Conditions to the Purchase. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Purchaser hereunder, the Company shall have no rights under this Agreement (but shall have all applicable obligations hereunder), and the Purchaser shall not be obligated to make the purchases of the Securities hereunder, unless and until each of the following conditions precedent shall have been fulfilled or waived by the Purchaser, and the Company shall have delivered, where applicable, in form and substance satisfactory to the Purchaser, and (unless otherwise indicated) each dated the Closing Date: (a) All of the representations and warranties of the Company contained in this Agreement or in any of the Ancillary Agreements shall be correct in all material respects as though made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date. (b) The Purchaser shall have received a written certification by the chief financial officer of the Company as to the matters set forth in Section 3.1(a) hereof. (c) The Purchaser shall have purchased the ▇▇▇▇▇▇ Debentures and common stock held by the ▇▇▇▇▇▇ Family pursuant to an agreement of even date herewith. (d) Resolutions of the Board certified by the Secretary or Assistant Secretary of the Company, to be dated, duly adopted and in full force and effect as of the Closing Date, authorizing (i) the consummation of the Transactions and (ii) specific officers to execute and deliver the Ancillary Agreements. (e) Certificates of the secretary or an assistant secretary of the Company, dated the Closing Date, as to the incumbency and signatures of the officers or representatives of such entity executing this Agreement and the Ancillary Agreements and any other certificates or other documents to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such secretary or assistant secretary. (f) Certificate of Existence from the Indiana Secretary of State, dated the most recent practicable date prior to the Closing Date, showing that the Company is organized and in good standing in the State of Indiana. (g) Each consent, license and approval required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, the Ancillary Agreements, and the consummation of the Transactions; such consents, licenses and approvals shall be in full force and effect and be satisfactory in form and substance to the Purchaser. (h) A copy of the certificate of incorporation and all amendments thereto of each of the Company, General Acceptance Corporation Reinsurance, Limited and copies of their respective by-laws all of which shall be certified by the secretary or assistant secretary of each respective corporation as true and correct as of the Closing Date. (i) The Purchaser shall have received the Financials, projections and such other financial and other information regarding the Company and its Subsidiaries as the Purchaser deems appropriate. (j) The Company shall have acquired the headquarters building of the Company from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. (k) A stock certificate representing 16,000,000 shares of Common Stock. (l) Employment Agreements for ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have been terminated pursuant to separation agreements of even date herewith. (m) Agreement by General Electric Capital Corporation to amend various covenants and waive various covenant violations under the Credit Agreement between the Company and General Electric Capital Corporation being executed concurrently herewith. (n) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Securities Purchase Agreement under the ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ Antitrust Improvement Act shall have been terminated or shall have otherwise expired. (o) Such additional information and materials as the Purchaser may request.
Appears in 1 contract
Conditions to the Purchase. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Purchaser Purchasers hereunder, the Company shall have no rights under this Agreement (but shall have all applicable obligations hereunder), and the Purchaser Purchasers shall not be obligated to make the purchases of the Securities hereunder, unless and until each of the following conditions precedent shall have been fulfilled or waived by the PurchaserPurchasers, and the Company shall have delivered, where applicable, in form and substance satisfactory to the PurchaserPurchasers, and (unless otherwise indicated) each dated the Closing Date:
(a) All of the representations and warranties of the Company contained in this Agreement or in any of the Ancillary Agreements shall be correct in all material respects as though made on and as of the Closing Date, except to the extent that any such representation or warranty warranties expressly relates to an earlier datedate and for changes therein permitted or contemplated by this Agreement.
(b) The Purchaser Purchasers shall have received a written certification by the chief principal financial officer of the Company as to the matters set forth in Section 3.1(a) hereof.
(c) The Purchaser A favorable opinion of counsel for the Company substantially in the form attached hereto as Exhibit C, it being understood that to the extent that such opinion of counsel shall have purchased rely upon any other opinion of counsel, each such other opinion shall be in form and substance satisfactory to the ▇▇▇▇▇▇ Debentures Purchasers and common stock held by shall provide that the ▇▇▇▇▇▇ Family pursuant to an agreement of even date herewithPurchasers may rely thereon.
(d) Resolutions of the Board certified by the Secretary or Assistant Secretary of the Company, to be dated, duly adopted and in full force and effect as of the Closing Date, authorizing authorizing
(i) the consummation of the Transactions Transactions, and (ii) specific officers to execute and deliver the Ancillary Agreements.
