Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be further subject to the following conditions unless waived in accordance with Section 10.02: (a) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing Date. (b) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company and the Sellers contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case (except to the extent such representations and warranties speak as of an earlier date) as though made as of and on the Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date of this Agreement (except to the extent that such representations and warranties speak as of an earlier date). (c) Each Seller shall have delivered to the Purchaser one or more certificates representing, in the aggregate, 100% of the issued and outstanding Shares of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel. (d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be continuing. (e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying as to the accuracy of the representations and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda. (f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtained. (g) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries. (h) All the Contracts set forth in Section 6.03(b) of the Disclosure Letter and all agreements (other than this Agreement) which relate to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing. (i) Each Seller shall have delivered to Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto. (j) The Spin-Off shall have been consummated. (k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter. (l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement. (m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Sources: Stock Purchase Agreement (Ace LTD)
Conditions to the Purchasers’ Obligation. The Purchaser’s obligation of to purchase the Purchaser to consummate Convertible Note and the transactions contemplated by this Agreement Warrant shall be further subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions unless are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in accordance with Section 10.02its sole discretion:
(ai) The receipt by the Company shall have performed of Shareholder Approval, provided that if shareholder approval of the amendment of the Company’s articles of organization to increase the number of authorized shares of Common Stock to 210,000,000 shares is not received, the Reverse Stock Split has been effected;
(ii) receipt of the Convertible Note in all material respects each obligation the principal amount of the Purchase Price, executed by the Company;
(iii) receipt of the Warrant in the form of Exhibit B executed by the Company;
(iv) receipt of the Security Agreement in the form of Exhibit C executed by the Company (the “Security Agreement”);
(v) receipt of an intercreditor agreement by and covenant to be performed by it pursuant to this Agreement on or prior between the Purchaser and GE Capital, in form and substance reasonably satisfactory to the Closing Date.Purchaser, executed by GE Capital (the “Intercreditor Agreement”);
(bvi) The representations receipt of subordination agreements, in form and warranties substance reasonably satisfactory to the Purchaser, executed by all holders of the Company Company’s indebtedness other than GE Capital;
(vii) receipt of evidence that the Rights Agreement (as defined in Section 8(e)) has been waived in connection with the issuance of the Note and Warrant and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and issuance of the Shares issuable upon conversion or exercise thereunder;
(viii) the representations and warranties of the Company and the Sellers contained in this Agreement that are not so qualified shall be true true, correct and correct in all material respects, in each case (except to the extent such representations and warranties speak as of an earlier date) as though made as of and on the Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only complete as of the date of this Agreement and the Closing Date (except to the extent that such for representations and warranties that speak as of an earlier a specific date).
(c, which shall be true, correct and complete as of such date) Each Seller shall have delivered to the Purchaser one or more certificates representing, in the aggregate, 100% of the issued and outstanding Shares of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31performed, 1997 satisfied and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be continuing.performed, satisfied or complied with by the Company at or prior to the Closing and receipt of a certificate, dated the Closing Date, executed by the principal executive officer and principal accounting officer of the Company certifying as to such;
(eix) The since the date of the most recent financial statements set forth in the Company’s SEC Documents (as defined in Section 5(h)), there shall have been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (“Material Adverse Effect”) and receipt of a certificate, dated the Closing Date, executed by the principal executive officer and principal accounting officer of the Company certifying as to such;
(x) receipt by the Purchaser shall receive customary closing documents of a legal opinion, dated the Closing Date, from counsel to the Company, in form and substance reasonably satisfactory acceptable to itthe Purchaser’s counsel;
(xi) no temporary restraining order, includingpreliminary or permanent injunction or other order or decree, without limitation, a secretary's certificate certifying and no other legal restraint or prohibition shall exist which questions the resolutions validity of the Board of Directors and certifying Transaction Documents or the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer right of the Company certifying compliance with all covenants and obligations or the Purchaser, as the case may be, to enter into any Transaction Document to which any of the Company and certifying as to the accuracy of the representations and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and them is a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for party or prevents or arguably prevents the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter Agreement, nor shall any proceeding have been obtained.
(g) The Purchaser shall have received commenced or threatened with respect to the resignations foregoing and receipt of a certificate, dated the directors Closing Date, executed by the principal executive officer and principal accounting officer of the Company and its Subsidiaries.certifying to their knowledge as to such; and
(hxii) All the Contracts set forth in Section 6.03(b) receipt of the Disclosure Letter such other information, certificates and all agreements (other than this Agreement) which relate to the voting or disposition of Sharesdocuments, including the Shareholders' AgreementIntellectual Property Security Agreements, shall have been terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing.
(i) Each Seller shall have delivered to Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by as the Purchaser and the Escrow Agent) shall be in full force and effectmay reasonably request.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (GTC Biotherapeutics Inc)
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate purchase and pay for the transactions contemplated by this Agreement Initial Shares shall be further subject to the following conditions unless waived satisfaction (or waiver in accordance with Section 10.02:
(awriting by the Purchaser) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Initial Closing DateDate of the following conditions.
(bA) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company and the Sellers contained in this Agreement that are not so qualified SECTION 3 shall be true and correct in all material respects, in each case (except to the extent such representations and warranties speak respects as of an earlier date) as though made as of and on the Initial Closing Date, except as otherwise contemplated by this Agreement; provided, that and the representations covenants and warranties made agreements contained herein to be performed by the Company and the Sellers as to Enterprise on or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date of this Agreement (except prior to the extent that such representations and warranties speak as of an earlier date)Initial Closing Date shall have been performed in all material respects on or prior to the Initial Closing Date.
(cB) Each Seller The Company shall have entered into, or be entering into concurrently herewith, the License Agreement.
(C) The Company shall have delivered to the Purchaser one or more certificates representing, in the aggregate, 100% of the issued and outstanding Shares of following documents:
(1) a certificate signed by the Company's Chief Executive Officer, duly endorsed dated the Initial Closing Date, certifying that the conditions specified in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.SECTION 2(d)(i)(A) have been satisfied;
(d2) Subject to Section 2.06(b), no Material Adverse Effect on certified copies of resolutions duly adopted by the Company shall have occurred since December 31, 1997 and be continuing.
(e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretaryCompany's certificate certifying the resolutions of the Board of Directors authorizing the execution, delivery and certifying performance of this Agreement, the memorandum License Agreement, and the other transactions contemplated hereby and thereby;
(3) certified copies of association the Certificate of Incorporation and byeBy-laws of the Company; a Certificate of , each as in effect on the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying as to the accuracy of the representations and warranties of the Company as of the Initial Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.;
(f4) The Purchaser shall have received evidence satisfactory to it that all consents copies of any third party and governmental consents, approvals and filings required for in connection with the consummation of the transactions contemplated hereby.
(D) The purchase of the Initial Shares by the Purchaser hereunder, and the performance of the transactions contemplated hereby and by the License Agreement, shall not be prohibited by any applicable law, administrative or governmental rule or regulation or order of a court of competent jurisdiction; and no action, suit or proceeding shall exist or be threatened that would prevent, restrain or condition in any material respect the consummation of the transactions contemplated hereby or by the License Agreement.
(E) All material consents and approvals of, or filings with, any third party or Governmental Authority required in connection with the execution and delivery of this Agreement and all consents required by Contracts listed in Section 7.03(f) the License Agreement and the consummation of the Disclosure Letter transactions contemplated hereby and thereby shall have been obtained.
(g) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries.
(h) All the Contracts set forth in Section 6.03(b) of the Disclosure Letter and all agreements (other than this Agreement) which relate to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing.
(i) Each Seller shall have delivered to Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be further is subject to the satisfaction of the following conditions unless waived in accordance with Section 10.02immediately prior to the Closing:
(a) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing Date.
