Common use of Additional Conditions to Obligations Clause in Contracts

Additional Conditions to Obligations. of the Company at Each Closing. The obligations of the Company to consummate the transactions contemplated hereby to be consummated at each Closing shall be subject to the satisfaction or waiver at or prior to the applicable Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct in all respects at and as of the date they were made, and shall be true and correct in all respects at and as of such Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects (without regard to any qualifiers with respect to materiality or material adverse effect set forth therein) would have, in the aggregate, a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; (b) the Purchaser shall have performed, in all material respects, all of its obligations contemplated herein to be performed by the Purchaser on or prior to such Closing Date; (c) the Series A Holder Approval and the Company Stockholder Approval shall have been obtained; and (d) the Purchaser shall have delivered the following to the Company: (i) the portion of the purchase price payable for the Preferred Shares and Warrants being purchased at such Closing; (ii) an officer's certificate certifying as to the Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this Section 6.3; (iii) an opinion of the Purchaser's independent counsel in substantially the form of, or as to substantially the matters set forth in, Exhibit 6.3(d); and (iv) such other documents as may be required by this Agreement or reasonably requested by the Company.

Additional Conditions to Obligations. of the Company at Each the Closing. The obligations of the Company to issue and sell the Unsubscribed Shares and to issue the Standby Commitment Fee Warrants and to consummate the other transactions contemplated hereby to be consummated at each Closing shall be subject to the satisfaction (or waiver by the Company) at or prior to the applicable Closing Date of each of the following additional conditions: (a) the representations and warranties of the each Purchaser contained set forth in this Agreement shall have been true and correct (disregarding for these purposes, the phrases "material," "materially," "in all respects at material respects," "Material Adverse Effect" and as of the date they were made, and any similar phrase) shall be true and correct as of the Closing, as though made on and as of the Closing (except to the extent such representations and warranties relate to an earlier date, in all respects at which case such representations and warranties shall be true and correct, on and as of such Closing Date earlier date (unless any such representations and warranties are stated to be made as of a date other than disregarding for these purposes, the date hereof, in which case they shall have been true and correct phrases "material," "materially," "in all respects as of that datematerial respects," "Material Adverse Effect" and any similar phrase); provided), that this condition shall be deemed satisfied unless the failure of except for such representations and warranties failures to be true and correct in all respects (without regard to any qualifiers with respect to materiality which, individually or material adverse effect set forth therein) would have, in the aggregate, have not had and are not reasonably likely result in a material adverse effect on the such Purchaser's ability to perform its obligations under consummate the transactions contemplated by this Agreement;; provided, however, that in the event that one or more Purchasers fails to satisfy the condition specified in this Section 6.3(a) (such Purchasers are referred to for purposes of this proviso as the "BREACHING PURCHASERS") but the other Purchasers that have satisfied such condition agree to purchase the Unsubscribed Shares to be purchased by such Breaching Purchasers, then this condition shall nonetheless be deemed to be satisfied; and (b) the each Purchaser shall have performed, performed and complied in all material respects, all of its obligations contemplated herein respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by the Purchaser it on or prior to such the Closing Date; provided, however, that in the event that one or more Purchasers fails to satisfy the condition specified in this Section 6.3(b) (such Purchasers are referred to for purposes of this proviso as the "BREACHING PURCHASERS") but the other Purchasers that have satisfied such condition agree to purchase the Unsubscribed Shares to be purchased by such Breaching Purchasers, then this condition shall nonetheless be deemed to be satisfied; (c) the Series A Holder Approval and the Company Stockholder Approval shall have been obtained; and (d) the each Purchaser shall have delivered the following to the Company: (i) the portion of the purchase price payable for the Preferred Unsubscribed Shares and Warrants being purchased at which such Closing;Purchaser is acquiring; and (ii) an officer's certificate certifying as to the such Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this Section 6.3; (iii) an opinion of the Purchaser's independent counsel in substantially the form of, or as to substantially the matters set forth in, Exhibit 6.3(d); and (iv) such other documents as may be required by this Agreement or reasonably requested by the Company.

