Conditions Precedent to Obligations of the Purchasers. The obligation of the Purchasers to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the applicable Closing Date, of each of the following conditions (any or all of which may be waived by the Purchasers in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Company contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Company contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date, except to the extent expressly made as of an earlier date; (b) the Company shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date; (c) there shall not have been or occurred any Material Adverse Change since the Balance Sheet Date; (d) no material Legal Proceedings shall have been instituted or threatened or claim or demand made against the Company or the Purchasers seeking to restrain or prohibit or to obtain material damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (e) the Company shall have paid, or reimbursed the Purchasers for, all reasonable costs and expenses provided in Section 10.4 to be borne by the Company upon consummation of the transactions contemplated hereby; (f) the Company shall have amended its existing Shareholders' Agreement dated February 22, 1997; (g) the Purchasers shall have been furnished evidence acceptable to the Purchasers of the recomposition of the Company's Board of Directors as contemplated by the Stockholders' Agreement; and (h) each of the Company's employees shall have executed a Confidential Information and Inventions Assignment Agreement in the form of EXHIBIT C hereto.
Appears in 1 contract
Sources: Series a Convertible Preferred Stock Purchase Agreement (Hotjobs Com LTD)
Conditions Precedent to Obligations of the Purchasers. The obligation obligations of each Purchaser to purchase the Purchasers Shares to consummate be purchased hereunder are subject, at the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the applicable Closing Date, of each to the prior or simultaneous satisfaction or waiver by it of the following conditions (any or all of which may be waived by the Purchasers in whole or in part to the extent permitted by applicable law):conditions:
(a) all If either Purchaser elects to make a filing under the HSR Act within twenty (20) days after the date hereof to obtain clearance of the exercise of the Warrants, the waiting period applicable to such filing under the HSR Act shall have expired or been terminated.
(b) At the Closing Date, the Purchasers shall have received certificates representing the Shares.
(c) At the Closing Date, the Company shall have executed and delivered to ▇▇▇▇ the Warrants in the form attached hereto as Exhibit B, and to GFI the Warrants in the form attached hereto as Exhibit C.
(d) The representations and warranties of made by the Company contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Company contained herein not qualified as to materiality shall be true and correct in all material respects, at respects on the date hereof and on and as of the Closing Date, except to Date with the extent expressly same effect as though such representations and warranties had been made on and as of an earlier date;
(b) the Closing Date and the Company shall have performed and complied in all material respects with all obligations and covenants agreements required by this Agreement to be performed or complied with by the Company on it hereunder at or prior to the Closing Date;.
(ce) there At the Closing Date, the Purchasers shall have received a certificate, dated the Closing Date, signed by the Chief Executive Officer of the Company in such capacity and not individually stating that the conditions specified in this Section 4.1 have been or occurred any Material Adverse Change since satisfied at the Balance Sheet Closing Date;.
(df) no material Legal Proceedings At the Closing Date, the Purchasers shall have received a certificate, dated the Closing Date, signed by the Secretary or an Assistant Secretary of the Company in such capacity and not individually and certifying (i) that attached thereto is a true, correct and complete copy of (A) the Charter, (B) the Certificate of Designation, (C) Bylaws and (D) resolutions duly adopted by the Board of Directors of the Company authorizing the execution and delivery of the Purchase Documents, the issuance of the Warrants and all other documents to be executed in connection therewith, the issuance and sale of the Shares and the Underlying Shares, and the adoption, execution and filing of the Certificate of Designation, (ii) the incumbency of officers executing this Agreement, and (iii) that attached thereto is a specimen of the share certificate for the Series B Preferred Stock.
(g) No Law or Order shall have been instituted enacted, entered, issued, promulgated or threatened enforced by any Governmental Entity which prohibits or claim or demand made against restricts the Company or the Purchasers seeking transactions contemplated by this Agreement. No Governmental Entity shall have notified any party to restrain or prohibit or to obtain material damages with respect to the this Agreement that consummation of the transactions contemplated herebyby this Agreement would constitute a violation of any Law of any jurisdiction or that it intends to commence proceedings to restrain or prohibit such transactions or force divestiture or rescission, and there shall not be in effect any Order by a unless such Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(e) the Company Entity shall have paid, or reimbursed withdrawn such notice and abandoned any such proceedings prior to the Purchasers for, all reasonable costs and expenses provided in Section 10.4 to be borne by the Company upon consummation of the transactions contemplated hereby;
(f) the Company shall have amended its existing Shareholders' Agreement dated February 22, 1997;
(g) the Purchasers shall time which otherwise would have been furnished evidence acceptable to the Purchasers of the recomposition of the Company's Board of Directors as contemplated by the Stockholders' Agreement; andClosing Date.