(b) The representations and warranties set forth in Article IV and Article V of this Agreement (other than the Company Significant Representations and the Sellers contained in Company Major Representations, but including (for clarity) the Company T&E Representations) of this Agreement that are qualified as to materiality shall be true and correct as of the date of this Agreement and the Closing Date as though made on such date (disregarding all qualifications or limitations as to “materiality,” “in all material respects” or “Material Adverse Effect” and words of similar import set forth therein), except (i) to the extent that the failure of such representations and warranties to be true and correct does not constitute a Material Adverse Change and (ii) for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct as of such earlier date except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date did not constitute a Material Adverse Change);
(b) the Company Significant Representations shall be true and correct in all respects other than de minimis inaccuracies as of the Company date of this Agreement and the Sellers contained Closing Date (disregarding all qualifications or limitations as to “materiality,” “in this Agreement that are not so qualified all material respects” or “Material Adverse Effect” and words of similar import set forth therein), except for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all respects other than de minimis inaccuracies as of such earlier date);
(c) the Company Major Representations shall be true and correct in all material respects, in each case (except to the extent such representations and warranties speak as of an earlier date) as though made as of and on the Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only respects as of the date of this Agreement and the Closing Date (disregarding all qualifications or limitations as to “materiality,” “in all material respects” or “Material Adverse Effect” and words of similar import set forth therein), except for those representations and warranties which expressly relate to the extent that an earlier date (in which case such representations and warranties speak shall have been true and correct in all material respects as of an such earlier date).;
(cd) Each the Company and the Seller shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing;
(e) the Company shall have delivered to the Purchaser one or more certificates representing, in the aggregate, 100% of the issued and outstanding Shares of the Company, duly endorsed in blank for transfer or accompanied a certificate signed by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be continuing.
(e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer an officer of the Company certifying compliance with all covenants and obligations in the form of the Company and certifying as to the accuracy of the representations and warranties of the Company Exhibit C, dated as of the Closing Date; an incumbency , certifying that the conditions specified in Sections 3.01(a), 3.01(b), 3.01(c) and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.3.01(d) have been satisfied;
(f) The Purchaser no claim shall have received evidence satisfactory to it that all consents and approvals and filings required for be pending before any court, Governmental Body or arbitrator, which, if successful, would enjoin, restrain, or prohibit the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtained.Agreement; and
(g) The Purchaser there shall not have received occurred a Material Adverse Change since the resignations date of this Agreement. If the directors of the Company and its Subsidiaries.
(h) All the Contracts Closing occurs, all closing conditions set forth in this Section 6.03(b) 3.01 which have not been fully satisfied as of the Disclosure Letter and all agreements (other than this Agreement) which relate Closing shall be deemed to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing.
(i) Each Seller shall have delivered to Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution waived by the Purchaser and the Escrow Agent) shall be in full force and effectPurchaser.
Appears in 1 contract
Sources: Stock Purchase Agreement (Intertape Polymer Group Inc)
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser Purchasers to consummate the transactions contemplated by this Agreement shall be further any Closing is subject to the satisfaction on or before the applicable Closing Date of each of the following conditions unless conditions, any of which may be waived in accordance with Section 10.02writing by the Purchasers in its sole discretion:
(ai) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing Date.
(b) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company and the Sellers Company, contained in this Agreement that are not so qualified shall be true and correct in all material respectsrespects (or, in each case (except to the extent any representation or warranty is qualified by materiality, a Material Adverse Effect in each case, both when made and on the First Closing Date with the same force and effect as though such representations and warranties speak had been made on and as of an earlier date) as though made as of and on the such First Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date of this Agreement Date (except to the extent that where such representations and warranties speak as of expressly relate to an earlier date)., in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date);
(cii) Each Seller all obligations, covenants and agreements of the Company required to be performed hereunder at or prior to the First Closing Date shall have been performed;
(iii) the Company shall have delivered or caused to the Purchaser one or more certificates representing, in the aggregate, 100% be delivered each of the issued and outstanding Shares items set forth in Section 2.2(a);
(iv) there shall have been no Material Adverse Effect since the date hereof;
(v) the Purchasers shall have received a certificate of an officer of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be continuing.
(e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions dated as of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying First Closing Date, certifying, as to the accuracy fulfillment of the representations conditions set forth in subparagraphs (i), (ii), (iii) and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.(iv) above;
(fvi) The Purchaser the Purchasers shall have received evidence confirmation satisfactory to it that all consents approvals of Governmental Authorities and other approvals and filings required for the consummation of the transactions contemplated by herein have been obtained, and all waiting periods, if applicable, have expired;
(vii) at any time following the execution of this Agreement, none of the Company nor any of Subsidiaries shall have issued, or agreed to issue, any equity, equity linked or debt financing other than an Exempt Issuance or as specifically referenced herein without the prior written consent of the Purchasers;
(viii) the Common Stock shall have been listed for trading on Nasdaq, and the Company shall maintain the listing of the Common Stock on Nasdaq;
(ix) other than Permitted Liens, there shall be no Lien encumbering any property or assets of the Company or any Subsidiary; and
(x) the Purchasers shall complete and be satisfied with their review of all due diligence; and the Purchasers’ investment committee shall have approved the terms of this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtainedTransaction Documents.
(g) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries.
(h) All the Contracts set forth in Section 6.03(b) of the Disclosure Letter and all agreements (other than this Agreement) which relate to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing.
(i) Each Seller shall have delivered to Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Safe & Green Development Corp)
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate purchase and pay for the transactions contemplated by this Agreement shall be further Notes on the Closing Date is subject to the following conditions unless waived in accordance with Section 10.02conditions:
(a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except to the extent already qualified by materiality) on and as of the date of this Agreement and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company’s officers made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and correct in all material respects (except to the extent already qualified by materiality) on and as of the date made and on and as of the Closing Date; the Company shall have performed in all material respects each obligation covenants and covenant agreements and satisfied all conditions on its part to be performed by it pursuant to this Agreement on or satisfied hereunder at or prior to the Closing Date.
(b) The representations and warranties of Any consents or approvals required to be obtained from any lenders to the Company and the Sellers contained in this Agreement that are qualified as necessary to materiality shall be true and correct and the representations and warranties of the Company and the Sellers contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case (except to the extent such representations and warranties speak as of an earlier date) as though made as of and on the Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date of this Agreement (except to the extent that such representations and warranties speak as of an earlier date).
(c) Each Seller shall have delivered to the Purchaser one or more certificates representing, in the aggregate, 100% of the issued and outstanding Shares of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be continuing.
(e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying as to the accuracy of the representations and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for permit the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtainedobtained on or before the Closing Date; and each such consent or approval shall remain in full force and effect.
(c) The Purchaser shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, solely in his or her capacity as such, to the effect set forth in Section 4(a) hereof and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects (except to the extent already qualified by materiality) as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.
(d) The Purchaser shall have received on the Closing Date an opinion letter of counsel of the Company, dated the Closing Date, covering the matters set forth in Schedule I hereto, with customary qualifications, limitations and assumptions satisfactory to the Purchaser acting in good faith. Such opinion shall be rendered to the Purchaser at the request of the Company and shall so state therein.
(e) The Company shall have executed and delivered the Indenture, substantially in the form attached hereto as Exhibit A, and the Purchaser shall have received an executed copy thereof.
(f) The Notes shall be eligible for clearance and settlement through DTC.
(g) The Purchaser shall have received the resignations sale of the directors of Notes shall not be enjoined (temporarily or permanently) on the Company and its SubsidiariesClosing Date.
(h) All There shall not exist any action, suit, investigation, litigation or proceeding pending or (to the Contracts set forth in Section 6.03(b) knowledge of the Disclosure Letter and all agreements (other than this AgreementCompany) which relate threatened in or before any Governmental Entity or any order, injunction or decree of any Governmental Entity, on the Closing Date, that, either separately or in the aggregate, would reasonably be expected to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability to a Material Adverse Effect on the Company or Purchaser other than those liabilities fully satisfied prior to its Subsidiaries or affect the Closingissuance, sale or payment of the Notes.
(i) Each Seller Since the date of this Agreement, there shall not have delivered to Purchaser an opinion been any event, change, occurrence, development, condition or opinions state of counselcircumstances or facts that has had or would, substantially individually or in the form of Exhibit F heretoaggregate, reasonably be expected to have, a Material Adverse Effect.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be further Closing is subject to the satisfaction of the following conditions unless waived in accordance with Section 10.02as of immediately prior to the Closing:
(a) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to (i) the Closing Date.
