Conditions Precedent to the Obligations of each Investor Sample Clauses

Conditions Precedent to the Obligations of each Investor. Each Investor’s obligation to purchase Membership Interests hereunder on the Closing Date is subject to the satisfaction (or waiver by each of L▇▇▇▇▇ and Ospraie) on or before the Closing Date, of the conditions contained in this Section 2.02: (a) The representations and warranties of the Company contained in Article III and Article IV of this Agreement and of the Management Investors in Article IV shall be true and correct in all respects at and as of the Closing Date, as if made at and as of such date (except that representations and warranties made as of a specific date need be true only as of that date); (b) Each Investor shall have received an Officer’s Certificate, dated the Closing Date in the form attached hereto as Exhibit A, attaching (i) true, correct and complete copies of each of the Constituent Documents and (ii) with respect to each Transaction Party, certificates of good standing of the appropriate officials of the jurisdiction of formation of each Transaction Party and of each state or other jurisdiction in which each Transaction Party is qualified to transact business, and is transacting business, except those other jurisdictions where the failure to be so qualified would not have a Material Adverse Effect; (c) The Investors shall have received, true and correct copies, certified as to authenticity by the Company, of the validly executed and delivered (i) Third Point Agreements, (ii) Employment Agreements and (iii) Fund Partnership Agreement; (d) Concurrently with the consummation of the Purchases hereunder, Third Point shall have purchased that number of Fund Common Units equal to product of (a) a fraction, of which (i) the numerator is 71.5 and (ii) the denominator is 91.5, times (b) the number of Depositary Units validly tendered in the Tender Offer and accepted by the Company for cash consideration not to exceed $31 per Depositary Unit, rounded to the nearest whole number of Depositary Units; (e) Concurrently with the consummation of the Purchases hereunder, the Company and each of the Investors shall have executed and delivered the LLC Agreement; (i) There shall be no Proceedings pending or, to the Company’s knowledge threatened, against or affecting any Transaction Party or the Trust or any of their respective properties or rights, or any of their respective Affiliates, Associates, officers or managers, before any Governmental Entity which (A) seeks to restrain, enjoin or prevent the consummation of the transactions contemplated by ...

Conditions Precedent to the Obligations of each Investor. The obligation of each Investor to purchase the Units from the Company at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions. These conditions are for each Investor’s benefit and may be waived by each Investor at any time in its sole discretion. (a) The Company shall have obtained the Stockholder Approval. (b) The aggregate proceeds to be received by the Company from all Investors pursuant to this Agreement shall be at least $23,000,000. (c) The representations and warranties of the Company must be true and correct in all material respects as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be true and correct as of such date). (d) The Company shall have performed, satisfied and complied in all material respects with each covenant, agreement and condition required hereby to be performed, satisfied or complied with by the Company at or prior to the Closing. (e) None of the following shall have occurred prior to the Closing: (i) adoption by the Company’s board of directors of any resolution to effect the winding up of the Company or the commencement of any proceeding against the Company for its winding up and such proceeding is not dismissed or withdrawn before the Closing Date; (ii) the Company suspends payment of its debts generally; or (iii) any event or condition which has or will have a Material Adverse Effect on the Company. (f) No statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement, and which could, individually or in the aggregate, have a Material Adverse Effect. (g) The Company shall have provided to the Investors a certificate signed by an officer of the Company, dated as of the Closing Date, stating that the conditions referred to above in Section 8.2(a) – (f) have been satisfied. (h) The Company shall have executed and delivered a registration rights agreement, in the form attached hereto as Exhibit C, for execution by those certain Investors named therein. (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Company, shall have provided to the Investors, in a...