Closing and Conditions to Closing. A. The closing of the purchase and sale of the Purchased Shares shall take place at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ Company, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Road, Rosemont, IL 60018, on December 11, 1996, at 10:00 a.m. or at such other place and time as the Company and the Purchasers mutually agree (which date, time and place are designated the "Closing"). At the Closing, the Purchasers, and each of them, shall pay the purchase price as specified in Article I and the Company shall thereafter promptly issue to the Purchasers certificates registered in the Purchasers' respective names representing the Purchased Shares, which will contain appropriate restrictive legends. From time to time following the closing, the Company will remove such restrictive legends upon request of a Purchaser; provided that the restrictions described in such legends are no longer applicable and the Purchaser has provided the Company with an opinion of counsel satisfactory to the Company that the conditions to the termination of such restrictions have been met. B. The Purchasers' obligation to purchase the Purchased Shares shall be subject to the occurrence of the following at or prior to the Closing: (i) Warburg, ▇▇▇▇▇▇ Investors, L.P. ("Warburg"), ▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), The Purchasers and the Company shall have entered into the Registration Rights Agreement dated December 11, 1996, attached hereto as Exhibit A. (ii) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have been elected to the Board of Directors of the Company (subject to his re-election by an annual vote of the stockholders as early as May, 1997). (iii) ▇▇▇▇▇▇▇ and Warburg shall have converted any and all of their respective shares of Series A Senior Preferred Stock and Series B Senior Preferred Stock into shares of Common Stock of the Company. The Company shall have notified Warburg that it intends to acquire and cancel approximately 130,233 shares of Junior Preferred Stock of the Company held by Warburg, or its assignee, and the Company or Warburg shall have requested The Prudential Insurance Company of America ("Prudential") to convert its remaining 19,767 shares of Junior Preferred Stock into Common Stock pursuant to an agreement between Warburg and Prudential dated October 21, 1996 whereby Prudential agreed to convert its Junior Preferred Stock into Common Stock at such time as it is notified that Warburg has converted its Senior Preferred Stock into Common Stock. (iv) The representations and warranties of the Company contained in Article IV shall be true in all material respects on and as of the Closing with the same effect as if made on and as of the Closing. (v) The Company shall have complied with all state securities or Blue Sky laws applicable to the offer and sale of the Purchased Shares to the Purchasers. (vi) All corporate and legal proceedings taken by the Company in connection with the transactions contemplated by this Agreement and all documents relating to such transactions shall be reasonably satisfactory to the Purchasers and their counsel. The Company shall have delivered to the Purchasers a certificate dated as of the Closing, signed by the Company's President, certifying that the conditions set forth in Article V. B. (ii)-(viii) have been satisfied. (vii) Each Purchaser shall have received the following: (a) Copies of resolutions of the Board of Directors of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of this Agreement and the other documents and instruments to be delivered pursuant hereto; and (b) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Purchasers or their counsel may reasonably request. (viii) Each Purchaser shall receive a copy of the opinions of counsel for the Company, which are delivered to the New York Stock Exchange in connection with this transaction, which Purchasers may rely on. C. The Company's obligation to sell the Purchased Shares to the Purchasers shall be subject to the occurrence of the following at or prior to the Closing: (i) The representations and warranties of the Purchasers contained in this Agreement shall be true in all material respects on and as of the Closing with the same effect as if made on and as of the Closing. (ii) Purchasers shall have complied with all state securities or Blue Sky laws applicable to the offer and sale of the Purchased Shares to the Purchasers. (iii) All individual and legal proceedings taken by the Purchasers in connection with the transactions contemplated by this Agreement and all documents relating to such transactions shall be reasonably satisfactory to the Company and its counsel. The Purchasers shall have delivered to the Company a certificate dated as of the Closing, certifying that the conditions set forth in Article V. C. (i)-(iv) have been satisfied. (iv) The Company shall have received such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company or its counsel may reasonably request. (v) The Company shall have received from Houlihan, Lokey, ▇▇▇▇▇▇ & Zukin, customary solvency and fairness opinions, dated approximately the date of this Agreement, in connection with the transactions among Hanauer, Warburg, the Purchasers and the Company.