(b) The representations and warranties set forth in Article IV and Article V of this Agreement other than the Company Fundamental Representations and the Sellers contained in this Agreement that are qualified Section 5.07(b) (without giving effect to any limitations as to materiality “materiality” or “Material Adverse Effect” set forth therein) shall be true and correct and the representations and warranties as of the Company and the Sellers contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case Closing as though made as of such time (except to the extent such representations and warranties speak as of an earlier date) as though made as of and on the Closing Date, except as otherwise contemplated by this Agreement; provided, that the in which case such representations and warranties made by shall be true and correct as of such earlier date), except to the extent that the failure of such representations and warranties to be true and correct has not had a Material Adverse Effect, (ii) each of the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 Fundamental Representations shall be made only true and correct in all respects as of the date of this Agreement Closing (except to the extent that such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)., except to the extent that the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis damages to the Purchaser Parties and (iii) Section 5.07(b) shall be true and correct in all respects as of the Closing;
(b) the Company and the Seller shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement prior to the Closing;
(c) Each the Company and the Seller shall have delivered to the Purchaser one or more certificates representing, in the aggregate, 100% of the issued and outstanding Shares of the Company, duly endorsed in blank for transfer or accompanied a certificate signed by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be continuing.
(e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer an officer of the Company certifying compliance with all covenants and obligations of or the Company and certifying Seller, as to the accuracy of the representations and warranties of the Company applicable, dated as of the Closing Date; an incumbency , certifying that the conditions specified in Sections 3.01(a) and signature certificate for officers of 3.01(b) have been satisfied;
(d) the Company; Seller shall have delivered, or be ready, willing and a certificate of compliance for able to deliver, all agreements instruments and documents required to be delivered by Seller or the Company from Bermuda.pursuant to Section 2.03; and
(fe) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtained.
(g) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries.
(h) All the Contracts set forth in Section 6.03(b) of the Disclosure Letter and all agreements (other than this Agreement) which relate to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing.
(i) Each Seller shall have delivered to the Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all unaudited income statement of the outstanding capital stock Company Group for the nine (9) months ended September 30, 2024 (the “Q3 2024 Financial Statements”) and the Q3 2024 Financial Statements shall evidence an asset level EBITDA of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreementno less than $41,000,000, which (assuming due execution by the Purchaser and the Escrow Agent) shall be calculated in full force accordance with the Accounting Principles and effectinclude only the specific line items set forth on Schedule 3.01(e).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Delek US Holdings, Inc.)
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be further first Closing is subject to the satisfaction on or before the First Closing Date of each of the following conditions unless conditions, any of which may be waived in accordance with Section 10.02writing by the Purchaser in its sole discretion:
(ai) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing Date.
(b) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company Company, AOI and the Sellers EDOC contained in this Agreement that are not so qualified shall be true and correct in all material respectsrespects (or, in each case (except to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the First Closing Date with the same force and effect as though such representations and warranties speak had been made on and as of an earlier date) as though made as of and on the such First Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date of this Agreement Date (except to the extent that where such representations and warranties speak as of expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).;
(cii) Each Seller shall have delivered to the Purchaser one or more certificates representingall obligations, in the aggregate, 100% of the issued covenants and outstanding Shares agreements of the Company, duly endorsed in blank for transfer AOI and EDOC required to be performed hereunder at or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable prior to the Purchaser and its counsel.First Closing Date shall have been performed;
(diii) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and delivered or caused to be continuing.delivered each of the items set forth in Section 2.2(a);
(eiv) The Purchaser there shall receive customary closing documents in form and substance reasonably satisfactory to ithave been no Company Material Adverse Effect, including, without limitation, a secretary's certificate certifying AOI Material Adverse Effect or EDOC Material Adverse Effect since the resolutions of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying as to the accuracy of the representations and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.date hereof;
(fv) The the Purchaser shall have received evidence a certificate of an officer of the Company, AOI and EDOC, dated as of the First Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii) and (iv) above;
(vi) no amendment or modification of the Business Combination Agreement shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Purchaser would reasonably expect to receive under the Transaction Documents;
(vii) the Business Combination Transactions shall have been consummated;
(viii) the Shareholder Approval shall have been obtained and deemed effective;
(ix) the Purchaser shall have received confirmation satisfactory to it that all consents approvals of Governmental Authorities and other approvals and filings required for the consummation of the transactions contemplated by herein have been obtained, and all waiting periods, if applicable, have expired;
(x) at any time following the execution of this Agreement, none of the Company, AOI, EDOC nor any of their respective subsidiaries shall have issued, or agreed to issue, any equity, equity linked or debt financing other than an Exempt Issuance or as specifically referenced herein without the prior written consent of the Purchaser;
(xi) the Company shall have entered into an equity line of credit facility with an affiliate of the Purchaser (the “Arena ELOC”);
(xii) the Ordinary Shares shall have been listed for trading on Nasdaq, and the Company shall maintain the listing of such Ordinary Shares on Nasdaq;
(xiii) other than Permitted Liens, there shall be no Lien encumbering any property or assets of the Company, AOI, EDOC or any Subsidiary or AOI Subsidiary;
(xiv) the Purchaser shall complete and be satisfied with its review of all due diligence; and
(xv) the Purchaser’s investment committee shall have approved the terms of this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtainedTransaction Documents.
(g) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries.
(h) All the Contracts set forth in Section 6.03(b) of the Disclosure Letter and all agreements (other than this Agreement) which relate to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing.
(i) Each Seller shall have delivered to Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Edoc Acquisition Corp.)
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser Purchasers to consummate the transactions contemplated by this Agreement shall be further third Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions unless conditions, any of which may be waived in accordance with Section 10.02writing by the Purchasers in their sole discretion:
(ai) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing Date.
(b) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company and the Sellers contained in this Agreement that are not so qualified shall be true and correct in all material respectsrespects (or, in each case (except to the extent any representation or warranty is qualified by materiality, a Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such representations and warranties speak had been made on and as of an earlier date) as though made as of and on the such Third Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date of this Agreement Date (except to the extent that where such representations and warranties speak as of expressly relate to an earlier date)., in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date);
(cii) Each Seller all obligations, covenants and agreements of the Company required to be performed hereunder at or prior to the Third Closing Date shall have been performed;
(iii) the Company shall have delivered or caused to be delivered each of the Purchaser one or more certificates representing, items set forth in Section 2.4(a);
(iv) there shall have been no Material Adverse Effect since the date hereof;
(v) no Event of Default (as such term is defined in the aggregate, 100% Debentures) shall have occurred or be continuing;
(vi) the Purchasers shall have received a certificate of the issued and outstanding Shares an officer of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be continuing.
(e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions dated as of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying Third Closing Date, certifying, as to the accuracy fulfillment of the representations and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtained.
(g) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries.
(h) All the Contracts conditions set forth in Section 6.03(bsubparagraphs (i), (ii), (iii), (iv), and (v) of above; and
(vii) from the Disclosure Letter and all agreements (other than this Agreement) which relate date hereof to the voting or disposition of SharesThird Closing Date, including trading in the Shareholders' Agreement, Common Stock shall not have been terminated without suspended by the Commission or the Company’s principal Trading Market and, at any liability to the Company or Purchaser other than those liabilities fully satisfied time prior to the Closing.
(i) Each Seller Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have delivered to Purchaser an opinion been suspended or opinions limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of counselhostilities or other national or international calamity of such magnitude in its effect on, substantially or any material adverse change in, any financial market which, in each case, in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all reasonable judgment of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject Purchasers, makes it impracticable or inadvisable to conditions similar in all material respects to purchase the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of Securities at the Disclosure LetterThird Closing Date.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Safe & Green Development Corp)
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be further Closing is subject to the satisfaction of the following conditions unless waived in accordance with Section 10.02immediately prior to the Closing:
(a) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to (i) the Closing Date.