Additional Conditions to Obligations. of Each of the Company Purchasers at Each the Closing. The obligations obligation of each Purchaser to purchase the Company to Unsubscribed Shares and consummate the other transactions contemplated hereby to be consummated at each Closing shall be subject to the satisfaction or waiver by the Required Purchasers at or prior to the applicable Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser contained Company set forth in this Agreement shall have been true and correct (disregarding for these purposes, the phrases "material," "materially," "in all respects at material respects," "Material Adverse Effect" and as of the date they were made, and any similar phrase) shall be true and correct as of the Closing, as though made on and as of the Closing (except to the extent such representations and warranties relate to an earlier date, in all respects at which case such representations and warranties shall be true and correct, on and as of such Closing Date earlier date (unless any such representations and warranties are stated to be made as of a date other than disregarding for these purposes, the date hereof, in which case they shall have been true and correct phrases "material," "materially," "in all respects as of that datematerial respects," "Material Adverse Effect" and any similar phrase); provided), that this condition shall be deemed satisfied unless the failure of except for such representations and warranties failures to be true and correct in all respects (without regard to any qualifiers with respect to materiality which, individually or material adverse effect set forth therein) would have, in the aggregate, have not had and are not reasonably likely to result in a material adverse effect on the Purchaser's ability to perform its obligations under this AgreementMaterial Adverse Effect; (b) the Purchaser Company shall have performed, performed and complied in all material respects, all of its obligations contemplated herein respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by the Purchaser it on or prior to such the Closing Date; (c) from the Series A Holder Approval date hereof through the Closing Date, there shall not have occurred, and the Company Stockholder Approval shall have been obtained; andbe continuing, a Material Adverse Effect; (d) from the Purchaser date hereof through the Closing Date, there shall not have occurred, and be continuing, a suspension of the trading of the Common Stock by the SEC or by Nasdaq National Market; (e) the Company shall have delivered the following certificates for the Unsubscribed Shares to the Company: (i) the portion of the purchase price payable for the Preferred Shares and Warrants being purchased at such ClosingPurchasers; (iif) the Company shall have executed and delivered the Registration Rights Agreement and the Standby Commitment Fee Warrants; (g) the Company shall have delivered to the Purchasers an officer's certificate certifying as to the Purchaser's its compliance with the conditions set forth in clauses (a) through (d) and (bk) of this Section 6.36.2; (h) the Company's counsel shall have delivered to the Purchasers an opinion dated the Closing Date in form and substance reasonably acceptable to the Purchasers, which shall include the opinions set forth in Exhibit D hereto; (i) the Company shall have delivered to the Purchasers a certificate dated as of the Closing Date executed by the Secretary of the Company certifying (i) the charter documents of the Company; (ii) certificates of good standing of the Company in its jurisdiction of organization; (iii) an opinion resolutions duly adopted by the Board of Directors of the Purchaser's independent counsel Company approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions have not been amended and remain in substantially the form of, or full force and effect; and (iv) as to substantially the matters set forth inincumbency of each signatory of the Company; (j) the Company shall have obtained approval for listing the Unsubscribed Shares and the Warrant Shares on the Nasdaq National Market, Exhibit 6.3(d)subject to issuance; and (ivk) such other documents as may be required by this Agreement or the Company shall have reasonably requested demonstrated that, following the consummation of the Rights Offering and the purchase of the Unsubscribed Shares by the Purchasers pursuant to this Agreement, together with other sources of payment available to the Company, the Company will have sufficient funds to repay or redeem at least two-thirds of the outstanding shares of Series B Preferred Stock and to repay the Senior Accreting Notes in full.

