Conditions of the Obligations Clause Samples

Conditions of the Obligations of You and the Underwriters: The obligations of you and the Underwriters hereunder and under the applicable Pricing Agreement are subject to the following conditions: (a) at the applicable Closing Date no stop order suspending the effectiveness of the Registrant Statement shall have been issued and no proceedings for that purpose shall be pending or threatened by the Commission; and the Representatives shall have received a certificate, dated the applicable Closing Date and signed by the Chairman of the Board, the President, an Executive Vice President or the Senior Vice President -- Finance and Treasurer of the Company (who may, as to threatened proceedings, rely upon the best of his information and belief), to that effect and to the effect set forth in clause (f) of this Section 7; (b) the Representatives shall have received opinions, dated the applicable Closing Date and reasonably satisfactory to counsel retained by the Representatives on behalf of the Underwriters, (A) from Messrs. ▇▇▇▇, Raywid & ▇▇▇▇▇▇▇▇▇ or such other special communications counsel for the Company as may be reasonably satisfactory to the Representatives, (B) from the General Counsel of the Company to the following effect and covering such additional matters as the Representatives may reasonably request: (i) the Company and each of its significant subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to carry on its business as described in the Prospectus (as amended or supplemented, if applicable) and the Company has the corporate power and authority to execute and deliver and perform its obligations under this Agreement and the Pricing Agreement, and to issue and sell the Offered Securities as contemplated by this Agreement and the Pricing Agreement. (ii) the Company and each of its significant subsidiaries is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would, in the aggregate, have a material adverse effect upon the financial condition, results of operations, business or properties of the Company and its subsidiaries taken as a whole; (iii) all corporate proceedings legally required in connection with the authorization and issuance of the Offered Securities and the sale of the Offered Securities by the Company in accordance with the terms of this Agreement and the Pricing Agreemen...
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Conditions of the Obligations. OF THE ------------------------------------ MEMBERS OF THE UNDERWRITING GROUP --------------------------------- After execution of this Agreement by the Company and the Representative, the obligations of the members of the Underwriting Group to purchase the Shares and to make payment therefor on the Closing Date and on the Option Closing Date shall be subject to the accuracy, as of the Closing Date and as of the Option Closing Date, of the representations and warranties on the part of the Company herein contained, to the performance by the Company of all of its agreements and obligations herein contained, to the fulfillment of or compliance by the Company with all covenants and conditions hereof, and to the following additional conditions, any of which may be waived or modified by the Representative:
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Conditions of the Obligations. OF THE UNDERWRITER(S) OR REPRESENTATIVE(S). The obligations of the Underwriter(s) or Representative(s) to purchase and pay for the Common Shares as provided herein on the Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions: (a) Accountants' Comfort Letter. On the date hereof, the Underwriter(s) or Representative(s) shall have received from Coopers & Lybr▇▇▇ ▇.▇.P., independent public or certified public accountants for the Company, a letter dated the date hereof addressed to the Underwriter(s) or Representative(s), in form and substance satisfactory to the Underwriter(s) or Representative(s), containing statements and information of the type ordinarily included in accountant's "comfort letters" to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus.
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Conditions of the Obligations. OF STR AND THE SIGNING ------------------------------------------------------------ SHAREHOLDERS. The obligation of STR and the Signing Shareholders to consummate ------------ the transactions contemplated by this Agreement are subject to satisfaction of the following conditions:
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Conditions of the Obligations. OF THE UNDERWRITERS tc "Section 5. Conditions of the Obligations of the Underwriters" \l 1 . The obligations of the several Underwriters to purchase and pay for the Shares as provided herein on the First Closing Date and, with respect to the Optional Shares, the Second Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Shareholders set forth in Sections 1(A) and 1(B) hereof as of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Shares, as of the Second Closing Date as though then made, to the timely performance by the Company and the Selling Shareholders of its covenants and other obligations hereunder, and to each of the following additional conditions:
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Conditions of the Obligations. OF EACH PARTY. The obligations of Sycom LLC, on the one hand, and Onsite on the other hand, to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) Each of the Ancillary Agreements, as more specifically provided for in Sections 3.1, 3.2, 3.3, and 3.4 of this Agreement, shall have been executed by the appropriate parties; (b) The Schedules as set forth under Articles VI and VII hereof, as may be amended by the parties prior to the Closing, shall be acceptable to the parties; (c) No court, arbitrator, or governmental body, agency, or official shall have issued any order, and there shall not be any statute, rule, or regulation, restraining or prohibiting the consummation of the asset purchase or the effective operation of the business of Onsite after the Closing Date; (d) The parties shall have agreed upon the allocation of the sales price and prepared an Asset Acquisition Statement on Form 8594 as required by Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"); (e) All actions by or in respect of or filings with any court, arbitral tribunal, administrative agency, commission, or other governmental or regulatory authority or agency (a "Governmental Entity") required to permit the consummation of the asset purchase shall have been obtained; (f) All material consents of third parties (other than Governmental Entities), if applicable, shall have been obtained; and (g) No claim or threat of legal action by any third party as a result of this transaction has been communicated to Onsite, which claim or threat remains unresolved as of the Closing Date.
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Conditions of the Obligations of Each Party. The obligations of Innovacom, on the one hand, and CTEI on the other hand, to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) The parties shall have executed the Software License Agreement; (b) CTEI shall have cause ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ and Dr. ▇▇▇▇▇ ▇▇▇▇▇▇, each individually, to execute a "General Release" releasing Innovacom of its obligations and liabilities related to the Telemedicine Opportunity, a copy of the General Release is hereto attached as "Exhibit D" and "Exhibit E," respectively. (c) The parties shall have agreed upon the allocation of the sales price and prepared an Asset Acquisition Statement on Form 8594 as required by Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"); (d) All actions by or in respect of or filings with any court, arbitral tribunal, administrative agency, commission, or other governmental or regulatory authority or agency (a "Governmental Entity") required to permit the consummation of the asset purchase shall have been obtained; (e) All material consents of third parties (other than Governmental Entities), if applicable, shall have been obtained; and
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Conditions of the Obligations. The obligations of the Initial Purchaser hereunder are subject to the accuracy, when made, and again on the Closing Date (as if made again on and as of such date), of the representations and warranties of the Company and the Subsidiary Guarantors contained herein, to the performance by the Company and the Subsidiary Guarantors of their obligations hereunder and to each of the following additional terms and conditions, and the obligations of the Company hereunder are subject to the occurrence of the events described in Sections 7(n) and 7(o) hereof: (a) The Offering Memorandum shall have been printed and copies made available to you not later than 9:00 a.m., New York City time, on the day following the date of this Agreement or at such later date and time as you may approve in writing. (b) The Initial Purchaser shall not have discovered and disclosed to the Company on or prior to such Closing Date that the Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the reasonable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Initial Purchaser, is material or omits to state a fact which, in the opinion of such counsel, is material and is necessary to make the statements, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the other Operative Documents, the Plan of Reorganization, the Senior Credit Facility, the Offering Memorandum, and all other legal matters relating to this Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel for the Initial Purchaser, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ shall have furnished to the Initial Purchaser, its written opinion, as counsel to the Company, addressed to the Initial Purchaser and dated as of the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser and its counsel, to the effect that: (i) Each of the Company and its subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its properties, to lease the properties...
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Conditions of the Obligations of the Seller Parties and the Company. The obligation of the Seller Parties and the Company to consummate the Transactions is subject to the satisfaction or waiver by the Company of the following conditions on or before the Closing Date: (a)
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Related to Conditions of the Obligations