(e) Certificates of the secretary or an assistant secretary of the Company, dated the Closing Date, as to the incumbency and signatures of the officers or representatives of such entity executing this Agreement and the Ancillary Agreements and any other certificates or other documents to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such secretary or assistant secretary.
(f) Certificate of Existence from the Indiana Secretary of StateGovernmental certificates, dated the most recent practicable date prior to the Closing Date, with telegram updates where available, showing that each of the Company and its Subsidiaries is organized and in good standing in the State jurisdiction of Indianaits organization and is qualified as a foreign corporation and in good standing in all other jurisdictions in which it is qualified to transact business.
(g) Each consent, license and approval required in connection with (i) the execution, delivery, performance, validity and enforceability of this Agreement, the Ancillary Agreements, and the consummation of the TransactionsTransactions and (ii) the conduct by each of the Company and its Subsidiaries of its business after the Closing Date; such consents, licenses and approvals shall be in full force and effect and be satisfactory in form and substance to the PurchaserPurchasers.
(h) A copy of the certificate of incorporation and all amendments thereto of each of the Company, General Acceptance Corporation ReinsuranceAutorics II, Limited Inc., Autorics, Inc. and NAC and copies of their respective by-laws its bylaws all of which shall be certified by the secretary or assistant secretary of each respective corporation as true and correct as of the Closing Date.
(i) The Purchaser shall have received A certificate of the FinancialsChief Executive Officer of the Company, projections satisfactory in form and such substance to the Purchasers, stating that, as of the Closing Date, no change has occurred in the business, assets, operating properties, operations, prospects, financial or other financial and other information regarding the Company and its Subsidiaries as the Purchaser deems appropriate.
(j) The Company shall have acquired the headquarters building condition of the Company from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇or any of its Subsidiaries since June 30, 1996, which would result in a Material Adverse Effect.
(k) A stock certificate representing 16,000,000 shares of Common Stock.
(l) Employment Agreements for ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have been terminated pursuant to separation agreements of even date herewith.
(m) Agreement by General Electric Capital Corporation to amend various covenants and waive various covenant violations under the Credit Agreement between the Company and General Electric Capital Corporation being executed concurrently herewith.
(n) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Securities Purchase Agreement under the ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ Antitrust Improvement Act shall have been terminated or shall have otherwise expired.
(o) Such additional information and materials as the Purchaser may request.
Appears in 1 contract
Sources: Securities Purchase Agreement (Nal Financial Group Inc)
Conditions to the Purchase. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Purchaser hereunder, the Company shall have no rights under this Agreement (but shall have all applicable obligations hereunder)Agreement, and the Purchaser shall not be obligated to make issue the purchases of the Securities Guaranty or to otherwise satisfy its obligations hereunder, unless and until each of the following conditions precedent shall have been fulfilled or waived by the Purchaser, and the Company shall have delivered, where applicable, in form and substance satisfactory to the Purchaser, and (unless otherwise indicated) each dated the Closing Date:
(a) All The Company shall have issued to the Purchaser the Note and the Warrant.
(b) The Purchaser shall have received a written certificate from the chief financial officer of the Company to the effect that all of the representations and warranties of the Company contained in this Agreement or in any of the Ancillary Supplemental Agreements shall be are true and correct in all material respects as though made on and as of the Closing Date, except respects. Except to the extent that any such representation or warranty expressly relates to an earlier date.
(bc) The Purchaser shall have received a written certification by the chief financial officer favorable opinion or opinions of counsel for the Company as in form and substance satisfacory to the matters set forth Purchaser, it being understood that, to the extent that such opinion of counsel shall rely upon any other opinion of counsel, each such other opinion shall also be in Section 3.1(a) hereofform and substance satisfactory to the Purchaser and shall provide that the Purchaser may rely thereon.
(cd) The Purchaser shall have purchased the ▇▇▇▇▇▇ Debentures and common stock held by the ▇▇▇▇▇▇ Family pursuant to an agreement of even date herewith.
(d) Resolutions received resolutions of the Board certified by the Secretary or Assistant Secretary of the Company, to be dated, duly adopted and in full force and effect as of the Closing Date, authorizing (i) the consummation of the Transactions and Transactions, (ii) specific officers to execute and deliver this Agreement and the Supplemental Ancillary AgreementsAgreements to which the Company is intended to be a party and (iii) the meeting of the stockholders of the Company referred to in Section 7 below.
(e) Certificates of the secretary or an assistant secretary of the Company, dated the Closing Date, as to the incumbency and signatures of the officers or representatives of such entity executing this Agreement and the Ancillary Supplemental Agreements and any other certificates or other documents to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such secretary or assistant secretary.
