Conditions of the Obligations of the Managers. The obligations of the several Managers to purchase and pay for the International Firm Securities on the First Closing Date and the International Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the Execution Time, unless CSFBL agrees in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 12:00 Noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto is required pursuant to Rule 424(b), the Prospectuses and any such supplement, will be filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; if filing of an additional registration statement or a post-effective amendment to the Registration Statement shall be made pursuant to Rule 462(b) under the Act, such filing shall occur in the manner provided in Rule 462. (b) The Managers shall have received a letter, dated the date of delivery thereof (which, if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post-effective amendment to the registration statement to be filed shortly prior to such Effective Time), of in the agreed form. (c) The Company shall have furnished to the Managers the opinion of Pars▇▇ & ▇row▇, ▇▇unsel for the Company, dated the Closing Date, to the effect that; (i) The Company and each of its subsidiaries has been duly incorporated (or formed in the case of a partnership subsidiary), is validly existing as a corporation or partnership, as the case may be, in good standing under the laws of its jurisdiction of incorporation or formation and has the corporate or partnership power and authority required to carry on its business as described in the Prospectuses and to own, lease and operate its properties, and is duly qualified to do business as a foreign corporation or partnership, as the case may be, and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business; (ii) All of the outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interest, claim, lien or encumbrance; (iii) The Company's authorized equity capitalization is as set forth in the Prospectuses; the capital stock of the Company conforms to the description thereof contained in the Prospectuses; the outstanding shares of Securities (including the Securities to be sold by each of the Selling Stockholders) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights; the Securities to be issued and sold by the Company hereunder have been duly authorized and, when issued and delivered to the Underwriters against payment therefor as provided by this Agreement, will be fully paid and non-assessable, and the issuance of such Securities is not subject to any preemptive or similar rights; and the certificates for the Securities are in valid and sufficient form; (iv) This Agreement and the Underwriting Agreement have been duly authorized, executed and delivered by the Company and each of the Selling Stockholders and is a valid and binding agreement of the Company and each of the Selling Stockholders, enforceable in accordance with its terms (except as rights to indemnity and contribution hereunder may be limited by applicable law); (v) The statements under the captions "Risk Factors - Environmental Matters," "Risk Factors - Restrictions on Foreign Ownership," and "Selling Stockholders" in the Prospectuses and in Item 15 of Part II of the Registration Statement, insofar as such statements constitute a summary of legal matters, regulations, documents or proceedings referred to therein, provide a fair summary of such legal matters, regulations, documents and proceedings; (vi) The execution, delivery and performance of this Agreement by the Company and each Selling Stockholder, compliance by the Company and each Selling Stockholder with the provisions hereof and the consummation of the transactions contemplated hereby do not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under the Act or other securities or blue sky laws) and do not constitute a breach of any of the terms or provisions of, or a default under, the charter or by-laws or certificate or agreement of limited partnership, as the case may be, of the Company or any of its subsidiaries or any of the organizational documents of any of the Selling Stockholders or any agreement, indenture or other instrument known to us to which the Company or any of its subsidiaries or any of the Selling Stockholders is a party or by which the Company or (vii) Such counsel does not know of any legal or governmental action, suit or proceeding pending or threatened before any court or governmental agency, authority or body or any arbitrator to which the Company or any of its subsidiaries is a party or to which any of their respective property is subject which is required to be described in the Registration Statement or the Prospectuses and is not so described, or of any contract or other document which is required to be described in the Registration Statement or the Prospectuses or to be filed as an exhibit to the Registration Statement and is not so described or filed as required; (viii) None of the Company or its subsidiaries is (A) an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act") or (B) a "holding company" or a "subsidiary company" or an "affiliate" of a holding company within the meaning of the Public Utility Holding Company Act of 1935, as amended; (1) the Registration Statement and the Prospectuses and any supplement or amendment thereto (except for financial statements as to which no opinion need be expressed) comply as to form in all material respects with the Act and the Exchange Act and the respective rules thereunder, and (2) nothing has come to the attention of such counsel that causes such counsel to believe that (except for financial statements, as aforesaid) the Registration Statement and the prospectuses included therein at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectuses as of the Closing Date, as amended or supplemented, if applicable (except for financial statements, as aforesaid) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (x) A Custody Agreement