(h) each The Certificate of Designation shall have been duly authorized and adopted by the Board of Directors of the Company's employees shall have executed a Confidential Information Company and Inventions Assignment Agreement in filed with the form Secretary of EXHIBIT C heretoState of Delaware.
Appears in 1 contract
Sources: Stock Purchase Agreement (Western Pacific Airlines Inc /De/)
Conditions Precedent to Obligations of the Purchasers. The obligation obligations of each Purchaser to purchase the Purchasers Shares to consummate be purchased hereunder are subject, at the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the applicable Closing Date, of each to the prior or simultaneous satisfaction or waiver by it of the following conditions (any or all of which may be waived by the Purchasers in whole or in part to the extent permitted by applicable law):conditions:
(a) all If either Purchaser elects to make a filing under the HSR Act within twenty (20) days after the date hereof to obtain clearance of the exercise of the Warrants, the waiting period applicable to such filing under the HSR Act shall have expired or been terminated.
(b) At the Closing Date, the Purchasers shall have received certificates representing the Shares.
(c) At the Closing Date, the Company shall have executed and delivered to Hunt ▇▇▇ Warrants in the form attached hereto as Exhibit B, and to GFI the Warrants in the form attached hereto as Exhibit C.
(d) The representations and warranties of made by the Company contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Company contained herein not qualified as to materiality shall be true and correct in all material respects, at respects on the date hereof and on and as of the Closing Date, except to Date with the extent expressly same effect as though such representations and warranties had been made on and as of an earlier date;
(b) the Closing Date and the Company shall have performed and complied in all material respects with all obligations and covenants agreements required by this Agreement to be performed or complied with by the Company on it hereunder at or prior to the Closing Date;
(c) there shall not have been or occurred any Material Adverse Change since the Balance Sheet Date;
(d) no material Legal Proceedings shall have been instituted or threatened or claim or demand made against the Company or the Purchasers seeking to restrain or prohibit or to obtain material damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;.
(e) At the Closing Date, the Purchasers shall have received a certificate, dated the Closing Date, signed by the Chief Executive Officer of the Company shall in such capacity and not individually stating that the conditions specified in this Section 4.1 have paid, or reimbursed been satisfied at the Purchasers for, all reasonable costs and expenses provided in Section 10.4 to be borne by the Company upon consummation of the transactions contemplated hereby;Closing Date.
(f) At the Closing Date, the Purchasers shall have received a certificate, dated the Closing Date, signed by the Secretary or an Assistant Secretary of the Company shall have amended its existing Shareholders' Agreement dated February 22in such capacity and not individually and certifying (i) that attached thereto is a true, 1997;correct and complete copy of (A) the Charter, (B) the Certificate of Designation, (C) Bylaws and (D) resolutions duly adopted by the Board of Directors of the Company authorizing the execution and delivery of the Purchase Documents, the issuance of the Warrants and all other documents to be executed in connection therewith, the issuance and sale of the Shares and the Underlying Shares, and the adoption, execution and filing of the Certificate of Designation, (ii) the incumbency of officers executing this Agreement, and (iii) that attached thereto is a specimen of the share certificate for the Series B Preferred Stock.
(g) the Purchasers No Law or Order shall have been furnished evidence acceptable to enacted, entered, issued, promulgated or enforced by any Governmental Entity which prohibits or restricts the Purchasers of the recomposition of the Company's Board of Directors as transactions contemplated by the Stockholders' Agreement; and
(h) each of the Company's employees shall have executed a Confidential Information and Inventions Assignment Agreement in the form of EXHIBIT C hereto.by
Appears in 1 contract
Sources: Stock Purchase Agreement (Gfi Co)
Conditions Precedent to Obligations of the Purchasers. The obligation of each Purchaser to purchase the Purchasers Shares to consummate be purchased by it hereunder is subject, at the transactions contemplated by this Agreement is subject Closing Date, to the fulfillmentprior or simultaneous satisfaction or waiver of the following conditions:
(a) Such Purchaser shall have received an opinion, on or prior addressed to it and dated the applicable Closing Date, of each (i) Winston & ▇▇▇▇▇▇, counsel for the Company, substantially in the form of Exhibit 3-A hereto, and (ii) Miles & Stockbridge, Maryland counsel for the Company, substantially in the form of Exhibit 3-B hereto. In rendering the foregoing opinions, such counsel may rely as to factual matters upon certificates or other documents furnished by officers and trustees of the following conditions (any or all of which may be waived Company and by the Purchasers in whole or in part to the extent permitted by applicable law):government officials, and upon such other documents as such counsel deem appropriate as a basis for such opinion.
