Conditions to Third Closing Sample Clauses

Conditions to Third Closing. The occurrence of the Third Closing is expressly contingent on (i) the truth and accuracy on the Third Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, and (iv) the delivery on the Third Closing Date of Third Closing Notes.
View SourceView Similar (3)
Conditions to Third Closing. The obligations of the Investor relating to the Third Closing shall be subject to (a) the Company’s election to receive, and the Investor’s election to pay, the Third Investment Amount, and (b) no Bankruptcy Event with respect to any member of the Company Group or no Special Termination Event, Change of Control, Default or Event of Default having occurred or be continuing (and the Investor Representative’s receipt of the certification from a Responsible Officer to that effect).” 8. Amendment to Section 8.6(d). Section 8.6(d) of the Agreement is hereby amended and restated in its entirety as follows:
View SourceView Similar (2)
Conditions to Third Closing. The Company shall have completed the purchase of one or more real estate projects with a combined appraisal value of at least Two Million Dollars ($2,000,000) and the Company shall have given the Buyer mortgages for the same. In addition, with regard to the Third Closing, the Company represents and covenants the following:
View Source
Conditions to Third Closing. The occurrence of the Third Closing is expressly contingent on (i) the truth and accuracy, on the Third Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement except for changes that do not constitute a Material Adverse Effect (as defined in Section 5(a)), (ii) continued compliance with the covenants of the Company set forth in this Agreement, and (iii) the non-occurrence of any Event of Default (as defined in the Note and this Agreement) or an event that with the passage of time or the giving of notice could become an Event of Default.
View Source
Conditions to Third Closing. 3.1 The obligations of the Lenders under Section 2 are subject to the fulfillment on or before each installment of the Third Loan Amount , of each of the following conditions: 3.1.1 receipt of the approval of the Board of Directors of the Company (the "Board") for the execution, delivery and performance by the Company of this Agreement, 3.1.2 the execution and delivery by the Company, the Lenders and IGPAC of the Amended Shareholders' Letter, and 3.1.3 all representations and warranties of the Company contained in Section 6 below shall be true and correct in all material respects at the time of each installment of the Third Loan Amount as though made again at that time. 3.2 Each Lender hereby agrees and undertakes to vote all its shares for the adoption of the resolutions need to be taken by the shareholders of the Company in connection with the approval and authorization of the execution, delivery and performance by the Company of this Agreement and the transactions contemplated under this Agreement, including creation and authorization of such additional number of shares of the Company’s Series-A-1 Preferred Shares and Ordinary Shares as shall be necessary in order to comply with the Company’s undertakings under this Agreement in connection with the Lenders’conversion rights set forth hereinafter.
View Source
Conditions to Third Closing. The occurrence of the Third Closing --------------------------- is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Third Closing Date of the representations and warranties of the Company and Purchaser contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Redemption Event (as defined in the Preferred Stock) or other default by the Company of its obligations and undertakings contained in this Agreement, and (iv) the delivery on the Third Closing Date of Third Closing Preferred Stock for which the Common Stock issuable upon conversion has been included in the Registration Statement, which must be effective as of the Third Closing Date.
View Source
Conditions to Third Closing. The obligations of DKR and ▇▇▇▇▇▇ to consummate the Third Closing are subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for benefit of DKR and ▇▇▇▇▇▇ alone and may be waived by DKR and ▇▇▇▇▇▇ at any time in their sole discretion by providing the Company and Parent with prior written notice thereof: (i) The Company, Parent and SMH Capital Inc. (“SMH”) shall have executed and delivered to such Buyers a subordination agreement in the form attached hereto as Exhibit L. (ii) The Company and Parent shall have executed and delivered to DKR and ▇▇▇▇▇▇ the Additional Debentures being purchased by such Buyers at such Third Closing pursuant to this Agreement. (iii) The representations and warranties of the Company and Parent shall be true and correct as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Company and Parent shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company and Parent at or prior to the Third Closing Date. Such Buyers shall have received certificates by the Chief Executive Officers of the Company and Parent, dated as of the Third Closing Date to the foregoing effect and as to such other matters as may be reasonably requested by such Buyers. (iv) Parent or its Subsidiaries will not be in violation of any of the rules, regulations or requirements of the Principal Market applicable to the Parent or its Subsidiaries. (v) The Company and Parent shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the consummation of the Third Closing. (vi) The Company and Parent shall have delivered to such Buyers such other documents relating to the transactions contemplated by this Agreement as such Buyers or their counsel may reasonably request. c. The Agreement shall be amended to insert the following as new Section 11:
View Source
Conditions to Third Closing. [***] 2. [***] [***] [***]
View Source
Conditions to Third Closing 
View SourceView Similar (2)

Related to Conditions to Third Closing

  • Conditions to the Closing Date The obligation of each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfaction: (a) The Administrative Agent receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.

  • Conditions to the Closing On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:

  • Conditions to Closing Date It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.