Appears in 1 contract
Closing and Conditions to Closing. A. The closing of the purchase and sale of the Purchased Shares shall take place at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ Company, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Road▇▇▇▇, RosemontNorthbrook, IL 6001860062, on December 11January 24, 1996, 1997 at 10:00 a.m. 4:00 p.m. or at such other place and time as the Company and the Purchasers Purchaser mutually agree (which date, time and place are designated the "Closing"). At the Closing, the Purchasers, and each of them, Purchaser shall pay the purchase price as specified in Article I and the Company shall thereafter promptly issue to the Purchasers certificates Purchaser a certificate registered in the Purchasers' respective names Purchaser's name representing the Purchased Shares, which will contain appropriate restrictive legends. From time to time following the closing, the Company will remove such restrictive legends upon request of a Purchaser; , provided that the restrictions described in such legends are no longer applicable and the Purchaser has provided the Company with an opinion of counsel satisfactory to the Company that the conditions to the termination of such restrictions have been met.
B. The Purchasers' Purchaser's obligation to purchase the Purchased Shares shall be subject to the occurrence of the following at or prior to the Closing:
(i) Warburg, ▇▇▇▇▇▇ Investors, L.P. ("Warburg"), ▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), The Purchasers and the Company shall have entered into the Registration Rights Agreement dated December 11, 1996, attached hereto as Exhibit A.
(ii) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ A Purchaser Nominee shall have been elected to the Board of Directors of the Company (subject to his re-election by an a term expiring at the next annual vote meeting of Stockholders of the stockholders as early as May, 1997)Company.
(iii) ▇▇▇▇▇▇▇ and Warburg shall have converted any and all of their respective shares of Series A Senior Preferred Stock and Series B Senior Preferred Stock into shares of Common Stock of the Company. The Company shall have notified Warburg that it intends to acquire and cancel approximately 130,233 shares of Junior Preferred Stock of the Company held by Warburg, or its assignee, and the Company or Warburg shall have requested The Prudential Insurance Company of America ("Prudential") to convert its remaining 19,767 shares of Junior Preferred Stock into Common Stock pursuant to an agreement between Warburg and Prudential dated October 21, 1996 whereby Prudential agreed to convert its Junior Preferred Stock into Common Stock at such time as it is notified that Warburg has converted its Senior Preferred Stock into Common Stock.
(ivii) The representations and warranties of the Company contained in Article IV V shall be true in all material respects on and as of the Closing with the same effect as if made on and as of the Closing.
(viii) The Company shall have complied with all state securities or Blue Sky laws applicable to the offer and sale of the Purchased Shares to the PurchasersPurchaser.
(viiv) All corporate and legal proceedings taken by the Company in connection with the transactions contemplated by this Agreement and all documents relating to such transactions shall be reasonably satisfactory to the Purchasers Purchaser and their its counsel. The Company shall have delivered to the Purchasers Purchaser a certificate dated as of the Closing, signed by the Company's President, certifying that the conditions set forth in Article V. B. (ii)-(viiiVII(B) have been satisfied.
(viiv) Each Purchaser shall have received the following:
(a) Copies of resolutions of the Board of Directors of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of this Agreement and the other documents and instruments to be delivered pursuant hereto; and
(b) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Purchasers Purchaser or their its counsel may reasonably request.
(viiivi) Each Purchaser shall receive a copy of the opinions of counsel for the Company, which are delivered to the New York Stock Exchange in connection with this transaction, which Purchasers Purchaser may rely on.
(vii) Warburg, the Kojaians shall have executed and delivered an agreement in favor of the Purchaser in the form attached herewith as Exhibit B.
(viii) The Company and the Purchaser shall have entered into a Registration Rights Agreement substantially in the form of Exhibit C hereto.