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Conditions of the Obligations of the Purchasers The obligations of the several Purchasers to purchase and pay for the Purchased Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) On the date of execution of the Purchase Agreement and on the Closing Date, you shall have received from Deloitte & Touche LLP, independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the Securities Act Rules and Regulations, a letter, dated such a date, in form and substance reasonably satisfactory to you containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date. (b) The Registration Statement shall remain effective and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued, no proceedings for such purpose shall have been instituted or, to the knowledge of the Company or you, shall be contemplated by the Commission and the Company has not received a notice of objection to the use of the Registration Statement as an automatic shelf registration statement. The Prospectus and each issuer “free writing prospectus” shall have been timely filed with the Commission under the Securities Act, as required; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Purchasers. (c) Subsequent to the date of this Agreement, there shall not have occurred (A) any change or any development involving a prospective change not contemplated by the Time of Sale Prospectus as of the date of this Agreement in or affecting particularly the business or properties of the Company which, in the judgment of a majority in interest of the Purchasers including you, materially impairs the investment quality of the Purchased Notes, and (B) (i) any downgrading in the rating of the Purchased Notes or any other debt securities or preferred stock of or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” (registered under Section 15E of the Exchange Act) or (ii) any public announcement that any such organization has under surveillance or review its rating of the Purchased Notes or any other debt securities or preferred stock of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook. (d) You shall have received an opinion, dated the Closing Date, of a counsel for the Company, in substantially the form attached hereto as Exhibit A. In addition, such counsel shall state that such counsel has participated in conferences with officers, counsel and other representatives of the Company, representatives of the independent registered public accounting firm for the Company and representatives of the Purchasers at which the contents of the Registration Statement, the Time of Sale Prospectus and the Prospectus and related matters were discussed; and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus (except as to the matters referred to in their opinion), on the basis of the foregoing (relying as to matters of fact to a large extent upon the opinions of officers, counsel and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that (a) the Registration Statement, when it became effective and as of the date of this Agreement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Time of Sale Information as of the Time of Sale and as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) the Prospectus as of its date and as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need make no comment with respect to the financial statements and other financial data included in the Registration Statement, the Time of Sale Prospectus or Prospectus or incorporated therein or as to the Statement of Eligibility and Qualification on Form T l of the Trustee under the Indenture). (e) The Purchasers shall have received from counsel for the Purchasers, an opinion dated the Closing Date, with respect to the matters as the Purchasers shall reasonably request and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass on such matters. (f) You shall have received a certificate of the Chief Executive Officer, President or any Vice President of the Company and a principal financial or accounting officer of the Company, dated the Closing Date, in which such officers shall state, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects, (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose have been instituted, are pending or, to the best knowledge of the Company, threatened by the Commission, and (iv) that, subsequent to the date of the most recent financial statements set forth or incorporated by reference in the Time of Sale Prospectus or the Prospectus, there has been no material adverse change, nor any development or event reasonably likely to involve a prospective material adverse change, in the financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole, except as set forth or contemplated in the Time of Sale Prospectus or the Prospectus. (g) The Company will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. In case any such condition shall not have been satisfied, this Agreement may be terminated by you upon notice in writing or by telecopy to the Company without liability or obligation on the part of the Company or any Purchaser, except as set forth in Section 12 hereof.

  • Conditions to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

  • Conditions of the Obligations of the Underwriters The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • Conditions to the Obligations of the Buyer Each and every obligation of the Buyer under this Agreement shall be subject to the satisfaction by the Seller and the Company, on or before the Closing Date, of each of the following conditions unless waived in writing by the Buyer: