Conditions of the Placement Agent’s Obligations Clause Samples

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time and the Closing Date, of the representations and warranties of the Company and the Selling Security Holder contained herein, and to performance by the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions: (a) No suspension of the qualification of the Warrant for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred. The Time of Sale Information and all amendments or supplements thereto, or modifications thereof, if any, shall not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Since the respective dates as of which information is given in the Time of Sale Information, and except as otherwise publicly disclosed, there has not been any material adverse change in or affecting the business, management, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole. No injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the offer or sale of the Warrant. (b) The Selling Security Holder and the Placement Agent shall have determined the Clearing Price in writing. (c) At the Closing, the Warrant shall be reissued in the name of the Winning Bidder (or in such other name as may be directed by the Winning Bidder). (d) The Warrant Shares have been approved for listing, subject to notice of issuance, on the Exchange. If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Placement Agent hereunder may be terminated by the Placement Agent by notifying the Company and the Selling Security Holder of such termination in writing at or prior to the Closing Date. In such event, the Selling Security Holder, the Company and the Placement Agent shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy of the representations and warranties of the Fund and the Adviser contained in Section 1 hereof or in certificates of any officer of the Fund or the Adviser delivered pursuant to the provisions hereof, to the performance by the Fund and the Adviser of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of the Placement Agent’s Obligations. The Placement Agent’s obligation to act as the agent of the Company hereunder, and the Placement Agent’s obligation to use its best efforts to find purchasers for the Units, shall be subject to the accuracy, in all material respects, as of each Issuance Date, of the representations and warranties on the part of the Company herein contained, to the performance by the Company in all material respects of all its agreements herein contained, to the fulfillment of or compliance by the Company with all covenants and conditions hereof, and to the following additional conditions: (a) The Placement Agent shall not have disclosed in writing to the Company that the Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which in the reasonable opinion of counsel to the Placement Agent, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (b) Between the date hereof and each Issuance Date, the Company shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as shall, in the sole discretion of the Placement Agent, materially adversely affect its business or property. (c) Between the date hereof and each Issuance Date, there shall be no litigation instituted, or to the knowledge of the Company threatened, against the Company and there shall be no proceeding instituted or threatened against the Company or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the business, franchises, licenses, permits, operations, prospects or financial condition of the Company. (d) During the period subsequent to the Commencement Date and prior to each Issuance Date, the Company (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the Commencement Date and (ii) the Company shall not have suffered or experienced any materially adverse change in its financial condition. (e) The authorization of the Units, the Placement Agent Warrants, the Equity, the Memorandum, and all corporate proceedings and other legal matters incident thereto and to this Agreement shall be reasonably satisfactory in all material respects to counsel to the Placement Age...

Conditions of the Placement Agent’s Obligations. The respective obligations of the several Placement Agents as provided herein shall be subject to the accuracy of the representations, warranties and agreements of the Company set forth herein 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 conditions:

Conditions of the Placement Agent’s Obligations. The Placement Agent’s obligations hereunder are subject to: (i) the representations and warranties made by Omnia Luo in Sections 2(a) and 6 shall be true and correct in all material respects at and as of the date hereof (except for such representations and warranties qualified by materiality, which shall be true and correct in all respects and except for such representation and warranties qualified by an other date, which shall be true and correct as of such other date); (ii) the representations and warranties made by Omnia Luo and Wentworth in Sections 2(a), 2(b) and 6 shall be true and correct in all material respects at and as of the Closing Date (except for such representations and warranties qualified by materiality, which shall be true and correct in all respects and except for such representation and warranties qualified by an other date, which shall be true and correct as of such other date); (iii) the compliance in all material respects at and as of the Closing Date by Omnia Luo and Wentworth with its covenants and agreements contained herein and in any other Transaction Document, Escrow Document, as applicable, or Related Agreement, and other provisions hereof and thereof to be satisfied at or prior to the Closing Date; and (iv) the following additional conditions: (a) The Transactions (other than the sale of Units) shall have been consummated. (b) The Placement Agent shall have received a certificate, dated the Closing Date, on behalf of Wentworth by the Chief Executive Officer or the President and the Chief Financial or Accounting Officer of Wentworth to the effect that: (i) The representations and warranties in Sections 2(a), 2(b) and 6 are true and correct in all material respects at and as of the Closing Date (except for such representations and warranties qualified by materiality, which shall be true and correct in all respects and except for such representation and warranties qualified by an other date, which shall be true and correct as of such other date), and Omnia Luo and Wentworth has complied with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) The Transactions (other than the sale of Units) have been consummated; (iii) The representations and warranties of Wentworth contained in the Securities Purchase Agreement entered into with the Investors are true and correct in all material respects as of the date of such certificate (ex...

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties of the Company and the Manager contained in this Agreement or in certificates of any officer of the Company or the Manager (whether signed on behalf of such officer, the Company or such subsidiary or the Manager) or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company and the Manager of its covenants and other obligations hereunder, and to the following further conditions: (a) Opinions of Company Corporate Counsel, Company Special Counsel, and Counsel to the Placement Agent. On or prior to the date that Shares are first sold pursuant to the terms of this Agreement the Company shall furnish to the Placement Agent the opinion and negative assurance letter, each addressed to the Placement Agent, of (i) Ledgewood, PC, corporate counsel for the Company, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibits D-1 and D-2; (ii) ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, special Maryland counsel for the Company, or other counsel satisfactory to the Placement Agent and its counsel, dated the date that the opinion is required to be delivered substantially similar to the form attached hereto as Exhibit D-3; and (iii), unless waived by the Placement Agent, Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Placement Agent, or other counsel satisfactory to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent dated the date that the opinion is required to be delivered.