C. The Company's obligation to sell the Purchased Shares to the Purchasers Purchaser shall be subject to the occurrence of the following at or prior to the Closing:
(i) The representations and warranties of the Purchasers Purchaser contained in this Agreement shall be true in all material respects on and as of the Closing with the same effect as if made on and as of the Closing.
(ii) Purchasers Purchaser shall have complied with all state securities or Blue Sky laws applicable to the offer and an sale of the Purchased Shares to the PurchasersPurchaser.
(iii) All individual and legal proceedings taken by the Purchasers Purchaser in connection with the transactions contemplated by this Agreement and all documents relating to such transactions shall be reasonably satisfactory to the Company and its counsel. The Purchasers Purchaser shall have delivered to the Company a certificate dated as of the Closing, certifying that the conditions set forth in Article V. C. (i)-(ivVII(C) have been satisfied.
(iv) The Company shall have received such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company or its counsel may reasonably request.
(v) The Company shall have received from Houlihan, Lokey, ▇▇▇▇▇▇ & Zukin, customary solvency and fairness opinions, dated approximately the date of this Agreement, in connection with the transactions among Hanauer, Warburg, the Purchasers and the Company.
Appears in 1 contract
Closing and Conditions to Closing. A. 5.1 The closing Closing Date will take place on such date as is determined by the Issuer. The Issuer can close all or part of the purchase and sale Private Placement offering contemplated by this subscription agreement at any time, regardless of whether or not the maximum offering of $5,000,000 has been reached.
5.2 Upon execution of this subscription offer by the Subscriber to the Issuer, the Subscriber will deliver, or will have delivered, a wire transfer of the Purchased total price of the Subscriber's Shares shall take place at to the offices of Issuer's corporate counsel, ▇▇ ▇▇▇▇▇▇ & Law Corp., in accordance with the wire instructions provided by the Issuer and attached hereto as Schedule "A".
5.3 On the Closing Date, the Issuer will deliver to the Subscriber a certificate representing the Shares duly executed by an authorized signatory of the Issuer.
5.4 Upon receipt of the funds representing the total price of the Subscriber's Shares, ▇▇ ▇▇▇▇▇▇ Company, Law Corp. (the "Trustee") is hereby instructed by the Issuer and the Subscriber to hold the funds until such time as:
(a) the Issuer has appointed /▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Road/ to its Board of Directors, Rosemontin which case the Trustee will release the funds to the Issuer, IL 60018, on December 11, 1996, at 10:00 a.m. or at such other place and time to another party as the Company and the Purchasers mutually agree (which dateIssuer may direct, time and place are designated the "Closing"). At the Closing, the Purchasers, and each of them, shall pay the purchase price as specified in Article I and the Company shall thereafter promptly issue to the Purchasers certificates registered in the Purchasers' respective names representing the Purchased Shares, which will contain appropriate restrictive legends. From time to time following the closing, the Company will remove such restrictive legends upon request of a Purchaser; provided that the restrictions described Trustee is in such legends are no longer applicable receipt of the Shares and forwards them to the mailing address of the Subscriber; or
(b) the Trustee has held the funds for a period of sixty (60) days and the Purchaser Issuer has provided the Company with an opinion of counsel satisfactory to the Company that the conditions to the termination of such restrictions have been met.
B. The Purchasers' obligation to purchase the Purchased Shares shall be subject to the occurrence of the following at or prior to the Closing:
(i) Warburg, not appointed /▇▇▇▇▇▇ Investors, L.P. ("Warburg"), ▇▇▇ ▇. ▇▇▇▇▇▇▇ / to its Board of Directors, in which case the Trustee will release the funds to the Subscriber; or funds to the Subscriber; or
("▇▇▇▇▇▇▇")c) the Trustee receives additional written instructions, The Purchasers agreed to and signed by both the Subscriber and the Company shall have entered into Issuer, which amend the Registration Rights Agreement dated December 11, 1996, attached hereto as Exhibit A.