(b) The representations and warranties of set forth in Article IV and Article V (other than the Company and the Sellers contained in this Agreement that are qualified as to materiality Fundamental Representations) shall be true and correct in all respects (without giving effect to any limitation or qualification as to materiality (including the word “material” or “Material Adverse Change” set forth therein)) as of the Closing Date as if made on the Closing Date, except (A) to the extent that the failure of such representations and warranties to be true and correct does not, individually or in the aggregate, constitute a Material Adverse Change, and (B) for those representations and warranties which expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all respects (without giving effect to any limitation or qualification as to materiality (including the word “material” or “Material Adverse Change” set forth therein)) as of such earlier date except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date did not, individually or in the aggregate, constitute a Material Adverse Change; (ii) the Fundamental Representations (other than the representations and warranties of the Company and the Sellers contained set forth in this Agreement that are not so qualified Section 5.04) shall be true and correct in all material respectsrespects as of the Closing Date, in each case as though made on and as of such date (except to the extent expressly made as of a specific date, in which case such representations and warranties speak shall have been true and correct in all material respects as of an earlier such specific date), and (iii) as though made as of and on the Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by set forth in Section 5.04 shall be true and correct in all but de minimis respects as of the Company Closing Date;
(b) the Company, the Seller Representative and the Sellers as to Enterprise or any of its Subsidiaries shall have performed in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as all material respects all of the date of covenants and agreements required to be performed by them under this Agreement (except prior to the extent that such representations and warranties speak as of an earlier date).Closing;
(c) Each Seller the Company shall have delivered to the Purchaser one or more certificates representing, in the aggregate, 100% of the issued and outstanding Shares of the Company, duly endorsed in blank for transfer or accompanied a certificate signed by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be continuing.
(e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer an officer of the Company certifying compliance with all covenants and obligations in the form of the Company and certifying as to the accuracy of the representations and warranties of the Company Exhibit E, dated as of the Closing Date; an incumbency , certifying that the conditions specified in Sections 3.01(a) and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.3.01(b) have been satisfied;
(fd) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for the consummation of the transactions contemplated by this Escrow Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtained.
(g) The Purchaser shall have received executed by the resignations of Escrow Agent and the directors of the Company Seller Representative and its Subsidiaries.
(h) All the Contracts set forth in Section 6.03(b) of the Disclosure Letter and all agreements (other than this Agreement) which relate to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability delivered to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing.Purchaser; and
(ie) Each Seller there shall not have delivered to Purchaser an opinion or opinions of counsel, substantially in occurred a Material Adverse Change since the form of Exhibit F heretodate hereof.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Sources: Stock Purchase Agreement (Whole Earth Brands, Inc.)
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser Purchasers to consummate the transactions contemplated by this Agreement shall be further second Closing is subject to the satisfaction on or before the Second Closing Date of each of the following conditions unless conditions, any of which may be waived in accordance with Section 10.02writing by the Purchasers in their sole discretion:
(ai) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing Date.
(b) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company and the Sellers Company, contained in this Agreement that are not so qualified shall be true and correct in all material respectsrespects (or, in each case (except to the extent any representation or warranty is qualified by materiality, a Material Adverse, in all respects) in each case, both when made and on the Second Closing Date with the same force and effect as though such representations and warranties speak had been made on and as of an earlier date) as though made as of and on the such Second Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date of this Agreement Date (except to the extent that where such representations and warranties speak as of expressly relate to an earlier date)., in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date);
(cii) Each Seller all obligations, covenants and agreements of the Company required to be performed hereunder at or prior to the Second Closing Date shall have been performed;
(iii) the Company shall have delivered or caused to be delivered each of the Purchaser one or more certificates representing, items set forth in Section 2.3(a);
(iv) there shall have been no Material Adverse Effect since the date hereof;
(v) no Event of Default (as such term is defined in the aggregate, 100% Debentures) shall have occurred or be continuing;
(vi) the Purchasers shall have received a certificate of the issued and outstanding Shares an officer of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be continuing.
(e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions dated as of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying Second Closing Date, certifying, as to the accuracy fulfillment of the representations and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtained.
(g) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries.
(h) All the Contracts conditions set forth in Section 6.03(bsubparagraphs (i), (ii), (iii), (iv), and (v) of above; and
(vii) from the Disclosure Letter and all agreements (other than this Agreement) which relate date hereof to the voting or disposition of SharesSecond Closing Date, including trading in the Shareholders' Agreement, Common Stock shall not have been terminated without suspended by the Commission or the Company’s principal Trading Market and, at any liability to the Company or Purchaser other than those liabilities fully satisfied time prior to the Closing.
(i) Each Seller Second Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have delivered to Purchaser an opinion been suspended or opinions limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of counselhostilities or other national or international calamity of such magnitude in its effect on, substantially or any material adverse change in, any financial market which, in each case, in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all reasonable judgment of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject Purchasers, makes it impracticable or inadvisable to conditions similar in all material respects to purchase the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of Securities at the Disclosure LetterSecond Closing Date.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Safe & Green Development Corp)
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be further Closing is subject to the satisfaction of the following conditions unless waived in accordance with Section 10.02immediately prior to the Closing:
(a) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing Date.
(b) The representations and warranties set forth in Article IV and Article V of the Company and the Sellers contained in this Agreement that are qualified as to materiality (other than the Fundamental Representations) shall be true and correct (without giving effect to any limitation or qualification that includes the word “material” or “Material Adverse Change” set forth therein (other than in Section 5.07(a)) as though made on and as of the Closing Date, except (i) to the extent that the failure of such representations and warranties to be true and correct does not constitute a Material Adverse Change, and (ii) for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct (without giving effect to any limitation or qualification that includes the word “material” or “Material Adverse Change” set forth therein) as of such earlier date except to the Company extent that the failure of such representations and warranties to have been true and correct as of such earlier date did not constitute a Material Adverse Change);
(b) (i) the Sellers contained in this Agreement that are not so qualified Fundamental Representations (other than Section 5.04) shall be true and correct in all material respects, in each case respects (except without giving effect to any limitation or qualification that includes the extent such representations and warranties speak as of an earlier dateword “material” or “Material Adverse Change” set forth therein) as though made on and as of and on the Closing Date as of the Closing Date, except for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects as otherwise contemplated by this Agreement; providedof such earlier date), that and (ii) the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries set forth in Sections 3.01, 3.05, 3.10 and 3.14 Section 5.04 shall be made only true and correct in all respects as of the Closing Date, except for those representations and warranties which expressly relate to an earlier date of this Agreement (except to the extent that in which case such representations and warranties speak shall have been true and correct as of an such earlier date)., other than, with respect to the representations and warranties set forth in Section 5.04, inaccuracies that individually or in the aggregate are of a de minimis nature;
(c) Each the Seller and the Company shall have performed and complied in all material respects with all of the covenants or agreements required to be performed or complied with by them under this Agreement on or prior to the Closing;
(d) the Company shall have delivered to the Purchaser one or more certificates representing, each of the following:
(i) a certificate signed by an officer of the Company in the aggregateform of Exhibit C, 100% dated as of the issued Closing Date, certifying that the conditions specified in Sections 3.01(a), 3.01(b) and outstanding Shares Section 3.01(c) have been satisfied;
(ii) all of the Companydocuments required to effectuate the Pre-Closing Restructuring, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be continuing.
(e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, the Purchaser;
(iii) a secretary's certificate certifying of good standing with respect to the resolutions Company issued by the Secretary of State of the Board State of Directors Delaware, and certifying the memorandum of association and bye-laws also with respect to each of the Company; a Certificate Subsidiaries issued by the Secretary of the Chief Executive Officer State of the Company certifying compliance with all covenants and obligations of the Company and certifying as to the accuracy of the representations and warranties of the Company such State in which it is incorporated, each as of a date not more than fifteen (15) days prior to the Closing Date; an incumbency and signature certificate for officers and
(iv) written resignation of each of the Company; managers, directors and a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtained.
(g) The Purchaser shall have received the resignations of the directors officers of the Company and its Subsidiaries.Subsidiaries set forth (and in the capacity only as set forth) on Schedule 3.01(d)(iv);
(e) the Escrow Agreement shall have been executed by the Escrow Agent and the Seller and shall have been delivered to the Purchaser;
(f) the Put/Call Agreement shall have been executed by the Seller and shall have been delivered to the Purchaser;
(g) the Temporary Services Agreements shall have been executed by TP New Mexico and delivered to the Purchaser; and
(h) All the Contracts set forth in Section 6.03(b) of the Disclosure Letter and all agreements (other than this Agreement) which relate to the voting or disposition of Shares, including the Shareholders' Agreement, no Material Adverse Change shall have been terminated without any liability to occurred since the Company or Purchaser other than those liabilities fully satisfied prior to the Closingdate hereof and be continuing.