and a Power of Attorney have each been duly authorized, executed and delivered by each Selling Stockholder and are each a valid and binding agreement of each Selling Stockholder enforceable in accordance with its terms; (xi) Each of the Selling Stockholders has received any approval required by law (other than any approval imposed by the applicable state securities and blue sky laws) to sell, assign, transfer and deliver the Securities to be sold by it in the manner provided in this Agreement, the Custody Agreement and the Power of Attorney, and each of the Selling Stockholders that is a corporation or partnership has full corporate or partnership power and authority, as the case may be, to so sell, assign, transfer and deliver the Securities; (xii) To such counsel's knowledge, there are no persons with registration or other similar rights to have any securities registered pursuant to the Registration Statement or under the Act or to participate in the offering of the Securities contemplated by this Agreement, except such as have been waived or complied with by inclusion of such persons as Selling Stockholders in the Registration Statement; (xiii) Each of the Selling Stockholders has good and clear title to the certificates for the Securities to be sold by it and assuming that the Underwriters acquired their interest in the Securities in good faith and without notice of any adverse claim, and upon delivery thereof, pursuant hereto and payment therefor, good and clear title will pass to the Underwriters, severally, free of all restrictions on transfers, liens, encumbrances, security interests and claims whatsoever; (xiv) The Company is deemed a citizen of the United States as determined pursuant to Section 2 of the Shipping Act, 1916, as amended, and the beneficial ownership of the Company's capital stock by foreign In giving such opinion with respect to matters covered by clause (ix), such counsel may state that their belief is based upon their participation in the preparation of the Registration Statement and the Prospectuses and review and discussion of the contents thereof, but is without independent check or verification. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and the Selling Stockholders and public officials. References to the Registration Statement and Prospectuses in this paragraph (b) include any amendments or supplements thereto at the Closing Date. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company or its subsidiaries which, in the judgment of a majority in interest of the Managers including the U.S. Underwriters, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of a majority in interest of the Managers including the U.S. Underwriters, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities. (e) The Managers shall have received from , counsel to certain of the Selling Stockholders, an opinion with respect to such Stockholders covering the matters described in paragraphs (c)(vi), (x), (xi) and (xiii) above. (f) The Managers shall have received from Andr▇▇▇ & ▇urt▇ ▇.▇.P., counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectuses (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company and each Selling Stockholder shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (g) The Company shall have furnished to the Managers a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that such officers have carefully examined the Registration Statement, the Prospectuses, any supplements to the Prospectuses and this Agreement and that: (i) The representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (h) Each Selling Stockholder shall have furnished to the Managers a certificate, signed by or on behalf of such Selling Stockholder dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectuses, any supplement to the Prospectuses and this Agreement and that the representations and warranties of such Selling Stockholder in this Agreement are true and correct in all material respects on and as of the Closing Date to the same effect as if made on the Closing Date. (i) At the Execution Time, the Company shall have furnished to the Managers a letter substantially in the form of Exhibit A hereto from S-C Rig Investments, L.P., its partners and affiliates, addressed to the Managers, in which each such person agrees not to offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offering of, any Securities beneficially owned by such person or any securities convertible into, or exchangeable for, Securities for a period of 90 days following the Execution Time without the prior written consent of CSFBL. (j) On such Closing Date, the U.S. Underwriters shall have purchased the U.S. Firm Securities or the U.S. Optional Securities, as the case may be, pursuant to the Underwriting Agreement.
Appears in 1 contract
Conditions of the Obligations of the Managers. The obligations of the several Managers to purchase and pay for the International Firm Securities on the First Closing Date and the International Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder and to the following additional conditions precedent:
(a) If the Registration Statement has not become effective prior to the Execution Time, unless CSFBL agrees in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 12:00 Noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto is required pursuant to Rule 424(b), the Prospectuses and any such supplement, will be filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; if filing of an additional registration statement or a post-effective amendment to the Registration Statement shall be made pursuant to Rule 462(b) under the Act, such filing shall occur in the manner provided in Rule 462.
(b) The Managers shall have received a letter, dated the date of delivery thereof (which, if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post-effective amendment to the registration statement to be filed shortly prior to such Effective Time), of Price Waterhouse LLP in the agreed form.
