Conditions to The Buyer’s Obligation to Purchase Contract Clauses (742)
Grouped Into 2 Collections of Similar Clauses From Business Contracts
This page contains Conditions to The Buyer’s Obligation to Purchase clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Buyer. b. The Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer s...hall request) in accordance with Section 1(b) above. c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g. The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB. h. The Buyer shall have received an officer's certificate described in Section 3(c) above, dated as of the Closing Date.View More
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note Notes at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Buyer. b. The Company shall have delivered to the Buyer the duly executed Note (in such denominations as... the Buyer shall request) in accordance with Section 1(b) above. c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. d. conditions: (a) The representations and warranties of the Company contained in this Agreement and the other Transaction Documents shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the applicable Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. (b) The Buyer Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation by the Company of the purchase and sale of the Notes and the transactions contemplated hereby or under the Transaction Documents, all of which shall be in full force and effect. (c) The Buyers shall have received a certificate or certificates, certificate, executed by the chief executive an officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect Buyer. (d) The Company shall have executed and delivered to the Company's Certificate Buyer the Note in the amount set forth on the Buyer Omnibus Signature Pages affixed hereto. (e) The Company shall have delivered to the Buyer a certificate, executed on its behalf by an appropriate officer, dated as of Incorporation, By-laws and the Closing Date, certifying the resolutions adopted by its Board of Directors' resolutions relating to the transactions contemplated hereby. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of Directors approving the transactions contemplated by this Agreement. f. No event Agreement, the other Transaction Documents and the issuance of the Note, certifying the current versions of its Articles of Incorporation and By-laws (or equivalent documents) and certifying as to the signatures and authority of persons signing this Agreement on behalf of the Company. The foregoing certificate shall have occurred which could reasonably only be expected required to have a Material Adverse Effect be delivered on the Company including but not limited to a change Closing Date, unless any information contained in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g. The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB. h. The Buyer shall have received an officer's certificate described in Section 3(c) above, dated as of the Closing Date. has changed. View More
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note Units at the Closing is subject to the satisfaction, at or before the each applicable Closing Date Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion: a. discretion by providing the Company with prior written notice thereof: (e) The Company and each subsidiary (as the case may be) shall have duly executed and delivere...d to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the Purchase Shares and the Warrants as is set forth on the Buyer Schedule and the Company shall have complied in all respects with all obligations under this Agreement and delivered the same to other Transaction Documents, including, without limitation, the Buyer. b. Warrants and the Registration Rights Agreement. The Company shall have delivered to Buyer a certificate, in the Buyer form previously provided to the duly Company by Buyer, executed Note (in such denominations by the Secretary of the Company and dated as of the Buyer shall request) in accordance Closing Date, as to (i) the Signing Resolutions consistent with Section 1(b) above. c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, shall have been delivered to and acknowledged in writing 3(b) as adopted by the Company's Transfer Agent. d. The representations board of directors in a form reasonably acceptable to Buyer, (ii) the Certificate of Incorporation of the Company and warranties (iii) the Bylaws of the Company as in effect at the Closing. -10- (f) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Date, including, without limitation the issuance of all Securities prior to the Closing Date as required by the Transaction Documents and the Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance as may be required to fulfill its obligations pursuant to the Transaction Documents. Buyer shall have received a certificate or certificates, certificate, executed by the chief executive officer Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Buyer in the Buyer including, but not limited form reasonably acceptable to certificates with respect to Buyer. (g) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the Company's Certificate sale of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. e. Securities. (h) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreement. f. the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (i) No event shall have of default exists or has occurred for which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited has received a notice from a lender, under any outstanding loan or credit facility to a change in the 1934 Act reporting status of which the Company or any of its subsidiaries is a party, in connection with a