Exceptions to Company's Obligations Clause Samples

Exceptions to Company's Obligations. Any other provision to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement for the following:
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Exceptions to Company's Obligations. Any other provision to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement for the following: (a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, unless said proceedings or claims were authorized by the board of directors of the Company.
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Exceptions to Company's Obligations. The right to Piggyback Registration shall not apply, unless Company otherwise agrees in writing, to any registration statement: (a) To be filed on a registration form which is unavailable for the registration of Registerable Shares; (b) Relating primarily to Shares to be offered pursuant to (i) an employee benefit plan, or (ii) a dividend or interest reinvestment plan (including such a plan that has an open enrollment or cash investment feature); (c) Relating to Shares to be issued in the acquisition of another business, through a merger, consolidation, exchange of securities or otherwise; (d) Relating to Company securities to be issued for a consideration other than solely cash; (e) Relating to Company securities to be offered primarily to existing security holders of Company, through a "rights offering" or otherwise; (f) Relating primarily to Company securities to be issued on the exercise of options, warrants and similar rights, or on the conversion or exchange of other securities, issued by the Company or any other person; provided, however that this exception to a Shareholder's Piggyback Registration rights will apply only in the case of a third-party financing transaction and then only to the extent that the exception or restriction is imposed by the third-party; (g) Relating primarily to debt securities of Company, including debt securities that are convertible or exchangeable for equity securities of Company; or (h) That may become effective automatically upon filing with the SEC pursuant to Rule 462 under the Act or otherwise.
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Exceptions to Company's Obligations. The right to Registration shall not apply, unless Company otherwise agrees in writing, to any registration statement: (a) To be filed on a registration form which is unavailable for the registration of (b) Relating primarily to Shares to be offered pursuant to (i) an employee benefit plan, or (ii) a dividend or interest reinvestment plan (including such a plan that has an open enrollment or cash investment feature); (c) Relating to Shares to be issued in the acquisition of another business, through a merger, consolidation, exchange of securities, or otherwise; (d) Relating to Company securities to be issued for a consideration other than solely cash; (e) Relating to Company securities to be offered primarily to existing security holders of Company, through a "rights offering" or otherwise; (f) Relating primarily to Company securities to be issued on the exercise of options, warrants, and similar rights, or on the conversion or exchange of other securities, issued by Company or any other person; (g) Relating solely to debt securities of Company, including debt securities that are convertible or exchangeable for equity securities of Company.
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Related to Exceptions to Company's Obligations

  • Conditions to Company’s Obligations The obligations of the Company to issue and sell the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser are subject to the satisfaction by such Purchaser, on or before such Closing Date, of the following conditions: (a) The representations and warranties contained in Section 2.3 shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (b) Such Purchaser shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (c) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (e) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.

  • Conditions to the Company’s Obligations The Company’s obligation to issue and sell the Units to the Investor shall be subject to: (i) the receipt by the Company of the purchase price for the Units being purchased hereunder as set forth on the Signature Page and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing Date.

  • CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING The Company’s obligation to complete the sale and issuance of the Securities and deliver Securities to each Purchaser, individually, as set forth in the Schedule of Purchasers at the Closing shall be subject to the following conditions to the extent not waived by the Company:

  • Conditions to the Company’s Obligation 3.2.2.1 With respect to a given Purchaser, the obligation of the Company to consummate the sale of the Subordinated Notes and to effect the Closing is subject to delivery by or at the direction of such Purchaser to the Company of this Agreement, duly authorized and executed by such Purchaser.

  • Conditions to Company’s Obligation to Sell The obligation of Company hereunder to issue and sell the Securities to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions: 5.1. Investor shall have executed this Agreement and delivered the same to Company. 5.2. Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.