Conditions to Purchasers Sample Clauses
Conditions to Purchasers. Obligations at the Closing. Each Purchaser’s obligation to complete the purchase and sale of the Securities is subject to the waiver by such Purchaser or fulfillment as of the Closing Date of the following conditions:
Conditions to Purchasers. Obligations at the Initial Closing. The obligation of each Purchaser to purchase and pay for the Initial Shares to be purchased by it at the Initial Closing is subject to the satisfaction, on the date hereof, of each of the following conditions set forth in this Section 2.01, except that the cross-receipt required under Section 2.01 (I) below will be satisfied only on the date of the Initial Closing. These conditions are for each Purchaser's sole benefit and may be waived (in whole or in part) by each Purchaser provided that the waiver of any of the following conditions by such individual Purchaser shall not constitute a waiver of such conditions by any other Purchaser.
A. The representations and warranties of the Company set forth in Article III hereof shall be true and correct in all material respects as of the date hereof.
B. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date hereof shall have been performed or complied with, except for the filing of the Certificate of Designation, in all material respects.
C. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Stockholders' Agreement, dated as of August 7, 2000, by and among the Company, AOL and Riverview Media Corp. ("Riverview"), as amended, in substantially the form attached hereto as Exhibit C (the "Restated AOL/ODC Stockholders' Agreement").
D. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Registration Rights Agreement, dated as of August 7, 2000, by and between the Company, AOL and Riverview, in substantially the form attached hereto as Exhibit D (the "Restated AOL/ODC Registration Rights Agreement").
E. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment to the existing Registration Rights and Stockholders' Agreement, dated as of August 11, 2000, by and among the Company, AOL, Riverview, Banco Itau, Banco Itau, S.A., a Brazilian Sociedade Anonima ("BISA"), Banco ▇▇▇▇▇▇, ▇.▇., a Brazilian Sociedade Anonima ("BBSA") and Itau Bank Limited, a Cayman limited liability company ("Itau Bank"), in substantially the form attached hereto as Exhibit E (the "Restated Itau Agreement").
F. The Company and the other Purchas...
Conditions to Purchasers. Obligations at the Closing. Purchasers' obligations to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
Conditions to Purchasers. Obligations to Effect the Transactions Contemplated Hereby. The obligations of the Purchasers to effect the transactions
Conditions to Purchasers. Obligations at the First Closing. The Purchasers' obligations to purchase the Tranche I Notes and First Issuance Warrants at the First Closing are subject to the satisfaction (or waiver by Purchaser Representative), at or prior to the First Closing, of the following conditions:
Conditions to Purchasers. AND PLACEMENT AGENT'S OBLIGATIONS TO CLOSE The obligations of the Placement Agent to close, and of each Purchaser to purchase the Shares at the Closing, is subject to the fulfillment of the following conditions, any of which may be waived by a Purchaser:
Conditions to Purchasers. Obligations at the Initial Closing. The obligations of Purchasers under Section 2.1 of this Agreement are subject to the fulfillment on or before the Initial Closing of each of the following conditions, any of which may be waived by Purchasers in writing:
Conditions to Purchasers. Obligations at the First Closing. Purchasers' obligations to purchase the Shares at the First Closing are subject to the satisfaction, at or prior to the First Closing Date, of the following conditions:
(a) Representations and Warranties True;
Conditions to Purchasers. Obligations at the Closing. Each Purchaser’s obligation to purchase the Shares at the Closing thereby shall be subject to the following conditions to the extent not waived by the Purchasers:
Conditions to Purchasers. OBLIGATION 4.01.