Conditions to the Company’s Obligation to Sell Contract Clauses (742)

Grouped Into 3 Collections of Similar Clauses From Business Contracts

This page contains Conditions to the Company’s Obligation to Sell clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The Buyer shall have executed this Agreement and delivered the same to the Company. b. The Buyer shall have delivered the Purchase Price in accordance with Sect...ion 1(b) above. c. The representations and warranties of the Buyer 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 that time (except for representations and warranties that speak as of a specific date), and the Buyer 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 Buyer at or prior to the Closing Date. d. 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. View More
Found in Ascent Solar Technologies, Inc. contract
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Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. a) The Buyer Purchaser shall have executed this Agreement and delivered the same to the Company. b. b) The Buyer Purchaser shall have delivered the Pu...rchase Price in accordance with Section 1(b) above. c. to the Company. 12 c) The representations and warranties of the Buyer Purchaser 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 that time (except for representations and warranties that speak as of a specific date), and the Buyer Purchaser 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 Buyer Purchaser at or prior to the Closing Date. d. d) 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. View More
Found in Arista Financial Corp. contract
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The Buyer shall have executed this Agreement and delivered the same to the Company. b. The Buyer shall have delivered the Purchase Price in accordance with Sect...ion 1(b) above. c. The representations and warranties of the Buyer 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 that time (except for representations and warranties that speak as of a specific date), and the Buyer 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 Buyer at or prior to the Closing Date. d. 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. 8 7. 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 shall request) in accordance with Section 1(b) above. c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to 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 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 an exchange or electronic quotation system and trading in the Common Stock on such exchange or electronic quotation system shall not have been suspended by the SEC or an exchange or electronic quotation system. 9 h. The Buyer shall have received an officer's certificate described in Section 3(d) above, dated as of the Closing Date. View More
Found in True Nature Holding, Inc. contract
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note applicable Securities to the each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions thereto, conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed this A...greement each of the other Transaction Documents to which it is a party (are which are required to be executed by such Buyer at the Closing) and delivered the same to the Company. b. The (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price for the Securities being purchased at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (c) Such Buyer shall have executed and delivered, to the reasonable satisfaction of the Company, such questionnaires and documents in accordance support thereof that Company or its agents deem reasonably necessary (or prudent) to comply with Section 1(b) above. c. the requirements of Regulation D with respect to the transactions contemplated by this Agreement. (d) The representations and warranties of the such Buyer 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 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 such Buyer 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 such Buyer at or prior to the applicable Closing Date. d. 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. View More
Found in CESCA THERAPEUTICS INC. contract
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Conditions to the Company’s Obligation to Sell. (a) The obligation of the Company hereunder to issue and sell the Notes and the related Warrants to each Buyer 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 Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the other Transaction Documents to whi...ch it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Flow of Funds Letter. (iii) The representations and warranties of such Buyer 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 that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer 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 such Buyer at or prior to the Closing Date. View More
Found in TimefireVR Inc. contract
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Conditions to the Company’s Obligation to Sell. (a) The obligation of the Company hereunder to issue and sell the Notes and the related Warrants Convertible Debentures to each Buyer at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) (a) Such Buyer shall have executed each of t...he other Transaction Documents to which it is a party and delivered the same to the Company. (ii) (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) 4(d)) for the Note and the related Warrants Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Flow of Funds Letter. (iii) Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though originally 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 specific date), and such Buyer 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 such Buyer at or prior to the such Closing Date. View More
Found in Cantabio Pharmaceuticals Inc. contract