(i) Each Seller shall have delivered to Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The Purchaser’s obligation to purchase the Firm E-1 Shares and Firm E-2 Shares shall be 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 to consummate at any time in its sole discretion:
(i) receipt by the Company of Shareholder Approval;
(ii) receipt of certificates representing the Firm E-1 Shares and Firm E-2 Shares;
(iii) receipt of a filed copy of each of the Certificates of Designations;
(iv) receipt of evidence that the Rights Agreement (as defined in Section 10(e)) has been waived in connection with the transactions contemplated by this Agreement shall be further subject to (including the following conditions unless waived in accordance with Section 10.02:issuance of Preferred Stock (and the Underlying Shares issuable upon conversion thereof) upon the exercise of the Options);
(av) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing Date.
(b) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company and the Sellers contained in this Agreement that are not so qualified shall be true true, correct and correct in all material respects, in each case (except to the extent such representations and warranties speak as of an earlier date) as though made as of and on the Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only complete as of the date of this Agreement and the Closing Date (except to the extent that such for representations and warranties that speak as of an earlier a specific date).
(c, which shall be true, correct and complete as of such date) Each Seller shall have delivered to the Purchaser one or more certificates representing, in the aggregate, 100% of the issued and outstanding Shares of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31performed, 1997 satisfied and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be continuing.performed, satisfied or complied with by the Company at or prior to the Closing and receipt of a certificate, dated the Closing Date, executed by the principal executive officer and principal accounting officer of the Company certifying as to such;
(evi) The since the date of the most recent financial statements set forth in the Company’s SEC Documents (as defined in Section 7(h)), there shall have been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (“Material Adverse Effect”) and receipt of a certificate, dated the Closing Date, executed by the principal executive officer and principal accounting officer of the Company certifying as to such;
(vii) receipt by the Purchaser shall receive customary closing documents of a legal opinion, dated the Closing Date, from counsel to the Company, in form and substance reasonably satisfactory acceptable to itthe Purchaser’s counsel;
(viii) no temporary restraining order, includingpreliminary or permanent injunction or other order or decree, without limitation, a secretary's certificate certifying and no other legal restraint or prohibition shall exist which questions the resolutions validity of any of the Board of Directors and certifying Transaction Documents or the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer right of the Company certifying compliance with all covenants and obligations or the Purchaser, as the case may be, to enter into any Transaction Document to which any of the Company and certifying as to the accuracy of the representations and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and them is a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for party or prevents or arguably prevents the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter Agreement, nor shall any proceeding have been obtained.
(g) The Purchaser shall have received commenced or threatened with respect to the resignations foregoing and receipt of a certificate, dated the directors Closing Date, executed by the principal executive officer and principal accounting officer of the Company and its Subsidiaries.certifying to their knowledge as to such; and
(hix) All the Contracts set forth in Section 6.03(b) receipt of the Disclosure Letter and all agreements (other than this Agreement) which relate to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing.
(i) Each Seller shall have delivered to Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution duly executed by the Purchaser Company and the Escrow Agent;
(x) from the date hereof to the First Closing Date, trading in the Common Stock shall not have been suspended by the SEC or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the First Closing), and, at any time prior to the First Closing Date, trading in full force securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Preferred Stock at the First Closing; and
(xi) receipt of such other information, certificates and effectdocuments as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Securities Purchase Agreement (GTC Biotherapeutics Inc)
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be further is subject to the satisfaction of the following conditions unless waived in accordance with Section 10.02on or before the Closing Date:
(a) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing Date.
(b) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of made by each Company, the Company Shareholders, the New Operator and the Sellers contained New Operator Parent in this Agreement that are not so qualified (other than those made as of a specified date earlier than the Closing Date) shall be true and correct in all material respects, in each case (except to the extent such representations respects on and warranties speak as of an earlier date) as though made as of and on the Closing Date, except and any representation or warranty made as otherwise contemplated by this Agreement; providedof a specified date earlier than the Closing Date shall have been true and correct in all material respects on and as of such earlier date;
(b) each of the Shareholders, that the representations Companies, the New Operator and warranties made the New Operator Parent shall have performed and complied with, in all material respects, each agreement and covenant required by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date provisions of this Agreement (except to be performed or complied with by them or it at or before the extent that such representations and warranties speak as of an earlier date).Closing;
(c) Each Seller there shall have delivered been (i) no change in the operations, financial condition, operating results, business prospects or Assets of the Business since the date of the Company Latest Balance Sheet, except as required by the provisions of this Agreement, and (ii) no casualty loss or damage to the Purchaser one Assets of any Company, whether or more certificates representingnot covered by insurance, which, in the aggregate, 100% of the issued and outstanding Shares of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no either case would have a Material Adverse Effect on the Business;
(d) all necessary certificates and other approvals necessary to enable the Purchaser to acquire the Company Shares shall have occurred since December 31, 1997 and be continuing.been delivered to the Purchaser;
(e) The Purchaser shall receive all Required Consents, Licenses, and all other consents by third Persons or such customary closing documents in form assurances (which may be verbal) that such consents, Licenses and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying as to the accuracy of the representations and warranties of the Company as of approvals will be received after the Closing Date; an incumbency and signature certificate for officers Date in the Ordinary Course of the Company; and a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it Business that all consents and approvals and filings are required for the consummation of the transactions contemplated by this Agreement and all consents hereby or that are required by to prevent a breach of, or a default under or a termination or modification of, any Contract (except for those Contracts listed in Section 7.03(ffor which the failure to obtain a consent would not have a Material Adverse Effect on the Business) or License to which any Company is a party or to which any of the Disclosure Letter Assets of any Company is subject, and releases of all Liens on or with respect to the Assets of any Company (other than Permitted Liens) shall have been obtained.obtained on terms and conditions satisfactory to the Purchaser in its sole discretion;
(f) no action or proceeding before any Governmental Agency shall be pending or threatened which, in the judgment of the Purchaser, made in good faith and upon the reasonable advice of counsel, makes it inadvisable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or affect the value or use of the Company Shares, the Assets of any Company or the Business;
(g) The Purchaser prior to the Closing Date, the Shareholders shall have received provided to the resignations Purchaser, at Shareholders’ own expense, customary UCC search reports (“UCC Searches”) of the directors of each Company and each Shareholder disclosing no Liens against the Company and its Subsidiaries.Shares or the Assets of each Company, other than the Permitted Liens against such Assets;
(h) All the Contracts set forth in Section 6.03(b) of the Disclosure Letter all certificates, opinions, instruments and all agreements (other than this Agreement) which relate documents required to be delivered to the voting Purchaser pursuant to Section 2.06(b) or disposition of Shares, including the Shareholders' Agreement, 2.06(d) shall have been terminated without any liability be reasonably satisfactory in form and substance to the Company or Purchaser other than those liabilities fully satisfied prior and its counsel, executed by the applicable Parties and delivered to the Closing.Purchaser on the Closing Date; and
(i) Each Seller shall have delivered to the Purchaser an opinion or opinions of counselis satisfied, substantially in its sole discretion, with the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all contents of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject disclosure Schedules relating to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow this Agreement, which (assuming due execution other than Schedules 5.04 and 7.06(g). Any conditions specified in this Section 8.01 may be waived by the Purchaser and the Escrow Agent) Purchaser; provided that no such waiver shall be effective unless it is set forth in full force and effecta writing executed by the Purchaser.
