Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waiver) of the following conditions (the “Closing Conditions”): 3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect; 3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and 3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer. 3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”). 3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing. 3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement. 3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 4 contracts
Samples: Share Purchase Agreement (Telefonica S A), Share Purchase Agreement (Telefonica S A), Share Purchase Agreement (Telefonica S A)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein;
(ii) all obligations, covenants and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory agreements of each Purchaser required to be performed at or prior to the Buyer.Closing Date shall have been performed; and
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (iii) the delivery by each Purchaser of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and items set forth in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions has are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) all of the existing debtholders of the Company and its Subsidiaries, including but not been satisfied or waivedlimited to, those holders identified on Schedule 3.1(aa) and collectively referred to herein as the case may be“Existing Debtholders”, which schedule sets forth the holders of all outstanding indebtedness of the Company and its Subsidiaries, shall each have executed and delivered the Purchasers an agreement whereby each Existing Debtholders shall have converted such indebtedness to a series of preferred stock of the Company, on terms and conditions satisfactory to the Purchasers (including, without limitation, a provision waiving any requirement to reserve shares of Common Stock underlying such preferred stock until the Authorized Share Approval has occurred), and shall have released the Company from all obligations in connection with such indebtedness (including releasing any liens);
(iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(vi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission 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 Closing), and, at any time prior to the 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 accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Securities at the date of terminationClosing.
Appears in 4 contracts
Samples: Securities Purchase Agreement (uVuMobile, Inc), Securities Purchase Agreement (uVuMobile, Inc), Securities Purchase Agreement (uVuMobile, Inc)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of any of the following parties to consummate an Exchange pursuant to this Article II shall be subject to the conditions that there shall be no injunction, restraining order or decree of any nature of any Governmental or Regulatory Authority that is then in effect that restrains or prohibits the Exchange of Class B Units or the transfer of Class B Shares for redemption.
(the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose b) The obligations of the Acquisition Company and the Managing Member to consummate an Exchange pursuant to this Article II with respect to a Class B Member Exchanging Class B Units at such Closing shall be subject to the following conditions:
(1) Such Class B Member shall have taken all actions reasonably requested by Pzena Inc. to permit the automatic redemption, immediately following the Closing, of a number of Class B Shares equal to the number of Class B Units being Exchanged by such Class B Member at such Closing (including without limitation all necessary approvals delivery to the Company of certificates evidencing such number of Class B Shares and registrations by the relevant PRC Approval Authoritiesconfirmation that any Liens on such Class B Shares shall have been released), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 (2) If such Class B Member is not a party to the Buyer having received from the Seller Registration Rights Agreement, such Class B Member shall have executed and delivered a PRC legal opinion, dated as counterpart signature page of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Registration Rights Agreement.
3.5 (c) The obligations of each Class B Member exchanging Class B Units at such Closing shall be subject to the following conditions:
(1) Pzena Inc. shall have taken all actions reasonably required to permit the automatic redemption, immediately following the Closing, of a number of Class B Shares held by such Class B Member equal to the number of Class B Units being Exchanged by such Class B Member at such Closing; and
(2) If any such Class B Member is not a party to the Registration Rights Agreement, Pzena Inc. shall have executed and delivered a copy of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of terminationRegistration Rights Agreement.
Appears in 3 contracts
Samples: Operating Agreement (Pzena Investment Management, Inc.), Operating Agreement (Pzena Investment Management, Inc.), Operating Agreement (Pzena Investment Management, Inc.)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of any of the following parties to consummate an Exchange pursuant to this Article IX shall be subject to the conditions that there shall be no injunction, restraining order or decree of any nature of any Governmental Authority that is then in effect that restrains or prohibits the Exchange of Common Interests.