Additional Conditions to Obligations. of the Company Purchaser at Each ------------------------------------------------------------- Closing. The obligations of the Company Purchaser to consummate the transactions ------- contemplated hereby to be consummated at each Closing shall be subject to the satisfaction or waiver at or prior to the applicable Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser Company contained in this Agreement shall have been true and correct in all respects at and as of the date they were made, and shall be true and correct in all respects at and as of such Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects (without regard to any qualifiers with respect to materiality or material adverse effect Material Adverse Effect set forth therein) would have, in the aggregate, a Material Adverse Effect or would have, in the aggregate, a material adverse effect on the PurchaserCompany's ability to perform its obligations under this Agreement; (b) the Purchaser Company shall have performed, in all material respects, all of its obligations contemplated herein to be performed by the Purchaser Company on or prior to such Closing Date; (c) from the date hereof through such Closing Date, there shall not have occurred, and be continuing, a Material Adverse Effect; (d) the Series B Certificate of Designation with respect to the series of Preferred Shares to be issued at such Closing and as dividends on Preferred Shares of such series shall have been duly filed with the Delaware Secretary of State in accordance with the laws of the State of Delaware, and such Series B Certificate of Designation shall be in full force and effect; (e) the Conversion Shares issuable upon conversion of the Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants shall have been duly authorized and reserved for issuance; (f) with respect to the purchase of the Preferred Shares and Warrants by Holding at any Closing that occurs after the Initial Closing Date, the stockholders of Powertel, Inc. shall have approved the acquisition of Powertel, Inc. by VoiceStream Wireless Corporation and/or Deutsche Telecom AG; (g) the trading of the Common Stock shall not have been suspended by the SEC or the Nasdaq Stock Market or by any other automated quotation system on which the Common Stock is quoted or by any national securities exchange on which the Common Stock is listed; (h) the Series A Holder Approval and the Company Stockholder Approval shall have been obtained; (i) the Company shall have obtained the amendment of the agreements listed on Exhibit 6.2 (i) to the extent specified in such Exhibit; -------------- (j) except with respect to an Existing Stockholder Investment, immediately after giving effect to the issuance of Preferred Shares and Warrants to the Purchaser at such Closing, and assuming full convertibility and full exercisability of such Preferred Shares and Warrants, the Purchaser, together with all other Persons, if any, that are members of the same Ownership Group with respect to beneficial ownership of the Voting Stock, and assuming full convertibility and full exercisability of all Preferred Shares and Warrants beneficially owned by the Purchaser and all other members of such Ownership Group immediately prior to such Closing, shall not be the ultimate beneficial owner of more than 30% of the total voting power of the outstanding Voting Stock on a fully diluted basis, calculated pursuant to the Change of Control Test; and (dk) the Purchaser Company shall have delivered the following to the CompanyPurchaser: (i) the portion of the purchase price payable for the Preferred Shares and Warrants being purchased at such Closing; (ii) an officer's certificate certifying as to the PurchaserCompany's compliance with the conditions set forth in clauses (a), (b) and (bc) of this Section 6.36.2; (ii) a counterpart of the Registration Rights Agreement executed by the Company; (iii) the certificates and Warrants specified in Section 1.4; (iv) an opinion of the PurchaserCompany's independent counsel in substantially the form of, or as to substantially the matters set forth in, Exhibit 6.3(d6.2(j)(iv); andand ------------------ (ivv) such other documents as may be required by this Agreement or reasonably requested by the CompanyPurchaser.

Additional Conditions to Obligations. of the Company at Each ----------------------------------------------------------- Closing. The obligations of the Company to consummate the transactions ------- contemplated hereby to be consummated at each Closing shall be subject to the satisfaction or waiver at or prior to the applicable Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct in all respects at and as of the date they were made, and shall be true and correct in all respects at and as of such Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects (without regard to any qualifiers with respect to materiality or material adverse effect set forth therein) would have, in the aggregate, a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; (b) the Purchaser shall have performed, in all material respects, all of its obligations contemplated herein to be performed by the Purchaser on or prior to such Closing Date; (c) except with respect to an Existing Stockholder Investment, immediately after giving effect to the issuance of Preferred Shares and Warrants to the Purchaser at such Closing, and assuming full convertibility and full exercisability of such Preferred Shares and Warrants, the Purchaser, together with all other Persons, if any, that are members of the same Ownership Group with respect to beneficial ownership of the Voting Stock, and assuming full convertibility and full exercisability of all Preferred Shares and Warrants beneficially owned by the Purchaser and all other members of such Ownership Group immediately prior to such Closing, shall not be the ultimate beneficial owner of more than 30% of the total voting power of the outstanding Voting Stock on a fully diluted basis, calculated pursuant to the Change of Control Test; (d) the Series A Holder Approval and the Company Stockholder Approval shall have been obtained; and (de) the Purchaser shall have delivered the following to the Company: (i) the portion of the purchase price payable for the Preferred Shares and Warrants being purchased at such Closing; (ii) an officer's certificate certifying as to the Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this Section 6.3; (iii) an opinion of the Purchaser's independent counsel in substantially the form of, or as to substantially the matters set forth in, Exhibit 6.3(d); andand -------------- (iv) such other documents as may be required by this Agreement or reasonably requested by the Company.

Additional Conditions to Obligations. of the Company at Each Closing. The obligations of the Company to consummate the transactions contemplated hereby to be consummated at each Closing shall be subject to the satisfaction or waiver at or prior to the applicable Closing Date of each of the following additional conditions: (a) the representations and warranties of the Purchaser contained in this Agreement shall have been true and correct in all respects at and as of the date they were made, and shall be true and correct in all respects at and as of such Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects (without regard to any qualifiers with respect to materiality or material adverse effect set forth therein) would have, in the aggregate, a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement; (b) the Purchaser shall have performed, in all material respects, all of its obligations contemplated herein to be performed by the Purchaser on or prior to such Closing Date; (c) except with respect to an Existing Stockholder Investment, immediately after giving effect to the issuance of Preferred Shares and Warrants to the Purchaser at such Closing, and assuming full convertibility and full exercisability of such Preferred Shares and Warrants, the Purchaser, together with all other Persons, if any, that are members of the same Ownership Group with respect to beneficial ownership of the Voting Stock, and assuming full convertibility and full exercisability of all Preferred Shares and Warrants beneficially owned by the Purchaser and all other members of such Ownership Group immediately prior to such Closing, shall not be the ultimate beneficial owner of more than 30% of the total voting power of the outstanding Voting Stock on a fully diluted basis, calculated pursuant to the Change of Control Test; (d) the Series A Holder Approval and the Company Stockholder Approval shall have been obtained; and (de) the Purchaser shall have delivered the following to the Company: (i) the portion of the purchase price payable for the Preferred Shares and Warrants being purchased at such Closing; (ii) an officer's certificate certifying as to the Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this Section 6.3; (iii) an opinion of the Purchaser's independent counsel in substantially the form of, or as to substantially the matters set forth in, Exhibit 6.3(d); and (iv) such other documents as may be required by this Agreement or reasonably requested by the Company.

