2 to that certain Amended and Restated Right of First Refusal and Co-Sale Agreement and Amended and Restated Voting Agreement. 5.6 Right of First Negotiation Agreement. The Purchaser shall have executed and delivered the Right of First Negotiation Agreement. View More

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

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

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, 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 Negotiation 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