Conditions to the Company’s Obligation to Sell. (a) The obligation of the Company hereunder to issue and sell the Notes and the related Warrants to each Buyer 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 Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have duly executed and delivered to the Company an Investor ...Collateral Certificate and, at the Company's direction, an Investor Note to the Collateral Agent in such original principal amount as is set forth across from such Buyer's name in column (7) of the Schedule of Buyers. (ii) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) 43 (iii) Such Buyer and each other Buyer shall have delivered to the Company the Cash Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Flow of Funds Letter. (iii) (iv) The representations and warranties of such Buyer 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 that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer 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 such Buyer at or prior to the Closing Date. View More
Found in Helios & Matheson Analytics Inc. contract
Conditions to the Company’s Obligation to Sell. (a) The obligation of the Company hereunder to issue and sell the Notes and the related Warrants to each Buyer 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 Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the other Transaction Documents to whi...ch it is a party and an Investor Questionnaire, and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Note and the related Warrants being purchased by such Buyer at the Closing by check in collected funds through the Escrow Agent or wire transfer of immediately available funds in accordance with pursuant to the Flow of Funds Letter. wire instructions provided by the Company. (iii) The representations and warranties of such Buyer 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 that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer 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 such Buyer at or prior to the Closing Date. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. 25 (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) That the Earlier Investors shall have entered into a Consent and Modification Agreement, in the form attached hereto as Exhibit F, with the Company. (viii) That Notes having an aggregate principal amount of at least $5,000,000 are purchased by the Buyers. View More
Found in Atomera Inc contract
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Conditions to the Company’s Obligation to Sell. The Company's obligation to sell the Debentures to the Buyer pursuant to this Agreement on each Closing Date is conditioned upon: a. Purchase Price. Delivery to the Company of good funds as payment in full of the respective Purchase Price for the Debentures at each Closing in accordance with this Agreement; b. Representations and Warranties; Covenants. The accuracy on the Closing Date of the representations and warranties of the Buyer contained in this Agreement, each as if made on such date, an...d the performance by the Buyer on or before such date of all covenants and agreements of the Buyer required to be performed on or before such date; and c. Laws and Regulations; Consents and Approvals. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained. View More
Found in Clean Energy Technologies, Inc. contract
Conditions to the Company’s Obligation to Sell. The Company's obligation to sell the Debentures Series F Shares and Warrants to the Buyer Purchaser pursuant to this Agreement on each Closing Date is conditioned upon: a. Purchase Price. Delivery to the Company of good funds as payment in full of the respective Purchase Price for the Debentures Securities at each the Closing in accordance with this Agreement; b. Representations and Warranties; Covenants. The accuracy on the Closing Date of the representations and warranties of the Buyer Purchas...er contained in this Agreement, each as if made on such date, and the performance by the Buyer Purchaser on or before such date of all covenants and agreements of the Buyer Purchaser required to be performed on or before such date; and c. Laws and Regulations; Consents and Approvals. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained. View More
Found in BIOHITECH GLOBAL, INC. contract
Conditions to the Company’s Obligation to Sell. The Buyer understand that the Company's obligation to sell the Debentures Preferred Stock to the Buyer pursuant to this Agreement on each the Closing Date is conditioned upon: a. Purchase Price. The execution and delivery of this Agreement by the Buyer; b. Delivery by the Buyer to the Company of good funds as payment in full of an amount equal to the respective Purchase Price for the Debentures at each Closing Preferred Stock in accordance with this Agreement; b. Representations and Warranties; ...Covenants. c. The accuracy on the Closing Date of the representations and warranties of the Buyer contained in this Agreement, each as if made on such date, and the performance by the Buyer on or before such date of all covenants and agreements of the Buyer required to be performed on or before such date; and c. Laws and Regulations; Consents and Approvals. d. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained. View More
Found in RUBICON FINANCIAL INC contract
Conditions to the Company’s Obligation to Sell. The Company's obligation to sell the Debentures Securities to the Buyer pursuant to this Agreement on each the Closing Date is conditioned upon: a. Purchase Price. Delivery upon and subject to the Company fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Company: 9.1. The execution and delivery of this Agreement and, as applicable, the other Transaction Documents by the Buyer, including without limitation, the ...original fully executed Secured Buyer Notes. 9.2. Delivery by the Buyer of good funds as payment in full of an amount equal to the respective Initial Cash Purchase Price for the Debentures at each Closing in accordance with this Agreement; b. Representations and Warranties; Covenants. Agreement. 9.3. The accuracy on the Closing Date of the representations and warranties of the Buyer contained in this Agreement, each as if made on such date, and the performance by the Buyer on or before such date of all covenants and agreements of the Buyer required to be performed on or before such date; and c. Laws and Regulations; Consents and Approvals. date. 19 9.4. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained. View More
Found in CIRQUE ENERGY, INC. contract
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