(the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose b) The obligations of the Acquisition Company and the Managing Member to consummate an Exchange pursuant to this Article IX with respect to a Member exchanging Voting Common Interests or Restricted Common Interests at such Closing shall be subject to the condition that such Member shall have taken all actions reasonably requested by the Company or the Managing Member to permit the redemption, immediately following the Closing, of a number of Class B Shares equal to the number of Voting Common Interests or Restricted Common Interests being exchanged by such Member at such Closing (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed delivery to the BuyerCompany of certificates evidencing such number of Class B Shares and confirmation that any Liens on such Class B Shares shall have been released).
(c) The obligations of each Member exchanging Voting Common Interests or Restricted Common Interests at such Closing shall be subject to the condition that the Managing Member shall have taken all actions reasonably required to permit the redemption, in relation toimmediately following the Closing, among other things, of a number of Class B Shares held by such Member equal to the legal capacity and authority number of Voting Common Interests or Restricted Common Interests being Exchanged by such Member at such Closing; provided that this condition shall be satisfied if the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals Managing Member is legally prohibited from the relevant PRC Approval Authorities redeeming any Class B Shares tendered in connection with the completion an Exchange and instead accepts such Class B Shares to be held in trust pending redemption of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, such Class B Shares at a later time when such legal prohibition is no longer in form and substance satisfactory to the Buyereffect.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (JGWPT Holdings Inc.), Limited Liability Company Agreement (JLL JGW Distribution, LLC), Limited Liability Company Agreement (JGWPT Holdings Inc.)
Closing Conditions. 3.1 Closing is conditional The closing for the purchase and sale of each Mortgage Loan Package shall take place on the respective Closing Date. The closing shall be either by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties may agree. The closing for each Mortgage Loan Package shall be subject to the satisfaction (or waiver) of each of the following conditions precedent:
(the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions a) with respect to the regulatory procedures, Purchaser's obligations to close:
(i) the Company shall have delivered to the Purchaser and government approvals, permits, certificates the Custodian the related Mortgage Loan Schedule and registrations required an electronic data file containing information on a loan-level basis;
(ii) all of it, as soon as practicable following the signing representations and warranties of the Company under this Agreement shall be true and correct as of the related Closing Date (or, with respect to Section 3.02, such other date specified therein) in any event all material respects and no later than April 30default shall have occurred hereunder which, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller with notice or the Buyer becomes aware passage of a fact time or circumstance that might prevent any Closing Condition both, would constitute an Event of Default hereunder;
(iii) the Purchaser and its counsel shall have received an opinion from being satisfiedthe Company's counsel, it shall immediately inform substantially in the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each form of the Closing Conditions has been fulfilled Exhibit G attached hereto (or otherwise waived by it with respect to the requirements applicable initial closing only);
(iv) the Purchaser shall have received from the Custodian an initial certification with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans;
(v) the Purchaser shall have received originals of the related Memorandum of Sale, the related Purchase Price and Terms Letter and a funding memorandum setting forth the Purchase Price(s), and the accrued interest thereon, for the Mortgage Loan Package, in each case executed on behalf of the Company;
(vi) no Material Adverse Change or Market Change Event shall have occurred since the date of the Purchase Price and Terms Letter;
(vii) all other terms and conditions of this Agreement, the related Memorandum of Sale and the related Purchase Price and Terms Letter to be satisfied by the Company shall have been complied with in all material respects; and
(b) with respect to the other PartyCompany's obligations to close:
(i) the Company shall have received a copy of the initial certification of the Custodian with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans;
(ii) the Company has received originals of the related Memorandum of Sale, the related Purchase Price and Terms Letter and a funding memorandum setting forth the Purchase Price(s), and accrued interest thereon, for the Mortgage Loan Package, in each case executed on behalf of the Purchaser; and
(iii) all terms and conditions of this Agreement, the related Memorandum of Sale and the related Purchase Price and Terms Letter to be satisfied by the Purchaser shall have been materially complied with. For Upon satisfaction of the avoidance of doubtforegoing conditions, the Purchaser shall pay to the Company on such written confirmation shall not constitute a waiver of any right or remedy Closing Date the Purchase Price for a breach of any provision the related Mortgage Loan Package, including accrued interest pursuant to Section 2.01 of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 3 contracts
Samples: Flow Sale and Servicing Agreement (Luminent Mortgage Trust 2006-7), Flow Sale and Servicing Agreement (Lares Asset Securitization, Inc.), Flow Sale and Servicing Agreement (Luminent Mortgage Trust 2007-1)
Closing Conditions. 3.1 Closing is conditional (i) The obligations of the Investor, on the one hand, and the Company, on the other hand, to consummate the purchase and sale of the Shares provided for in this Agreement are each subject to the satisfaction (or, to the extent permitted by Law and this Agreement, the waiver by the Company or waiver) the Investor, as applicable, of the following conditions to the Closing under this Agreement:
(A) All Governmental Consents required to have been obtained at or prior to the Closing Date in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect.