breach of a financial covenant set forth in the failure governing agreement of such loan or credit facility; (j) The Company shall have delivered to Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement reasonably required to consummate the transactions contemplated hereby. (k) Such other conditions which are set forth on the Buyer Schedule. (l) No Event of Default has occurred and is continuing, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred; and (m) On or prior to the Closing, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, stockholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the Company state of its incorporation, that is or could become applicable to be timely in its 1934 Act reporting obligations. g. The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB. h. The Buyer shall have received an officer's certificate described in Section 3(c) above, dated as a result of the Closing Date. transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities. View More
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Buyer. b. The Company shall have delivered to the Buyer the duly executed Note (in in such deno...minations as the Buyer shall request) request and in accordance with Section 1(b) above. c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. 15 f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g. The Conversion Shares shall have been authorized for quotation on the OTCBB and trading Trading in the Common Stock on the OTCBB shall not have been suspended by the SEC SEC, FINRA or the OTCBB. h. The Company shall have delivered to the Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date. i. The Company shall have obtained and delivered to the Buyer written waivers and/or consents in favor of Buyer (in a form acceptable to the Buyer) from all existing lenders of the Company, including, without limitation, Novus Capital Group, LLC, James Baez-Silva, Kevin Maloney, and Stephen Hall, (collectively, the "Lenders"), (i) approving the Company's entry into this Agreement, the Note, and the transactions contemplated hereby and thereby, including the incurrence of the indebtedness evidenced by the Note and (ii) waiving any rights that they may have to declare a default and to pursue any remedies or impose any penalties thereon until no earlier than December __, 2016. j. Each of Gregory Hrncir and Kevin Maloney shall have executed the Pledge Agreement and delivered the same to the Buyer. k. The Company, the Buyer and each of the Lenders shall have executed Intercreditor Agreement. l. The Company, the Buyer and the other investors shall have entered into the Security Agreement. m. The Buyers shall have received an officer's certificate described opinion satisfactory in Section 3(c) above, dated as form and substance to them from Gregory Hrncir. n. The Company, the Buyer and each of the Closing Date. Lenders shall have executed the IP Security Agreement of even date herewith. View More
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase up to 6,550 Shares from the Company at the Closings contemplated by this Amendment is subject to the satisfaction, at or before each Closing, of the conditions to the Buyer's obligation to purchase set forth in Section 6(a) of the Agreement, other than Section 6(a)(iii) and 6(a)(iv) of the Agreement, and each of the following conditions, provided that all of these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any t...ime in its sole discretion by providing the Company with prior written notice thereof: (a) Other than as set forth in a Schedules attached hereto as Attachment A, the representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing. The Buyer shall have received a certificate, executed by an officer of the Company, dated as of the Closing, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer in the form attached hereto as Attachment B. (b) The Company shall have received the Second Dye SPA Waiver. (c) All of the conditions precedent to the obligations of the parties to the Star Buds Acquisitions to consummate the Star Buds Acquisitions shall have been satisfied or waived, such that the Star Buds Acquisitions shall close following the funding of the purchase price for the Shares sold in the Closing contemplated by this Amendment.View More
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase up to 6,550 Shares from the Company at the Closings contemplated by this Amendment is subject to the satisfaction, at or before each Closing, of the conditions to the Buyer's obligation to purchase set forth in Section 6(a) of the Agreement, other than Section 6(a)(iii) Sections 6(a)(ii), 6(a)(iii), 6(a)(iv), 6(a)(viii) and 6(a)(iv) 6(a)(ix) of the Agreement, which are hereby waived, and each of the following conditions, provided that all of thes...e conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: conditions: (a) Other than as set forth in a Schedules attached hereto as Attachment A, the representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing. The Buyer shall have received a certificate, executed by an officer of the Company, dated as of the Closing, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer in the form attached hereto as Attachment B. (b) The Company CRW shall have received waived its participation rights with respect to the Second Dye SPA Waiver. (c) All issuance and sale of the conditions precedent Shares pursuant to the obligations Section 5 of the parties to the Star Buds Acquisitions to consummate the Star Buds Acquisitions shall have been satisfied or waived, such that the Star Buds Acquisitions shall close following the funding of the purchase price for the Shares sold in the Closing contemplated by this Amendment. CRW Letter Agreement. View More