Appears in 1 contract
Sources: Stock Purchase Agreement (Omega Healthcare Investors Inc)
Conditions to the Purchasers’ Obligation. The Purchaser’s obligation of to purchase the Purchaser to consummate the transactions contemplated by this Agreement Option Shares shall be further subject to the satisfaction, at or before the Option Closing Date, of each of the following conditions, provided that these conditions unless are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in accordance with Section 10.02its sole discretion:
(ai) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to receipt of certificates representing the Closing Date.Option Shares;
(bii) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company and the Sellers contained in this Agreement that are not so qualified shall be true true, correct and correct in all material respects, in each case (except to the extent such representations and warranties speak as of an earlier date) as though made as of and on the Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only complete as of the date of this Agreement and the Option Closing Date (except to the extent that such for representations and warranties that speak as of an earlier a specific date)., which shall be true, correct and complete as of such date) and the Company shall have performed, satisfied and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Option Closing and receipt of a certificate, dated the Option Closing Date, executed by the principal executive officer and principal accounting officer of the Company certifying as to such;
(ciii) Each Seller since the date of the most recent financial statements set forth in the Company’s SEC Documents, there shall have delivered to the Purchaser one or more certificates representing, in the aggregate, 100% of the issued and outstanding Shares of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), been no Material Adverse Effect on and receipt of a certificate, dated the Option Closing Date, executed by the principal executive officer and principal accounting officer of the Company shall have occurred since December 31, 1997 and be continuing.certifying as to such;
(eiv) The receipt by the Purchaser shall receive customary closing documents of a legal opinion, dated the Option Closing Date, from counsel to the Company, in form and substance reasonably satisfactory acceptable to itthe Purchaser’s counsel;
(v) no temporary restraining order, includingpreliminary or permanent injunction or other order or decree, without limitation, a secretary's certificate certifying and no other legal restraint or prohibition shall exist which questions the resolutions validity of any of the Board of Directors and certifying Transaction Documents or the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer right of the Company certifying compliance with all covenants and obligations or the Purchaser, as the case may be, to enter into any Transaction Document to which any of the Company and certifying as to the accuracy of the representations and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and them is a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for party or prevents or arguably prevents the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter Agreement, nor shall any proceeding have been obtained.
(g) The Purchaser shall have received commenced or threatened with respect to the resignations foregoing and receipt of a certificate, dated the directors Option Closing Date, executed by the principal executive officer and principal accounting officer of the Company and its Subsidiaries.certifying to their knowledge as to such;
(hvi) All from the Contracts set forth in Section 6.03(blater of (A) of the Disclosure Letter and all agreements First Closing Date or (other than this AgreementB) which relate the last preceding Option Closing Date, to the voting or disposition of SharesOption Closing Date, including trading in the Shareholders' Agreement, Common Stock shall not have been suspended by the SEC or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Option Closing.), and, at any time from the later of (A) the First Closing Date or (B) the last preceding Option Closing Date, and prior to the Option Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Preferred Stock at the Option Closing; and
(ivii) Each Seller shall have delivered to Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions receipt of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendmentother information, each of the Sellers shall have executed certificates and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by documents as the Purchaser and the Escrow Agent) shall be in full force and effectmay reasonably request.
Appears in 1 contract
Sources: Securities Purchase Agreement (GTC Biotherapeutics Inc)
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be further Closing is subject to the satisfaction of the following conditions unless waived in accordance with Section 10.02immediately prior to the Closing:
(a) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to (i) the Closing Date.
(b) The representations and warranties set forth in Article IV and Article V of the Company and the Sellers contained in this Agreement that are qualified as to materiality (other than the Fundamental Representations) shall be true and correct (without giving effect to any limitation or qualification that includes the word "material," "materiality" or "Material Adverse Change" set forth therein) as of the Closing Date, except (A) to the extent that the failure of such representations and warranties to be true and correct does not constitute a Material Adverse Change, and (B) for those representations and warranties which expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct (without giving effect to any limitation or qualification that includes the word "material," "materiality" or "Material Adverse Change" set forth therein) as of such earlier date except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date did not constitute a Material Adverse Change; (ii) the Fundamental Representations (other than the representations and warranties of the Company and the Sellers contained set forth in this Agreement that are not so qualified Section 5.04(a) through (d)) shall be true and correct in all material respects, in each case (except to the extent such representations and warranties speak respects as of an earlier date) as though made as of and on the Closing Date, except for those representations and warranties which expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as otherwise contemplated by this Agreementof such earlier date; provided, that (iii) the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries set forth in Sections 3.01, 3.05, 3.10 and 3.14 Section 5.04(a) through (d) shall be made only true and correct in all respects, except for de minimis inaccuracies, as of the date of this Agreement (Closing Date, except for those representations and warranties which expressly relate to the extent that an earlier date, in which case such representations and warranties speak shall have been true and correct in all respects, except for de minimis inaccuracies, as of an such earlier date).; (iv) there shall not have occurred a Material Adverse Change since the date hereof;
(b) the Company, the Representative and the Sellers shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement prior to the Closing; and
(c) Each Seller the Company shall have delivered to the Purchaser one or more certificates representing, in the aggregate, 100% of the issued and outstanding Shares of the Company, duly endorsed in blank for transfer or accompanied a certificate signed by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be continuing.
(e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer an officer of the Company certifying compliance with all covenants and obligations in the form of the Company and certifying as to the accuracy of the representations and warranties of the Company Exhibit F, dated as of the Closing Date; an incumbency , certifying that the conditions specified in Sections 3.01(a) and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.
(f3.01(b) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtainedsatisfied.
(g) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries.
(h) All the Contracts set forth in Section 6.03(b) of the Disclosure Letter and all agreements (other than this Agreement) which relate to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing.
(i) Each Seller shall have delivered to Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be further Closing is subject to the satisfaction of the following conditions unless waived in accordance with Section 10.02immediately prior to the Closing:
(a) The the representations and warranties set forth in Article IV and Article V (other than the Fundamental Representations) shall be true and correct as of the Closing Date as if made on the Closing Date, except (i) to the extent that the failure of such representations and warranties to be true and correct (without giving effect to any limitation or qualification as to materiality (including the word "material" or "Material Adverse Change" set forth therein)) does not constitute a Material Adverse Change, and (ii) for those representations and warranties which are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date (without giving effect to any limitation or qualification as to materiality (including the word "material" or "Material Adverse Change" set forth therein)) did not constitute a Material Adverse Change;
(b) the Fundamental Representations shall be true and correct in all respects, except for de minimis inaccuracies, as of the Closing Date as if made on the Closing Date, except for those Fundamental Representations which expressly relate to an earlier date (in which case such Fundamental Representations shall have been true and correct in all respects, except for de minimis inaccuracies, as of such earlier date);
(c) the Seller and the Company shall have performed in all material respects each obligation all of the covenants and covenant agreements required to be performed by it pursuant to them under this Agreement on or prior to the Closing Date.Closing;
(bd) The representations and warranties the Company shall have delivered to the Purchaser a certificate signed by an officer of the Company and in the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties form of the Company and the Sellers contained in this Agreement that are not so qualified shall be true and correct in all material respectsExhibit C, in each case (except to the extent such representations and warranties speak dated as of an earlier date) as though made as of and on the Closing Date, except as otherwise contemplated by this Agreement; provided, certifying that the representations conditions specified in Sections 3.01(a), 3.01(b), and warranties made 3.01(c) have been satisfied;
(e) the Escrow Agreement shall have been executed by the Company Escrow Agent and the Sellers as Seller and shall have been delivered to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 the Purchaser;
(f) there shall be made only as of not have occurred a Material Adverse Change since the date of this Agreement (except to the extent that such representations and warranties speak as of an earlier date).hereof;
(cg) Each the Seller shall have delivered to the Purchaser one or more certificates representinga payoff letter duly executed by each holder of Payoff Indebtedness, each in customary form and substance, in which the aggregate, 100% payee shall agree that upon payment of the issued and amount specified in such payoff letter: (i) all outstanding Shares of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be continuing.
(e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying as its Subsidiaries arising under or related to the accuracy of applicable Payoff Indebtedness shall be repaid, discharged and extinguished in full; (ii) all Liens in connection therewith shall be released; and (iii) the representations payee shall take all actions reasonably requested by the Purchaser to evidence and warranties record such discharge and release as promptly as practicable; (each such payoff letter, a "Debt Payoff Letter");
(h) the Company shall have delivered to the Purchaser evidence that the Management Agreement and the other contracts and agreements set forth on the Affiliated Transactions Schedule have been terminated in full with no further obligations or liabilities of the Company as or any of the Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.its Subsidiaries;
(fi) The Purchaser shall have received evidence satisfactory to it that all consents and the approvals and filings waiting periods that are required for the consummation of the transactions contemplated by this Agreement hereby and all consents required by Contracts listed in Section 7.03(f) of set forth on the Disclosure Letter Governmental Consents Condition Schedule shall have been obtained.received and remain in effect (in the case of approvals) or expired, been waived or been terminated, as applicable;
(gj) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries.