(ab) all The representations and warranties of made by the Company contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Company contained Operating Partnership herein not qualified as to materiality shall be true and correct in all material respects, at respects on and as of the Closing Date, except Date with the same effect as though such representations and warranties has been made on and as of the Closing Date after giving effect to the extent expressly made as sale of an earlier date;
(b) the Shares hereunder and the other documents executed in connection with the transactions contemplated herein and the Company and the Operating Partnership shall have performed and complied in all material respects with all obligations and covenants agreements hereunder required by this Agreement to be performed or complied with by the Company on them at or prior to the Closing Date;.
(c) Except as disclosed in the Private Placement Memorandum, there shall not have been or occurred any Material Adverse Change since subsequent to the Balance Sheet Date;date of the Private Placement Memorandum.
(d) no material Legal Proceedings At the Closing Date, such Purchaser shall have been instituted or threatened or claim or demand made against received a certificate, dated the Closing Date, signed by the President and Chief Financial Officer of the Company or the Purchasers seeking to restrain or prohibit or to obtain material damages with respect in their respective capacities and not individually to the consummation of the transactions contemplated herebyeffect set forth in Sections 4.1(b) and (c), and there shall not be stating that the conditions specified in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting this Section 4.1 have been satisfied at the consummation of the transactions contemplated hereby;Closing Date.
(e) At the Closing Date, such Purchaser shall have received a certificate, dated the Closing Date, signed by the Secretary or an Assistant Secretary of the Company shall have paidin such capacity and not individually and certifying (i) that attached thereto is a true, or reimbursed correct and complete copy of (A) the Purchasers forCompany's Charter and Bylaws, all reasonable costs (B) the Operating Partnership's Certificate of Limited Partnership and expenses provided in Section 10.4 to be borne Amended and Restated Agreement of Limited Partnership, as amended, (C) resolutions duly adopted by the Board of Trustees of the Company authorizing the execution and delivery of this Agreement by the Company upon consummation for itself and on behalf of the transactions contemplated hereby;Operating Partnership and the Registration Rights Agreement by the Company and the issuance and sale of the Shares and (D) that no proceedings looking toward the liquidation, dissolution or reorganization of the Company are pending or contemplated, except as otherwise described in the Private Placement Memorandum; (ii) the incumbency of officers executing this Agreement and the Registration Rights Agreement; and (iii) that attached thereto is a specimen of the share certificate for the Common Shares.
(f) the Company Such Purchaser shall have amended its existing Shareholders' Agreement dated February 22, 1997;received a share certificate in accordance with Section 2.2(b).
(g) The Company shall have entered into the Registration Rights Agreement for the benefit of the Purchasers, and the Purchasers shall have been furnished evidence acceptable to the Purchasers received copies of the recomposition of the Company's Board of Directors as contemplated such Registration Rights Agreement duly executed by the Stockholders' Agreement; and
(h) each Company in favor of the Company's employees shall have executed a Confidential Information and Inventions Assignment Agreement in the form of EXHIBIT C heretosuch Purchasers.
Appears in 1 contract
Conditions Precedent to Obligations of the Purchasers. The obligation of each Purchaser to purchase the Purchasers Securities to consummate the transactions contemplated be purchased by this Agreement it hereunder is subject to the fulfillment, on or prior to the applicable Closing Date, of each satisfaction of the following conditions (any or all at the Time of which may be waived by the Purchasers in whole or in part to the extent permitted by applicable law):Purchase:
(a) all The representations and warranties of made by the Company contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Company contained herein not qualified as to materiality shall be true and correct in all material respects, at respects (except for changes expressly provided for or contemplated in this Agreement) on and as of the Closing Date, except to Time of Purchase with the extent expressly same effect as though such representations and warranties had been made on and as of an earlier date;the Time of Purchase.