(f) Certificate of Existence from the Indiana Secretary of State, dated the most recent practicable date prior to the Closing Date, showing that the Company is organized and in good standing in the State of Indiana.
(g) Each consent, license and approval required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, the Ancillary Agreements, and the consummation of the Transactions; such consents, licenses and approvals shall be in full force and effect and be satisfactory in form and substance to the Purchaser.
(h) A copy of the certificate of incorporation and all amendments thereto of each of the Company, General Acceptance Corporation Reinsurance, Limited and copies of their respective by-laws all of which shall be certified by the secretary or assistant secretary of each respective corporation as true and correct as of the Closing Date.
(ih) The Purchaser shall have received the Financialssuch financial statements, projections and such other financial and other information regarding the Company and its Subsidiaries as the Purchaser deems appropriate.
(ji) The Company shall have acquired A certificate of the headquarters building Chief Executive Officer of the Company, satisfactory in form and substance to the Purchaser, stating that, as of the Closing Date, no change has occurred in the business, assets, operating properties, operations, prospects, financial or other condition of the Company from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
(k) A stock certificate representing 16,000,000 shares or any of Common Stock.
(l) Employment Agreements for ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall its Subsidiaries since April 11, 1997 which would result in a Material Adverse Effect, except such changes as have been terminated pursuant to separation agreements of even date herewith.
(m) Agreement by General Electric Capital Corporation to amend various covenants and waive various covenant violations under the Credit Agreement between the Company and General Electric Capital Corporation being executed concurrently herewith.
(n) The waiting period (and any extension thereof) applicable disclosed to the transactions contemplated by this Securities Purchase Agreement under the ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ Antitrust Improvement Act shall have been terminated or shall have otherwise expiredConseco Directors.
(o) Such additional information and materials as the Purchaser may request.
Appears in 1 contract
Sources: Purchase Agreement (Conseco Inc)
Conditions to the Purchase. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Purchaser hereunder, the Company Sellers shall have no rights under this Agreement (but shall have all applicable obligations hereunder), and the Purchaser shall not be obligated to make the purchases of the Securities hereunder, unless and until each of the following conditions precedent shall have been fulfilled or waived by the Purchaser, and the Company Sellers shall have delivered, where applicable, in form and substance satisfactory to the Purchaser, and (unless otherwise indicated) each dated the Closing Date:
(a) All of the representations and warranties of the Company Sellers contained in this Agreement or in any of the Ancillary Agreements shall be correct in all material respects as though made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date.
(b) The Purchaser shall have received a written certification by the chief financial officer of the Company as waiting period (and any extension thereof) applicable to the matters set forth in Section 3.1(a) hereof.
(c) The Purchaser shall have purchased transactions contemplated by this Securities Purchase Agreement under the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Debentures and common stock held by the ▇▇▇▇▇▇ Family pursuant to an agreement of even date herewithAntitrust Improvement Act shall have been terminated or shall have otherwise expired.
(dc) Resolutions of the Board certified by the Secretary or Assistant Secretary of the Company, to be dated, duly adopted and in full force and effect as of the Closing Date, authorizing (i) the consummation of the Transactions and (ii) specific officers to execute and deliver the Ancillary Agreements.
(e) Certificates of the secretary or an assistant secretary of the Company, dated the Closing Date, as to the incumbency and signatures of the officers or representatives of such entity executing this Agreement and the Ancillary Agreements and any other certificates or other documents to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such secretary or assistant secretary.
(fd) Certificate of Existence from the Indiana Secretary of State, dated the most recent practicable date prior to the Closing Date, showing that the Company is organized and in good standing in the State of Indiana.
(ge) Each consent, license and approval required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, the Ancillary Agreements, and the consummation of the Transactions; such consents, licenses and approvals shall be in full force and effect and be satisfactory in form and substance to the Purchaser.
(hf) A copy of the certificate of incorporation and all amendments thereto of each of the Company, General Acceptance Corporation Reinsurance, Limited and copies of their respective by-laws all of which shall be certified by the secretary or assistant secretary of each respective corporation as true and correct as of the Closing Date.
(g) The closing of the transactions under the Company Securities Purchase Agreement.
(h) The closing of the transactions under the Real Estate Purchase Agreement and resolution of issues related to the mortgage provided by First Chicago NBD National Bank in a manner satisfactory to Purchaser in its sole discretion.
(i) The Purchaser shall have received the Financials, projections Debentures and such other financial 3,814,000 shares of Common Stock are free and other information regarding the Company and its Subsidiaries as the Purchaser deems appropriateclear of all Liens.