(h) All the Contracts set forth in Section 6.03(b) of the Disclosure Letter and all agreements (other than this Agreement) which relate to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing.
(i) Each Seller shall have delivered to the Purchaser an opinion or opinions of counsela certificate, substantially in the form of Exhibit F hereto.
E, pursuant to Treasury Regulations section 1.1445-2(c)(3) stating that the Company is not nor has it been a U.S. real property holding corporation (jas defined in section 897(c)(2) The Spin-Off shall have been consummated.of the Code) during the applicable period specified in section 897(c) of the Code; and
(k) The the Company shall have acquired taken all of necessary steps to cause the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject certificates representing the Shares to conditions similar in all material respects be delivered to the terms and conditions of such acquisition disclosed to Purchaser promptly following the Closing on the Closing Date, accompanied by duly executed stock powers duly endorsed in Section 6.01(e) of the Disclosure Letterblank in proper form for transfer.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be further second Closing is subject to the satisfaction on or before the Second Closing Date of each of the following conditions unless conditions, any of which may be waived in accordance with Section 10.02writing by the Purchaser in its sole discretion:
(ai) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing Date.
(b) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company Company, AOI and the Sellers EDOC contained in this Agreement that are not so qualified shall be true and correct in all material respectsrespects (or, in each case (except to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Second Closing Date with the same force and effect as though such representations and warranties speak had been made on and as of an earlier date) as though made as of and on the such Second Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date of this Agreement Date (except to the extent that where such representations and warranties speak as of expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).;
(cii) Each Seller shall have delivered to the Purchaser one or more certificates representingall obligations, in the aggregate, 100% of the issued covenants and outstanding Shares agreements of the Company, duly endorsed in blank for transfer AOI and EDOC required to be performed hereunder at or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable prior to the Purchaser and its counsel.Second Closing Date shall have been performed;
(diii) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.3(a);
(iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof;
(v) no Event of Default (as such term is defined in the Debentures) shall have occurred since December 31, 1997 and or be continuing.;
(evi) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying as to the accuracy of the representations and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for the consummation a certificate of an officer of the transactions contemplated by this Agreement Company, AOI and all consents required by Contracts listed in Section 7.03(f) EDOC, dated as of the Disclosure Letter shall have been obtained.
(g) The Purchaser shall have received Second Closing Date, certifying, as to the resignations fulfillment of the directors of the Company and its Subsidiaries.
(h) All the Contracts conditions set forth in Section 6.03(bsubparagraphs (i), (ii), (iii), (iv), and (v) of above; and
(vii) from the Disclosure Letter and all agreements (other than this Agreement) which relate date hereof to the voting or disposition of SharesSecond Closing Date, including trading in the Shareholders' Agreement, Ordinary Shares shall not have been terminated without suspended by the Commission or the Company’s principal Trading Market and, at any liability to the Company or Purchaser other than those liabilities fully satisfied time prior to the Closing.
(i) Each Seller Second Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have delivered to Purchaser an opinion been suspended or opinions limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of counselhostilities or other national or international calamity of such magnitude in its effect on, substantially or any material adverse change in, any financial market which, in each case, in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all reasonable judgment of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject Purchaser, makes it impracticable or inadvisable to conditions similar in all material respects to purchase the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of Securities at the Disclosure LetterSecond Closing Date.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Edoc Acquisition Corp.)
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser Purchasers to consummate the transactions contemplated by this Agreement shall be further fourth Closing is subject to the satisfaction on or before the Fourth Closing Date of each of the following conditions unless conditions, any of which may be waived in accordance with Section 10.02writing by the Purchasers in their sole discretion:
(ai) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing Date.
(b) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company and the Sellers contained in this Agreement that are not so qualified shall be true and correct in all material respectsrespects (or, in each case (except to the extent any representation or warranty is qualified by materiality, a Material Adverse Effect, in all respects) in each case, both when made and on the Fourth Closing Date with the same force and effect as though such representations and warranties speak had been made on and as of an earlier date) as though made as of and on the such Fourth Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date of this Agreement Date (except to the extent that where such representations and warranties speak as of expressly relate to an earlier date)., in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date);
(cii) Each Seller all obligations, covenants and agreements of the Company required to be performed hereunder at or prior to the Fourth Closing Date shall have been performed;
(iii) the Company shall have delivered or caused to be delivered each of the Purchaser one or more certificates representing, items set forth in Section 2.5(a);
(iv) there shall have been no Material Adverse Effect since the date hereof;
(v) no Event of Default (as such term is defined in the aggregate, 100% Debentures) shall have occurred or be continuing;
(vi) the Purchasers shall have received a certificate of the issued and outstanding Shares an officer of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be continuing.
(e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions dated as of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying Fourth Closing Date, certifying, as to the accuracy fulfillment of the representations and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtained.
(g) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries.
(h) All the Contracts conditions set forth in Section 6.03(bsubparagraphs (i), (ii), (iii), (iv), and (v) of above; and
(vii) from the Disclosure Letter and all agreements (other than this Agreement) which relate date hereof to the voting or disposition of SharesFourth Closing Date, including trading in the Shareholders' Agreement, Common Stock shall not have been terminated without suspended by the Commission or the Company’s principal Trading Market and, at any liability to the Company or Purchaser other than those liabilities fully satisfied time prior to the Closing.
(i) Each Seller Fourth Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have delivered to Purchaser an opinion been suspended or opinions limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of counselhostilities or other national or international calamity of such magnitude in its effect on, substantially or any material adverse change in, any financial market which, in each case, in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all reasonable judgment of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject Purchasers, makes it impracticable or inadvisable to conditions similar in all material respects to purchase the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of Securities at the Disclosure LetterFourth Closing Date.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Safe & Green Development Corp)
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be further Closing is subject to the satisfaction of the following conditions unless waived in accordance with Section 10.02immediately prior to the Closing:
(a) The each of the representations and warranties set forth in Article IV and Article V of this Agreement (without giving effect to any “Material Adverse Change” or similar materiality qualification therein), other than the Fundamental Bring-Down Representations, shall be true and correct as of the Closing Date, except (i) to the extent that the failure of such representations and warranties to be true and correct does not constitute a Material Adverse Change, (ii) for changes contemplated by this Agreement and (iii) for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct as of such earlier date except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date did not constitute a Material Adverse Change);
(b) the Fundamental Bring-Down Representations shall be true and correct in all respects as of the Closing Date except for any de minimis inaccuracies, except (i) for changes contemplated by this Agreement and (ii) for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all respects as of such earlier date except for any de minimis inaccuracies);
(c) the Company and the Seller shall have performed in all material respects each obligation all of the covenants and covenant agreements required to be performed by it pursuant to them under this Agreement on at or prior to the Closing Date.Closing;
(bd) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company and the Sellers contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case (except to the extent such representations and warranties speak as of an earlier date) as though made as of and on the Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date of this Agreement (except to the extent that such representations and warranties speak as of an earlier date).
(c) Each Seller shall have delivered to the Purchaser one or more certificates representing, in the aggregate, 100% each of the issued and outstanding Shares following:
(i) a certificate signed by an officer of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powersthe form of Exhibit D-1, signatures guaranteeddated as of the Closing Date, free certifying that the conditions specified in Sections 3.01(a), 3.01(b) and clear of all Liens3.01(c), in form reasonably acceptable each case with respect to the Purchaser and its counsel.Company, have been satisfied;
(dii) Subject to Section 2.06(ba certificate signed by an officer of the Seller, in the form of Exhibit D-2, dated as of the Closing Date, certifying that the conditions specified in Sections 3.01(a), no Material Adverse Effect on 3.01(b) and 3.01(c), in each case with respect to the Seller, have been satisfied; and
(iii) the Company shall have occurred since December 31delivered an affidavit in the form of Exhibit E stating that it is not and has not been a United States real property holding corporation, 1997 and be continuingin the form and substance required under Treasury Regulation §1.897‑2(h), together with evidence reasonably satisfactory to the Purchaser that it has provided notice to the United States Internal Revenue Service in accordance with the provisions of Treasury Regulation §1.897‑2(h)(2).