(b) the The Company shall have performed and complied in all material respects with all obligations covenants, agreements and covenants conditions set forth or contemplated herein which are required by this Agreement to be performed or complied with by the Company on them at or prior to the Closing Date;Time of Purchase.
(c) Except as disclosed in the Disclosure Documents or the unaudited financial statements referred to in Section 3.1(b), there shall not have been or occurred any Material Adverse Change since material adverse change or any development involving a prospective material adverse change in the Balance Sheet Date;condition (financial or otherwise), business, assets, properties, prospects or results of operations of the Company, subsequent to the date of the last of such unaudited financial statements.
(d) no material Legal Proceedings shall have been instituted or threatened or claim or demand made against the Company or the Purchasers seeking to restrain or prohibit or to obtain material damages with respect to the consummation The purchase of the transactions contemplated hereby, and there Securities agreed to be purchased by such Purchaser hereunder shall not at the Time of Purchase be in effect prohibited or enjoined (temporarily or permanently) under the laws of any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;to which such Purchaser is subject.
(e) the Company The Basic Documents shall have paid, or reimbursed been duly executed and delivered by all the Purchasers for, all reasonable costs and expenses provided in Section 10.4 to be borne by the Company upon consummation of the transactions contemplated hereby;respective parties thereto.
(f) As to each Purchaser, the Company transactions contemplated by this Agreement (i) shall have amended not be prohibited by an applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System), (ii) shall not subject the Purchaser to any penalty or, in its existing Shareholders' Agreement dated February 22reasonable judgment, 1997;other onerous condition under or pursuant to any applicable law or governmental regulations, and (iii) shall be permitted by the laws and regulations of the jurisdiction to which it is subject.
(g) the The Purchasers shall have received evidence satisfactory to them that the Certificates of Designation have been furnished evidence acceptable to filed with the Purchasers Secretary of State of the recomposition State of the Company's Board of Directors as contemplated by the Stockholders' Agreement; andDelaware.
(h) each of The Company and the Company's employees III Funds have duly executed and delivered the Amendment.
(i) The Company shall have executed a Confidential Information paid the reasonable fees and Inventions Assignment Agreement in expenses of Fulbright & Jaworski, ▇.▇.P., counsel to the form of EXHIBIT C heretoPurchaser.
Appears in 1 contract
Sources: Securities Purchase Agreement (Aegis Consumer Funding Group Inc)
Conditions Precedent to Obligations of the Purchasers. The obligation of Purchaser to acquire the Purchasers to consummate Securities is subject, at the transactions contemplated by this Agreement is subject Time of Purchase, to the fulfillment, on prior or prior to the applicable Closing Date, of each simultaneous satisfaction or waiver of the following conditions (any or all of which may be waived by the Purchasers in whole or in part to the extent permitted by applicable law):conditions:
(a) all The Time of Purchase shall not be later than 5:00 P.M., Houston, Texas time, on May 15, 1999, subject to extension if the Purchaser agrees to extend the Time of Purchase upon request to do so by the Company.
(b) The Company shall have duly amended its Certificate of Incorporation to provide for a number of authorized shares of preferred stock sufficient to issue the Preferred Shares hereunder.
(c) The Company shall have duly amended its Certificate of Incorporation and/or Bylaws, in form and substance satisfactory to the Purchaser, including, without limitation, allowing for a maximum of seven Persons on the Company's Board of Directors.
(d) The representations and warranties of made by the Company contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Company contained herein not qualified as to materiality shall be true and correct in all material respects, at (except for changes expressly provided for by this Agreement) on and as of the Closing Date, except to Effective Date and the extent expressly Time of Purchase with the same effect as though such representations and warranties had been made on and as of an earlier date;
(b) the Time of Purchase, the Company shall have performed and complied in all material respects with all obligations agreements and covenants conditions set forth in or contemplated hereunder or in the Basic Documents required by this Agreement to be performed or complied with by the Company on it at or prior to the Closing Date;
(c) there shall not have been or occurred any Material Adverse Change since Effective Date and/or the Balance Sheet Date;
(d) no material Legal Proceedings Time of Purchase, and the Basic Documents shall have been instituted or threatened or claim or demand made against executed and delivered by all the Company or the Purchasers seeking to restrain or prohibit or to obtain material damages with respect to the consummation of the transactions contemplated hereby, respective parties thereto and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;full force and effect.