(cb) The Company If the Effective Time of the Initial Registration Statement is not prior to the execution and delivery of this Agreement, such Effective Time shall have furnished occurred not later than 10:00 P.M., New York time, on the date of this Agreement or such later date as shall have been consented to by CSFBL. If the Effective Time of the Additional Registration Statement (if any) is not prior to the Managers execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the opinion date of Pars▇▇ & ▇row▇this Agreement or, ▇▇unsel for if earlier, the Companytime either Prospectus is printed and distributed to any Manager or U.S. Underwriter, dated or shall have occurred at such later date as shall have been consented to by CSFBL. If the Closing Date, Effective Time of the Initial Registration Statement is prior to the effect that;
(i) The Company execution and each delivery of its subsidiaries has been duly incorporated (or formed in the case of a partnership subsidiary), is validly existing as a corporation or partnership, as the case may be, in good standing under the laws of its jurisdiction of incorporation or formation and has the corporate or partnership power and authority required to carry on its business as described in the Prospectuses and to own, lease and operate its properties, and is duly qualified to do business as a foreign corporation or partnership, as the case may be, and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business;
(ii) All of the outstanding shares of capital stock of, or other ownership interests inthis Agreement, each of the Company's subsidiaries Prospectuses shall have been duly filed with the Commission in accordance with the Rules and validly authorized Regulations and Section 5(a) of this Agreement. Prior to such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and are fully paid and non-assessable and are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest andno proceedings for that purpose shall have been instituted or, to the knowledge of such counsel, after due inquiry, any other security interest, claim, lien or encumbrance;
(iii) The Company's authorized equity capitalization is as set forth in the Prospectuses; the capital stock of the Company conforms to the description thereof contained in the Prospectuses; the outstanding shares of Securities (including the Securities to be sold by each of the Selling Stockholders) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights; the Securities to be issued and sold by the Company hereunder have been duly authorized and, when issued and delivered to the Underwriters against payment therefor as provided by this Agreement, will be fully paid and non-assessable, and the issuance of such Securities is not subject to any preemptive or similar rights; and the certificates for the Securities are in valid and sufficient form;
(iv) This Agreement and the Underwriting Agreement have been duly authorized, executed and delivered by the Company and each of the Selling Stockholders and is a valid and binding agreement of the Company and each of the Selling Stockholders, enforceable in accordance with its terms (except as rights to indemnity and contribution hereunder may be limited by applicable law);
(v) The statements under the captions "Risk Factors - Environmental Matters," "Risk Factors - Restrictions on Foreign Ownership," and "Selling Stockholders" in the Prospectuses and in Item 15 of Part II of the Registration Statement, insofar as such statements constitute a summary of legal matters, regulations, documents or proceedings referred to therein, provide a fair summary of such legal matters, regulations, documents and proceedings;
(vi) The execution, delivery and performance of this Agreement by the Company and each Selling Stockholder, compliance by the Company and each Selling Stockholder with the provisions hereof and the consummation of the transactions contemplated hereby do not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under the Act or other securities or blue sky laws) and do not constitute a breach of any of the terms or provisions of, or a default under, the charter or by-laws or certificate or agreement of limited partnership, as the case may be, of the Company or any of its subsidiaries or any of the organizational documents of any of the Selling Stockholders or any agreementManagers, indenture or other instrument known to us to which the Company or any of its subsidiaries or any of the Selling Stockholders is a party or by which the Company or
(vii) Such counsel does not know of any legal or governmental action, suit or proceeding pending or threatened before any court or governmental agency, authority or body or any arbitrator to which the Company or any of its subsidiaries is a party or to which any of their respective property is subject which is required to shall be described in the Registration Statement or the Prospectuses and is not so described, or of any contract or other document which is required to be described in the Registration Statement or the Prospectuses or to be filed as an exhibit to the Registration Statement and is not so described or filed as required;
(viii) None of the Company or its subsidiaries is (A) an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act") or (B) a "holding company" or a "subsidiary company" or an "affiliate" of a holding company within the meaning of the Public Utility Holding Company Act of 1935, as amended;
(1) the Registration Statement and the Prospectuses and any supplement or amendment thereto (except for financial statements as to which no opinion need be expressed) comply as to form in all material respects with the Act and the Exchange Act and the respective rules thereunder, and (2) nothing has come to the attention of such counsel that causes such counsel to believe that (except for financial statements, as aforesaid) the Registration Statement and the prospectuses included therein at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectuses as of the Closing Date, as amended or supplemented, if applicable (except for financial statements, as aforesaid) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(x) A Custody Agreement and a Power of Attorney have each been duly authorized, executed and delivered by each Selling Stockholder and are each a valid and binding agreement of each Selling Stockholder enforceable in accordance with its terms;
(xi) Each of the Selling Stockholders has received any approval required by law (other than any approval imposed contemplated by the applicable state securities and blue sky laws) to sell, assign, transfer and deliver the Securities to be sold by it in the manner provided in this Agreement, the Custody Agreement and the Power of Attorney, and each of the Selling Stockholders that is a corporation or partnership has full corporate or partnership power and authority, as the case may be, to so sell, assign, transfer and deliver the Securities;
(xii) To such counsel's knowledge, there are no persons with registration or other similar rights to have any securities registered pursuant to the Registration Statement or under the Act or to participate in the offering of the Securities contemplated by this Agreement, except such as have been waived or complied with by inclusion of such persons as Selling Stockholders in the Registration Statement;
(xiii) Each of the Selling Stockholders has good and clear title to the certificates for the Securities to be sold by it and assuming that the Underwriters acquired their interest in the Securities in good faith and without notice of any adverse claim, and upon delivery thereof, pursuant hereto and payment therefor, good and clear title will pass to the Underwriters, severally, free of all restrictions on transfers, liens, encumbrances, security interests and claims whatsoever;
(xiv) The Company is deemed a citizen of the United States as determined pursuant to Section 2 of the Shipping Act, 1916, as amended, and the beneficial ownership of the Company's capital stock by foreign In giving such opinion with respect to matters covered by clause (ix), such counsel may state that their belief is based upon their participation in the preparation of the Registration Statement and the Prospectuses and review and discussion of the contents thereof, but is without independent check or verification. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and the Selling Stockholders and public officials. References to the Registration Statement and Prospectuses in this paragraph (b) include any amendments or supplements thereto at the Closing DateCommission.