(e) The Purchaser the Escrow Agreement shall receive customary closing documents in form have been executed by the Escrow Agent and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions of the Board of Directors Seller and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying as shall have been delivered to the accuracy of the representations and warranties of the Company as of the Closing DatePurchaser; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.and
(f) The Purchaser there shall not have received evidence satisfactory to it that all consents and approvals and filings required for occurred a Material Adverse Change since the consummation date of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtained.
(g) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries.
(h) All the Contracts set forth in Section 6.03(b) of the Disclosure Letter and all agreements (other than this Agreement) which relate to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing.
(i) Each Seller shall have delivered to Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject to conditions similar in all material respects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The Purchaser’s obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be further subject to the following conditions unless waived in accordance with Section 10.02:
(a) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to in connection with the Closing Date.is subject to satisfaction of the following conditions (it being understood that each such condition is solely for the benefit of the Purchaser and may be waived in writing by the Purchaser, without notice, liability or obligation of any Person):
(ba) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company and the Sellers contained set forth in this Agreement that are not so qualified Article III above shall be true and correct in all material respects, in each case (except to the extent such representations respects at and warranties speak as of an earlier date) as though made the Agreement Date and as of and on the Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date of this Agreement (except to the extent that such representations and warranties speak are qualified by a standard of materiality, in which case such representations and warranties shall be true and correct in all respects giving effect to such standard at and as of an earlier the Agreement Date and as of the Closing Date (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty must have been true and correct in all material respects as of such date).;
(b) each of the Sellers shall have performed and complied with all of its covenants hereunder and in the Ancillary Agreements in all material respects required to be performed on or prior to the Closing;
(c) Each Seller AMI, on behalf of itself and Grass, shall have delivered to the Purchaser one or more certificates representing, in a certificate to the aggregate, 100% effect that each of the issued conditions specified above in Sections 6.2(a) and outstanding Shares of the Company, duly endorsed (b) is satisfied in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.respects;
(d) Subject to the Business Net Working Capital shall not be less than $2,000,000 and AMI shall have delivered the Business Net Working Capital Certificate so reporting Business Net Working Capital not less than such amount;
(e) the Purchaser shall have received each of the closing deliveries of the Sellers set forth in Section 2.06(b)2.5, no executed on behalf of AMI by a duly authorized officer of AMI;
(f) there shall not have occurred after the Agreement Date a Material Adverse Effect on the Company Business or the Acquired Assets;
(g) at least 2/3 of the Specified Employees listed on Schedule 1.1(c) hereto shall have occurred since December 31, 1997 accepted the Purchaser’s offers of employment in a writing signed by them and be continuing.shall have entered into employment agreements with the Purchaser; and
(eh) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying as to the accuracy of the representations and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtained.
(g) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries.
(h) All the Contracts set forth in Section 6.03(b) of the Disclosure Letter and all agreements (other than this Agreement) which relate to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing.
(i) Each Seller shall have delivered to Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ under terms & ▇▇▇▇▇▇, counsel to the Sellers, that the execution, delivery and subject performance by the Sellers of this Agreement and the Ancillary Agreements, and the sale of the Acquired Assets to conditions similar in the Purchaser and consummation of all material respects to the transactions contemplated hereby and thereby on the terms and conditions set forth herein, have been duly and validly authorized by the Sellers’ Boards of such acquisition disclosed to Purchaser in Section 6.01(e) Directors, representing all necessary corporate action on the part of the Disclosure LetterSellers.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be further third Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions unless conditions, any of which may be waived in accordance with Section 10.02writing by the Purchaser in its sole discretion:
(ai) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing Date.
(b) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company Company, AOI and the Sellers EDOC contained in this Agreement that are not so qualified shall be true and correct in all material respectsrespects (or, in each case (except to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such representations and warranties speak had been made on and as of an earlier date) as though made as of and on the such Third Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date of this Agreement Date (except to the extent that where such representations and warranties speak as of expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).;
(cii) Each Seller shall have delivered to the Purchaser one or more certificates representingall obligations, in the aggregate, 100% of the issued covenants and outstanding Shares agreements of the Company, duly endorsed in blank for transfer AOI and EDOC required to be performed hereunder at or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable prior to the Purchaser and its counsel.Third Closing Date shall have been performed;
(diii) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);
(iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof;
(v) no Event of Default (as such term is defined in the Debentures) shall have occurred since December 31, 1997 and or be continuing.;
(evi) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying as to the accuracy of the representations and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for the consummation a certificate of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtained.
(g) The Purchaser shall have received the resignations of the directors an officer of the Company AOI and its Subsidiaries.
(h) All EDOC, dated as of the Contracts Third Closing Date, certifying, as to the fulfillment of the conditions set forth in Section 6.03(bsubparagraphs (i), (ii), (iii), (iv), and (v) of above; and
(vii) from the Disclosure Letter and all agreements (other than this Agreement) which relate date hereof to the voting or disposition of SharesThird Closing Date, including trading in the Shareholders' Agreement, Ordinary Shares shall not have been terminated without suspended by the Commission or the Company’s principal Trading Market and, at any liability to the Company or Purchaser other than those liabilities fully satisfied time prior to the Closing.
(i) Each Seller Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have delivered to Purchaser an opinion been suspended or opinions limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of counselhostilities or other national or international calamity of such magnitude in its effect on, substantially or any material adverse change in, any financial market which, in each case, in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all reasonable judgment of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject Purchaser, makes it impracticable or inadvisable to conditions similar in all material respects to purchase the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of Securities at the Disclosure LetterThird Closing Date.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Edoc Acquisition Corp.)
Conditions to the Purchasers’ Obligation. The obligation of the Purchaser Purchasers to consummate the transactions contemplated by this Agreement shall be further fifth Closing is subject to the satisfaction on or before the Fifth Closing Date of each of the following conditions unless conditions, any of which may be waived in accordance with Section 10.02writing by the Purchasers in their sole discretion:
(ai) The Company shall have performed in all material respects each obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing Date.
(b) The representations and warranties of the Company and the Sellers contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company and the Sellers contained in this Agreement that are not so qualified shall be true and correct in all material respectsrespects (or, in each case (except to the extent any representation or warranty is qualified by materiality, a Material Adverse Effect, in all respects) in each case, both when made and on the Fourth Closing Date with the same force and effect as though such representations and warranties speak had been made on and as of an earlier date) as though made as of and on the such Fifth Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the date of this Agreement Date (except to the extent that where such representations and warranties speak as of expressly relate to an earlier date)., in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date);
(cii) Each Seller all obligations, covenants and agreements of the Company required to be performed hereunder at or prior to the Fifth Closing Date shall have been performed;
(iii) the Company shall have delivered or caused to be delivered each of the Purchaser one or more certificates representing, items set forth in Section 2.6(a);
(iv) there shall have been no Material Adverse Effect since the date hereof;
(v) no Event of Default (as such term is defined in the aggregate, 100% Debentures) shall have occurred or be continuing;
(vi) the Purchasers shall have received a certificate of the issued and outstanding Shares an officer of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be continuing.
(e) The Purchaser shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions dated as of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all covenants and obligations of the Company and certifying Fifth Closing Date, certifying, as to the accuracy fulfillment of the representations and warranties of the Company as of the Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtained.
(g) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries.
(h) All the Contracts conditions set forth in Section 6.03(bsubparagraphs (i), (ii), (iii), (iv), and (v) of above; and
(vii) from the Disclosure Letter and all agreements (other than this Agreement) which relate date hereof to the voting or disposition of SharesFourth Closing Date, including trading in the Shareholders' Agreement, Common Stock shall not have been terminated without suspended by the Commission or the Company’s principal Trading Market and, at any liability to the Company or Purchaser other than those liabilities fully satisfied time prior to the Closing.
(i) Each Seller Fifth Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have delivered to Purchaser an opinion been suspended or opinions limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of counselhostilities or other national or international calamity of such magnitude in its effect on, substantially or any material adverse change in, any financial market which, in each case, in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have acquired all reasonable judgment of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and subject Purchasers, makes it impracticable or inadvisable to conditions similar in all material respects to purchase the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of Securities at the Disclosure LetterFifth Closing Date.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the Sellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, which (assuming due execution by the Purchaser and the Escrow Agent) shall be in full force and effect.
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Sources: Securities Purchase Agreement (Safe & Green Development Corp)