(e) the Company The Company's stockholders shall have paid, or reimbursed duly executed a valid written consent approving the Purchasers for, all reasonable costs form and expenses provided in Section 10.4 to be borne content of the Basic Documents and the performance thereof by the Company upon consummation and shall have delivered a copy of such consent to the transactions contemplated hereby;Purchaser.
(f) the Company The Purchaser shall have amended received duly executed and delivered copies of this Agreement, the Loan Agreements and the Structuring Fee Agreement-Equity, intended for delivery on the Effective Date including the Equity Documents together with all other documents reasonably requested by the Purchaser in connection therewith and all proceedings taken in connection with the issuance of the Securities and the transactions contemplated by the Basic Documents shall be reasonably satisfactory to the Purchaser and its existing Shareholders' Agreement dated February 22, 1997;counsel.
(g) the Purchasers The Purchaser shall have been furnished evidence received an opinion of counsel to the Company acceptable to the Purchasers Purchaser addressing the existence and good standing of the recomposition Company, the authorization of the Basic Documents, the enforceability of the Basic Documents, the absence of conflicts with law, other material agreements, and court orders, the absence of litigation, and such other matters as the Purchaser may request.
(h) The Purchaser shall have received a certificate, dated the Time of Purchase, of the Secretary or an Assistant Secretary of the Company, (i) certifying as true, complete and correct the charter and by-laws of the Company and resolutions of the Board of Directors attached thereto, (ii) as to the absence of proceedings or other action for dissolution, liquidation or reorganization of the Company, (iii) as to the incumbency of the officers of the Company who shall have executed instruments, agreements, and other documents in connection with the transactions contemplated hereby or by the Basic Documents, and (iv) covering such other matters, and with such other attachments thereto, as the Purchaser may request, and such certificate and the attachments thereto shall be satisfactory in form and substance to the Purchaser.
(i) The Purchaser shall have completed its due diligence review of such matters as it shall deem appropriate, and a review of the Company's Board properties and operations with respect to compliance with Environmental Laws, and any available reports related thereto, and the results of Directors as contemplated such due diligence review shall be satisfactory to the Purchaser.
(j) The Company shall have paid to or on behalf of the Purchaser all amounts payable pursuant to Section 8.02 of this Agreement and shall have made to ECT Securities Limited Partnership all payments required under the terms of the Structuring Fee Agreement-Equity.
(k) The Purchaser shall have received or be satisfied with the completion of all other items described on the current listing of closing documents distributed by the Stockholders' Purchaser to the Company in connection with the execution of this Agreement; and.
(hl) each of The waiting period under the Company's employees HSR Act and the rules and regulations promulgated thereunder applicable to the transactions contemplated hereunder shall have executed a Confidential Information and Inventions Assignment Agreement in the form of EXHIBIT C heretoexpired or been terminated.
Appears in 1 contract
Sources: Securities Purchase Agreement (Sierra Well Service Inc)
Conditions Precedent to Obligations of the Purchasers. The obligation of the Purchasers to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the applicable Closing Date, of each of the following conditions (any or all of which may be waived by the Purchasers in whole or in part to the extent permitted by applicable lawLaw):
(a) all the representations and warranties of the Company contained herein Sellers and the Sellers’ Parent set forth in Article V and in the other Seller Documents qualified as to materiality shall be true and correct, and the representations and warranties of the Company contained herein those not so qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent expressly made such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of an such earlier date);
(b) the Company Sellers and the Sellers’ Parent shall have performed and complied in all material respects with all obligations and covenants agreements required by this Agreement to be performed or complied with respectively by the Company them on or prior to the Closing Date;
(c) there shall not have been or occurred any Material Adverse Change since the Balance Sheet Date;
(d) no material Legal Proceedings shall have been instituted or threatened or claim or demand made against the Company or the Purchasers seeking to restrain or prohibit or to obtain material damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated herebyhereby or imposing adverse conditions on the transaction or on any of the Purchasers or any of their Affiliates;
(d) (i) each of the Company Concessions shall be in full force and effect and (ii) the Company shall have received the OSIPTEL Certification (and the Purchaser shall have received a true and correct copy thereof);
(e) the Company all approvals, agreements, amendments, consents and waivers that are listed on Schedule 8.1(e) shall have paidbeen received, and executed counterparts thereof shall have been delivered to Purchaser at or reimbursed prior to the Purchasers for, all reasonable costs and expenses provided in Section 10.4 to be borne by the Company upon consummation of the transactions contemplated herebyClosing;
(f) from the Company date of this Agreement, there shall not have amended its existing Shareholders' Agreement dated February 22occurred any event or events that, 1997;individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; and
(g) each of the Purchasers closing deliveries set forth in Section 4.2 shall have been furnished evidence acceptable delivered to the Purchasers of the recomposition of the Company's Board of Directors as contemplated by the Stockholders' Agreement; and
(h) each of the Company's employees shall have executed a Confidential Information and Inventions Assignment Agreement in the form of EXHIBIT C heretoPurchasers.
