Conditions to Obligations of the Parties Sample Clauses
Conditions to Obligations of the Parties. The respective obligations of each of the parties hereto to fulfill their obligations under Section 2.1 hereof at the Closing shall be subject to the satisfaction or waiver prior to the Closing of the following conditions:
(a) All requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement shall have been satisfied.
(b) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of any of the transactions contemplated by this Agreement.
(c) No statute, rule or regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of any of the transactions contemplated by this Agreement.
(d) Each of the parties hereto shall have received (i) a counterpart to this Agreement, duly executed and delivered by the parties hereto, and (ii) a counterpart of each Related Agreement (other than the Senior Notes) to which it is a party, in form and substance satisfactory to the parties, which shall have been duly executed and delivered by the Company, the Bank and the Purchaser or Purchasers, as applicable.
(e) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law.
(f) The OTS shall have indicated in writing to the Bank that upon the submission by the Company of notice to the OTS of the consummation of the transactions contemplated by Section 2.1 hereof, (i) the Prompt Corrective Action Directive issued to the Bank by the OTS as of June 30, 1995 will be terminated, (ii) the regulatory capital requirements applicable to the Bank will be the requirements of general applicability set forth at 12 C.F.R. Section 567.2 and related regulations and there will be no individual minimum regulatory capital requirement required to be maintained by the Bank, (iii) the OTS will not, solely by virtue of any special assessment to recapitalize the SAIF, require the Bank to meet an individual minimum regulatory capital requirement or otherwise increase the amount of regulatory capital required to be maintained by the Bank, and (iv) the Bank will not be subject to any capital restoration plan filing requirement and the Bank's revised capital plan submitted to the OTS on June 22, 1995 will be void.
Conditions to Obligations of the Parties. The obligations of the parties under this Agreement are subject to the fulfillment and satisfaction of each of the following conditions:
Conditions to Obligations of the Parties. The respective obligations of each party to this Agreement are subject to the fulfillment, satisfaction or waiver at or prior to the Closing of each of the following conditions:
Conditions to Obligations of the Parties. 4.1 In addition to the Company’s right to reject, in whole or in part, any subscription at any time before the Closing Date, the Company’s obligation to issue the Notes at each Closing to the applicable Subscriber is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of the Company to the extent permitted by law:
(a) The representations and warranties made by each Subscriber in Article I hereof shall be true and correct in all material respects.
(b) All covenants, agreements and conditions contained in this Agreement to be performed by such Subscriber on or prior to the date of such Closing shall have been performed or complied with in all material respects.
(c) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement.
(d) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement).
4.2 The Subscriber’s obligation to purchase the Notes at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law:
(a) The representations and warranties made by the Company in Article II hereof shall be true and correct in all material respects.
(b) The Minimum Amount (which shall not include any Converted Amount) shall have been subscribed for.
(c) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects.
(d) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement.
(e) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement).
(f) The Placement Agent shall have received an opinion of counsel to the Company addressed to the Subscribers (which the Placement Agent may be permitted to rely on as if it were addressed to it) containing certain opinions to b...
Conditions to Obligations of the Parties. The obligations of the parties hereto to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Time of the following conditions:
(a) each of the representations and warranties of the parties hereto shall be true and correct in all respects; and
(b) at Closing (as defined below), the Purchaser shall have received the favorable opinion of counsel to the Seller and a certificate of the officers of the Seller, dated as of the Closing, in form and substance reasonably satisfactory to the Purchaser.
Conditions to Obligations of the Parties. The obligations of FZON, PROFIRE and the PROFIRE Shareholders listed in Exhibit B under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 herein, and fulfillment, prior to Closing, of each of the following conditions:
(a) All representations and warranties made by the PROFIRE, the PROFIRE Shareholders listed in Exhibit B and FZON in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date.
(b) PROFIRE, the PROFIRE Shareholders listed in Exhibit B and FZON shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing.
(c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect.
(d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.
Conditions to Obligations of the Parties. Section 6.1 Conditions to Each Party's Obligations................................................47 Section 6.2 Conditions to Obligations of Seller...................................................47 Section 6.3 Conditions to Obligations of Buyer....................................................48 -ii-
Conditions to Obligations of the Parties. The obligations of the Parties to consummate the Transactions are subject to the satisfaction of the following conditions on or prior to the Closing Date, each of which may be waived upon the mutual consent of all of the Parties:
Conditions to Obligations of the Parties. Section 6.1 Conditions to Each Party’s Obligations
Section 6.2 Conditions to Obligations of Seller Group Section 6.3 Conditions to Obligations of Buyer
Conditions to Obligations of the Parties. As a condition to Closing, (i) each of the representations and warranties of the parties hereto shall be true and correct in all material respects, (ii) the New York Stock Exchange shall have approved the Shares for listing upon notice of issuance, (iii) the PURCHASERS shall have received an opinion from O’Melveny & M▇▇▇▇ LLP, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit A, (iv) the PURCHASERS shall have received an opinion from V▇▇▇▇▇▇, B▇▇▇▇▇▇ & H▇▇▇▇▇, ▇▇, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit B and (v) the PURCHASERS shall have received a comfort letter from Ernst & Young LLP, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit C.