(j) The Company shall have acquired the headquarters building of the Company from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
(k) A stock certificate representing 16,000,000 shares of Common Stock.
(l) Employment Agreements for ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, copies of which are attached hereto as Exhibits D and E, respectively, shall have been terminated pursuant to separation agreements of even date herewith.
(m) Agreement by General Electric Capital Corporation to amend various covenants in exchange for full payment thereunder, and waive various covenant violations under the Credit Agreement between the Company and General Electric Capital Corporation being executed concurrently herewith.
(n) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Securities Purchase Agreement under the ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ Antitrust Improvement Act ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have been terminated or shall have otherwise expired.
(o) Such additional information resigned from all of their positions with the Company and materials as the Purchaser may request.its
Appears in 1 contract
Conditions to the Purchase. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Purchaser hereunder, the Company shall have no rights under this Agreement (but shall have all applicable obligations hereunder), and the Purchaser shall not be obligated to make the purchases of the Securities hereunder, unless and until each of the following conditions precedent shall have been fulfilled or waived by the Purchaser, and the Company shall have delivered, where applicable, in form and substance satisfactory to the Purchaser, and (unless otherwise indicated) each dated the Closing Date:
(a) All of the representations and warranties of the Company contained in this Agreement or in any of the Ancillary Agreements shall be correct in all material respects as though made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date.
(b) The Purchaser shall have received a written certification by the chief financial officer of the Company as to the matters set forth in Section 3.1(a) hereof.
(c) The A favorable opinion of counsel for the Company substantially in the form attached hereto as Exhibit D, it being understood that to the extent that such opinion of counsel shall rely upon any other opinion of counsel, each such other opinion shall be in form and substance satisfactory to the Purchaser and shall have purchased provide that the ▇▇▇▇▇▇ Debentures and common stock held by the ▇▇▇▇▇▇ Family pursuant to an agreement of even date herewithPurchaser may rely thereon.
(d) Resolutions of the Board certified by the Secretary or Assistant Secretary of the Company, to be dated, duly adopted and in full force and effect as of the Closing Date, authorizing (i) the consummation of the Transactions and Transactions, (ii) specific officers to execute and deliver the Ancillary AgreementsAgreements and (iii) appointing the Conseco Directors to the Board.
(e) Certificates of the secretary or an assistant secretary of the Company, dated the Closing Date, as to the incumbency and signatures of the officers or representatives of such entity executing this Agreement and the Ancillary Agreements and any other certificates or other documents to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such secretary or assistant secretary.
(f) Certificate of Existence from the Indiana Secretary of State, dated the most recent practicable date prior to the Closing Date, showing that the Company is organized and in good standing in the State of Indiana.
(g) Each consent, license and approval required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, the Ancillary Agreements, and the consummation of the Transactions; such consents, licenses and approvals shall be in full force and effect and be satisfactory in form and substance to the Purchaser.
(h) A copy of the certificate of incorporation and all amendments thereto of each of the Company, General Acceptance Corporation Reinsurance, Limited and copies of their respective by-laws all of which shall be certified by the secretary or assistant secretary of each respective corporation as true and correct as of the Closing Date.
(i) The Purchaser shall have received the Financials, projections and such other financial and other information regarding the Company and its Subsidiaries as the Purchaser deems appropriate.
(j) The Company shall have acquired A certificate of the headquarters building Chief Executive Officer of the Company, satisfactory in form and substance to the Purchaser, stating that, as of the Closing Date, no change has occurred in the business, assets, operating properties, operations, prospects, financial or other condition of the Company from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇or any of its Subsidiaries since December 31, 1996 which would result in a Material Adverse Effect, except the sale of approximately $44,000,000 of accounts receivable previously disclosed to the Purchaser and as set forth on Schedule 3.1(j).
(k) A stock certificate representing 16,000,000 shares of Common StockThe Stockholders' Agreement.
(l) Employment Agreements for ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have been terminated pursuant to separation agreements of even date herewithThe Registration Rights Agreement.
(m) Agreement by General Electric Capital Corporation to amend various covenants and waive various covenant violations under the Credit Agreement between the Company and General Electric Capital Corporation being executed concurrently herewithThe Debentures.
(n) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Securities Purchase Agreement under the ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ Antitrust Improvement Act shall have been terminated or shall have otherwise expired.
(o) Such additional information and materials as the Purchaser may request.
Appears in 1 contract
Sources: Registration Rights Agreement (General Acceptance Corp /In/)