Appears in 1 contract
Conditions Precedent to Obligations of the Purchasers. The obligation of each Purchaser to purchase the Purchasers Securities to consummate the transactions contemplated be purchased by this Agreement it hereunder is subject to the fulfillment, on or prior to the applicable Closing Date, of each satisfaction of the following conditions (any or all at the Time of which may be waived by the Purchasers in whole or in part to the extent permitted by applicable law):Purchase:
(a) all The representations and warranties of made by the Company contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Company contained herein not qualified as to materiality shall be true and correct in all material respects, at respects (except for changes expressly provided for or contemplated in this Agreement) on and as of the Closing Date, except to Time of Purchase with the extent expressly same effect as though such representations and warranties had been made on and as of an earlier date;the Time of Purchase.
(b) The Company and the Company Parent shall have performed and complied in all material respects with all obligations covenants, agreements and covenants conditions set forth or contemplated herein which are required by this Agreement to be performed or complied with by the Company on them at or prior to the Closing Date;Time of Purchase.
(c) Except as disclosed in the Disclosure Documents or the unaudited interim financial statements referred to in Section 3.1(b), there shall not have been or occurred any Material Adverse Change since material adverse change or any development involving a prospective material adverse change in the Balance Sheet Date;condition (financial or otherwise), business, assets, properties, prospects or results of operations of the Company and the Parent, taken as a whole, subsequent to the date of the last of such unaudited financial statements.
(d) no material Legal Proceedings shall have been instituted or threatened or claim or demand made against At the Company or the Purchasers seeking to restrain or prohibit or to obtain material damages with respect Time of Purchase and after giving effect to the consummation of the transactions contemplated herebyby this Agreement, and there shall not be in effect any Order by a Governmental Body exist no Default or Event of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;Default.
(e) The purchase of the Company shall have paid, or reimbursed the Purchasers for, all reasonable costs and expenses provided in Section 10.4 Securities agreed to be borne purchased by such Purchaser hereunder shall not at the Company upon consummation Time of Purchase be prohibited or enjoined (temporarily or permanently) under the transactions contemplated hereby;laws of any jurisdiction to which such Purchaser is subject.
(f) the Company The Basic Documents shall have amended its existing Shareholders' Agreement dated February 22, 1997;been duly executed and delivered by all the respective parties thereto.
(g) At the Purchasers Time of Purchase, such Purchaser shall have been furnished evidence acceptable to received a certificate dated the Purchasers Time of Purchase signed by the Chairman or the President or the Executive Vice President of the recomposition Parent stating that the conditions specified in Sections 4.1(a), (b), (c) and (d) have been satisfied at the Time of the Company's Board of Directors as contemplated by the Stockholders' Agreement; andPurchase.
(h) As to each Purchaser, the transactions contemplated by this Agreement (i) shall not be prohibited by an applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System), (ii) shall not subject the Purchaser to any penalty or, in its reasonable judgment, other onerous condition under or pursuant to any applicable law or governmental regulations, and (iii) shall be permitted by the laws and regulations of the jurisdiction to which it is subject.
(i) The Trustee shall have received an executed copy of ^ each of the Company's employees Collateral Documents together with delivery of ^ any collateral required to be delivered pursuant to and in accordance with the terms of ^ the Collateral Documents.
(j) The Trustee shall have received an executed a Confidential Information and Inventions Assignment Agreement copy of the Guaranty.
(k) The Trustee shall have received evidence satisfactory to it that the Certificate of Designation has been filed with the Secretary of State of the State of Delaware.
(l) Each Purchaser shall have received from Herzfeld & ▇▇▇in an op▇▇▇▇▇ addressed to the Purchaser, dated the Closing Date, the substantive context of which shall be in substantially the form of EXHIBIT C hereto.Exhibit A. Section 4.2
Appears in 1 contract
Sources: Note Purchase Agreement (Aegis Consumer Funding Group Inc)