CONDITIONS TO PURCHASERS' OBLIGATION AT TAKEDOWN Clause Samples

CONDITIONS TO PURCHASERS' OBLIGATION AT TAKEDOWN. The obligation of the Purchaser to purchase the Notes to be issued and sold by the Company on the Issuance Date is subject to the satisfaction of the following conditions contemporaneously with such purchase: (i) Each of the conditions to the parties' obligations under the Material Recapitalization Documents shall have been satisfied or, with the prior written consent of the Purchaser, waived and (ii) the Recapitalization shall have been completed on the terms set forth in the Material Recapitalization Documents (as such terms may have been amended or waived with the consent of the Purchaser). (b) The Purchaser shall have received executed copies of each of the Material Recapitalization Documents, the Financing Documents and the Stockholders' Agreement, each of which shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of the Purchaser. (c) There shall exist no action, suit, investigation, litigation or proceeding pending or to the Company's knowledge threatened in any court or before any arbitrator or any governmental instrumentality that could reasonably be expected to (A) have a material adverse effect on any Financing Document, the Material Recapitalization Document, the Notes or the Recapitalization or any of the other transactions contemplated thereby or hereby or (B) result in a Material Adverse Effect. (d) The Purchaser shall have received evidence satisfactory to them of the substantially simultaneous repayment in full of all existing Debt of the Company and its Subsidiaries (other than Debt permitted under Sections 6.08) and the termination of each existing Lien on any asset securing any such Debt. (e) The Purchaser shall have received opinions, dated on or prior to the Issuance Date, of Kirk▇▇▇▇ & ▇lli▇, ▇▇ecial counsel for the Company, in the form and substance satisfactory to the Purchaser. (f) All fees and expenses payable to the Purchaser hereunder shall have been paid in full.
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CONDITIONS TO PURCHASERS' OBLIGATION AT TAKEDOWN. The obligation of the Purchasers (which is several and not joint) to purchase the Notes to be issued and sold by the Company on the Issuance Date is subject to the satisfaction of the following conditions contemporaneously with such purchase:
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CONDITIONS TO PURCHASERS' OBLIGATION AT TAKEDOWN. The obligation of the Purchasers (which is several and not joint) to purchase the Asset Bridge Notes to be issued and sold by Intermediate Holdings on the Issuance Date is subject to the satisfaction of the following conditions contemporaneously with such purchase:
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Related to CONDITIONS TO PURCHASERS' OBLIGATION AT TAKEDOWN

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation 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 The Purchaser’s Obligation to Purchase The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall 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. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

  • Conditions to Purchaser’s Obligation to Close The obligations of Purchaser to consummate the Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Purchaser in writing:

  • Conditions to Purchaser’s Obligations The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Registration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of GTE; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate dated the Closing Date and signed by the Chairman, a Vice Chairman, the President or a Vice President of GTE, including the foregoing. The officer making such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Executive Vice President - Government & Regulatory Advocacy, General Counsel of GTE, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants for GTE, dated as of the Closing Date, to the effect set forth in Exhibit C hereto.

  • Conditions to Purchaser’s Obligation to Purchase The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall 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.