(dc) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of CSFBL, be likely to prejudice materially the success of the proposed issue, sale or distribution of the International Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii)(A) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company or its subsidiaries taken as a whole which, in the reasonable judgment of a majority in interest of the Managers including the U.S. UnderwritersCSFBL, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered International Securities; (iiB) any downgrading in the rating of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, upgrading and no implication of a possible downgrading, of such rating); (iiiC) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (ivD) any banking moratorium declared by U.S. Federal or or, New York authorities; or (vE) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of a majority in interest of the Managers including the U.S. UnderwritersCSFBL, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered International Securities.
(d) The Managers shall have received an opinion, dated such Closing Date, of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, counsel for the Company and the Selling Stockholders, in the agreed form.
(e) The Managers shall have received from , counsel to certain of the Selling Stockholders, an opinion with respect to such Stockholders covering the matters described in paragraphs (c)(vi), (x), (xi) and (xiii) above.
(f) The Managers shall have received from Andr▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇urt▇ ▇.▇.P.Zavis, counsel for the UnderwritersManagers, such opinion or opinions, dated the such Closing Date, with respect to the issuance and sale incorporation of the SecuritiesCompany, the validity of the Offered Securities delivered on such Closing Date, the Registration StatementStatements, the Prospectuses (together with any supplement thereto) and other related matters as the Representatives Managers may reasonably require, and the Selling Stockholders and the Company and each Selling Stockholder shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(gf) The Company Managers shall have furnished to the Managers received a certificate certificate, dated such Closing Date, of the Company, signed by the Chairman of the Board President or the any Vice President and the a principal financial or accounting officer of the Company, dated the Closing DateCompany in which such officers, to the effect that such officers have carefully examined best of their knowledge after reasonable investigation, shall state that: the Registration Statement, the Prospectuses, any supplements to the Prospectuses and this Agreement and that:
(i) The representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and correct; the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date;
(ii) No ; no stop order suspending the effectiveness of the any Registration Statement has been issued and no proceedings for that purpose have been instituted oror are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) under the Act, prior to the Company's knowledge, threatenedtime either Prospectus was printed and distributed to any Manager or U.S. Underwriter; and, subsequent to the respective date of the most recent financial statements in the Prospectuses, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Prospectuses or as described in such certificate.
(g) The Managers shall have received a letter, dated such Closing Date, of Price Waterhouse LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three business days prior to such Closing Date for the purposes of this subsection.
(h) Each Selling Stockholder shall have furnished to the Managers a certificate, signed by or on behalf of such Selling Stockholder dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectuses, any supplement to the Prospectuses and this Agreement and that the representations and warranties of such Selling Stockholder in this Agreement are true and correct in all material respects on and as of the Closing Date to the same effect as if made on the Closing Date.
(i) At the Execution Time, the Company shall have furnished to the Managers a letter substantially in the form of Exhibit A hereto from S-C Rig Investments, L.P., its partners and affiliates, addressed to the Managers, in which each such person agrees not to offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offering of, any Securities beneficially owned by such person or any securities convertible into, or exchangeable for, Securities for a period of 90 days following the Execution Time without the prior written consent of CSFBL.
(j) On such Closing Date, the U.S. Underwriters shall have purchased the U.S. Firm Securities or the U.S. Optional Securities, as the case may be, pursuant to the Underwriting Agreement.
(i) On the Effective Date, the Managers shall have received agreements from each of the Company's directors and executive officers to the effect that they will not, for the Lock-Up Period, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of the Securities of the Company or securities convertible into or exchangeable or exercisable for any shares of Securities, or publicly disclose the intention to make any such offer, sale, pledge or disposition, without the prior written consent of CSFBC. Documents described as being "in the agreed form" are documents which are in the forms which have been initialed for the purpose of identification by ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, copies of which are held by the Company and CSFBL with such changes as CSFBL may approve. The Company and the Selling Stockholders will furnish the Managers with such conformed copies of such opinions, certificates, letters and documents as the Managers reasonably request. CSFBL may in its sole discretion waive on behalf of the Managers compliance with any conditions to the obligations of the Managers hereunder, whether in respect of an Optional Closing Date or otherwise.
Appears in 1 contract