Additional Conditions to Obligations. of the Company at Each Closing. (a) The obligations of Crompton, the Sellers, the Company and Purchaser to consummate and effect the transactions contemplated hereby purchase and sale of the Offered Membership Interest pursuant to be consummated at each Closing this Agreement shall be subject to the satisfaction or waiver at or prior to the applicable Closing Date of each of the following additional conditions: , unless waived by Crompton, the Sellers and Purchaser: (a) any applicable waiting periods under the representations Competition Acts shall have expired, and warranties in the case of Crompton, neither Crompton nor any of the Sellers (either directly or indirectly by virtue of an ownership interest in the Company) shall have been made subject to any condition, order or requirement of any Governmental Authority or court arising under the Competition Act filing or voluntary notification that would reasonably be expected to require Crompton to spend more than US$250,000 (cumulative for all Competition Acts), or in the case of Purchaser, Purchaser contained (either directly or indirectly by virtue of an ownership interest in the Company) shall not have been made subject to any condition, order or requirement of any Governmental Authority or court arising under the Competition Act filing that would reasonably be expected to require Purchaser to spend more than US$250,000 (cumulative for all Competition Acts); (b) no injunction or temporary restraining order shall have been granted restraining or prohibiting the consummation of the transactions contemplated by this Agreement; (c) no action, suit or other proceeding instituted by any Governmental Authority seeking such injunction or temporary restraining order shall be pending or threatened; and (d) no action, suit or other proceeding instituted by any Third Party to restrain, prohibit or otherwise challenge the consummation of the transactions contemplated by this Agreement shall have been true and correct in all respects at and as of the date they were made, and shall be true and correct in all respects at and as of such Closing Date (unless any such representations and warranties are stated to be made as of a date other than the date hereof, in which case they shall have been true and correct in all respects as of that date); provided, that this condition shall be deemed satisfied unless the failure of such representations and warranties to be true and correct in all respects (without regard to any qualifiers with respect to materiality pending or material adverse effect set forth therein) would have, in the aggregate, a material adverse effect on the Purchaser's ability to perform its obligations under this Agreement;threatened. (b) The conditions to Purchaser's obligations, and the closing deliveries to be made to Purchaser under Section 6 of this Agreement shall not have performedbeen met and made unless and until the conditions to Bayer Crop Science Inc.'s obligations, and the closing deliveries to be made to Bayer Crop Science Inc., in all material respects, all the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement have been met and made in accordance with the terms of its the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement. The conditions to Crompton's and each of the Seller's obligations contemplated herein and the closing deliveries to be performed by made to Crompton and each Seller under Section 6 of this Agreement shall not have been met and made unless and until the Purchaser on or prior conditions to such Closing Date;Crompton's and Crompton Cie/Co.'s obligations and the closing deliveries to be made to Crompton and each Seller in the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement have been met and made in accordance with the terms of the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement. (c) A Closing under this Agreement shall occur only if a closing is simultaneously occurring under the Series ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement. A Holder Approval closing under the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement shall occur only if a Closing is simultaneously occurring under this Agreement. The closing date under the ▇▇▇▇▇▇▇▇▇ Partnership Purchase Agreement and the Company Stockholder Approval shall have been obtained; and (d) the Purchaser shall have delivered the following to the Company: (i) the portion of the purchase price payable for the Preferred Shares and Warrants being purchased at such Closing; (ii) an officer's certificate certifying as to the Purchaser's compliance with the conditions set forth in clauses (a) and (b) of this Section 6.3; (iii) an opinion of the Purchaser's independent counsel in substantially the form of, or as to substantially the matters set forth in, Exhibit 6.3(d); and (iv) such other documents as may be required by Closing Date under this Agreement or reasonably requested by shall be the Companysame date.