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the accuracy of the representations and warranties on the part of the Company in all material respects on the date hereof and on each Closing Date, the performance by the Company of its obligations hereunder in all material respects and to the following further conditions: (a) The Company shall furnish to the Placement Agent on the date hereof and on each Closing Date an opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel for the Company, addressed to the Placement Agent and dated as of each such Closing Date, and in a form reasonably satisfactory to ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., counsel for the Placement Agent, stating that: ▇▇▇▇▇▇▇ Capital Management Holdings, Inc. The ▇▇▇▇▇▇▇ Co. _______________, 1998 Page 13 (i) the Company has an authorized capitalization as set forth in the Prospectus under the caption "Capitalization;" the outstanding shares of capital stock of the Company and CCM have been duly and validly authorized and issued and are fully paid and non-assessable; except as disclosed in the Prospectus, to such counsel's knowledge, there are no outstanding (A) securities or obligations of the Company or CCM convertible into or exchangeable for any capital stock of the Company or CCM, (B) warrants, rights or options to subscribe for or purchase from the Company or CCM any such capital stock or any such convertible or exchangeable securities or obligations, or (C) obligations of the Company or CCM to issue any shares of capital stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options; (ii) the Company and CCM each has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation with full corporate power and authority to own its respective properties and to conduct its respective business as described in the Registration Statement and the Prospectus and to execute and deliver this Agreement and the QIU Agreement; (iii) the execution, delivery and performance of this Agreement and the QIU Agreement by the Company and the consummation by the Company of the transactions contemplated under this Agreement or the QIU Agreement, as the case may be, do not and will not (A) conflict with, or result in any breach of, or constitute a default under, or constitute an event which with giving of notice, lapse of time, or both would constitute a breach of or def...

Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder shall be subject to the continued accuracy in all material respects throughout the Offering Period of the representations, warranties, and agreements of the Company and the Trust, to the performance in all material respects by the Company and the Trust of their obligations hereunder and as contained in the Registration Statement and the Prospectus and at the date of Closing to the following terms and conditions: (a) The Registration Statement shall have become effective prior to the Closing 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, to the knowledge of the Company, shall be contemplated, by the Commission. (b) The Placement Agent shall have received an opinion of Geor▇▇ ▇. ▇▇▇▇, ▇▇., ▇▇q., Senior Vice President and General Counsel to the Company, dated the Closing Date, to the effect that: (i) The Company is a corporation existing and in good standing under the laws of the State of Tennessee, and qualified in any other jurisdiction in which the business of the Company requires qualification. The Company has the corporate power and authority to own its properties and to conduct its business as described in the Registration Statement and the Prospectus; (ii) To the knowledge of such counsel after due inquiry, no consent, approval, authorization or order of any court or government agency or body is required with respect to the Company that has not been received for the consummation of the transactions contemplated by this Agreement, except

Conditions of the Placement Agent’s Obligations. The obligation of the Placement Agent to offer and sell the Common stock to Standby Purchasers as exclusive limited placement agent for the Company on a best efforts basis, as provided herein after the Registration Statement has become effective, shall be subject, in its discretion, to the continuing accuracy of the representations and warranties of the Company contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the date hereof and as of the Closing Date, to the performance by the Company of its obligations hereunder, and to the following conditions: (a) The Registration Statement shall have become effective not later than 6:00 P.M., Eastern Time, within five business days after execution of this Agreement or such other date and time as shall be consented to in writing by the Placement Agent. (b) At the Closing, you shall have received the favorable opinion of Barnes & Thornburg, counsel for the Company, dated the date of d▇▇▇▇▇▇y, a▇▇▇▇▇▇▇▇ to the Placement Agent, to the effect that: (i) The Company is a corporation duly organized and validly existing under the laws of the State of Indiana. The Company is duly qualified to do business and is in good standing in each jurisdiction identified by the Company to such counsel as a jurisdiction in which its ownership, leasing, licensing, or use of property and assets or the conduct of its business makes such qualification necessary; (ii) The authorized capital stock of the Company consists of (1) 30,000,000 shares of Class A common stock; (2) 20,000,000 shares of Class B common stock; and (3) 10,000,000 of Preferred Stock. Each outstanding share of Class A common stock and Class B common stock is validly authorized, validly issued, fully paid, and nonassessable. Except as disclosed in the Prospectus, to the knowledge of such counsel, there is no commitment, plan, or arrangement to issue, and no outstanding option, warrant, or other right calling for the issuance of, any share of capital stock of the Company or any security or other instrument which by its terms is convertible into, exercisable for, or exchangeable for capital stock of the Company, except options issued under the 1994 and 1999 Incentive Stock Plans or as may be properly described in the Prospectus or documents incorporated by reference therein; (iii) To the knowledge of counsel, the Company is not in violation or breach of, or in default with respect to, any materia...