(iiinstructions in 5.4(a) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have been elected to the Board of Directors of the Company (subject to his re-election by an annual vote of the stockholders as early as May, 1997).
(iii) ▇▇▇▇▇▇▇ and Warburg shall have converted any and all of their respective shares of Series A Senior Preferred Stock and Series B Senior Preferred Stock into shares of Common Stock of the Company. The Company shall have notified Warburg that it intends to acquire and cancel approximately 130,233 shares of Junior Preferred Stock of the Company held by Warburg, or its assignee, and the Company or Warburg shall have requested The Prudential Insurance Company of America ("Prudential") to convert its remaining 19,767 shares of Junior Preferred Stock into Common Stock pursuant to an agreement between Warburg and Prudential dated October 21, 1996 whereby Prudential agreed to convert its Junior Preferred Stock into Common Stock at such time as it is notified that Warburg has converted its Senior Preferred Stock into Common Stock.
(iv) The representations and warranties of the Company contained in Article IV shall be true in all material respects on and as of the Closing with the same effect as if made on and as of the Closing.
(v) The Company shall have complied with all state securities or Blue Sky laws applicable to the offer and sale of the Purchased Shares to the Purchasers.
(vi) All corporate and legal proceedings taken by the Company in connection with the transactions contemplated by this Agreement and all documents relating to such transactions shall be reasonably satisfactory to the Purchasers and their counsel. The Company shall have delivered to the Purchasers a certificate dated as of the Closing, signed by the Company's President, certifying that the conditions set forth in Article V. B. (ii)-(viii) have been satisfied.
(vii) Each Purchaser shall have received the following:
(a) Copies of resolutions of the Board of Directors of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of this Agreement and the other documents and instruments to be delivered pursuant hereto; and
(b) Such additional supporting documentation above.
5.5 The Issuer and other information with respect the Subscriber acknowledge that US funds placed in the Bank of Montreal may not be insured by FDIC (Federal Deposit Insurance) in the event of the Bank of Montreal's failure and further instructs the Trustee to maintain the funds in a separate account such that interest accrues to the transactions contemplated hereby as beneficiary of the Purchasers or their counsel may reasonably requestfunds and not to the British Columbia Law Society's charitable foundation.
(viii) Each Purchaser shall receive a copy 5.6 The Issuer and the Subscriber agree that this Agreement supersedes any previous written or oral agreements between the Issuer and the Subscriber including, without limiting the generality of the opinions of counsel for foregoing, the Company, which are delivered previous subscription agreement agreed between them and further agree that the Trustee may relay on the trust instructions in 5.1 to 5.5 above to the New York Stock Exchange in connection with this transaction, which Purchasers may rely on.
C. The Company's obligation to sell the Purchased Shares exclusion of any previous written instructions to the Purchasers shall be subject to the occurrence of the following at or prior to the Closing:
(i) The representations and warranties of the Purchasers contained in this Agreement shall be true in all material respects on and as of the Closing with the same effect as if made on and as of the ClosingTrustee.
(ii) Purchasers shall have complied with all state securities or Blue Sky laws applicable to the offer and sale of the Purchased Shares to the Purchasers.
(iii) All individual and legal proceedings taken by the Purchasers in connection with the transactions contemplated by this Agreement and all documents relating to such transactions shall be reasonably satisfactory to the Company and its counsel. The Purchasers shall have delivered to the Company a certificate dated as of the Closing, certifying that the conditions set forth in Article V. C. (i)-(iv) have been satisfied.
(iv) The Company shall have received such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company or its counsel may reasonably request.
(v) The Company shall have received from Houlihan, Lokey, ▇▇▇▇▇▇ & Zukin, customary solvency and fairness opinions, dated approximately the date of this Agreement, in connection with the transactions among Hanauer, Warburg, the Purchasers and the Company.
Appears in 1 contract