(B) The Merger Transactions shall have been consummated in accordance with the Merger Agreement, including the approval of the Merger Agreement by the stockholders of each of the Company and CFB;
(C) If required under applicable Law or the rules and regulations of the Nasdaq Stock Market, the approval by stockholders of the Company of resolutions providing for the Company’s issuance of the maximum number of shares of Common Stock to be issued under this Agreement and in the Concurrent Other Transactions in accordance with this Agreement, the definitive documentation relating to the Concurrent Other Transactions, and applicable Law and the rules and regulations of the Nasdaq Stock Market (such approval being referred to herein as the “Stockholder Approval”) shall have been obtained;
(D) Approval by the stockholders of the Company to increase in the authorized number of shares of Voting Common Stock (which will become Class A Common Stock upon completion of the Merger) from 50,000,000 shares to 75,000,000 shares, to be effected by the filing of an amended and restated certificate of incorporation of the Company (the “Closing ConditionsAuthorized Shares Increase Approval”):), shall have been obtained.
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose (ii) The obligation of the Acquisition (including without limitation all necessary approvals and registrations Investor to consummate the purchase of Shares provided for in this Agreement is also subject to the satisfaction or waiver by the relevant PRC Approval Authorities), Investor of the following conditions to the Closing:
(A) (i) The Company Specified Representations shall be true and any such approvals shall not alter correct in all respects on and as of the terms date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date and (ii) the other representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date, except, in the case of this clause (ii) only, to the extent that the failure to be true and correct (without regard to any material respectmateriality or Material Adverse Effect qualifications contained therein), would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and except, in the case of clauses (i) and (ii), that representations and warranties made as of a specified date shall be true and correct as of such date;
3.1.2 (B) The Company shall have performed and complied with, in all material respects, all agreements, covenants and conditions required by this Agreement to be performed by it on or prior to the Buyer having Closing Date;
(C) The Investor shall have received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinioncertificate, dated as of the Closing Date and addressed Date, signed on behalf of the Company by a senior executive officer certifying to the Buyereffect that the conditions set forth in Section 1.2(c)(ii)(A), in relation to, among other things, the legal capacity Section 1.2(c)(ii)(B) and authority Section 1.2(c)(ii)(D) have been satisfied on and as of the Seller in entering into this Agreement and performing Closing Date;
(D) Since the transactions contemplated under date of this Agreement, whether no Material Adverse Effect shall have occurred and no change or other event shall have occurred that would reasonably be expected to have, individually or in the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion aggregate, a Material Adverse Effect;
(iii) The obligation of the Acquisition, and whether Company to consummate the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents sale of the Shares provided for entering into in this Agreement and performing its obligations hereunder, in form and substance satisfactory is also subject to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction or written waiver by the Company of the Closing Conditions with respect following conditions to the regulatory procedures, Closing:
(A) The representations and government approvals, permits, certificates warranties of the Investor set forth in this Agreement shall be true and registrations required correct in all respects on and as of it, as soon as practicable following the signing date of this Agreement and in any event no later than April 30, 2008 or such later date on and as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any Date as though made on and as of the Closing Conditions has Date, except to the extent that the failure to be true and correct (without regard to any materiality qualifications contained therein) would not materially adversely affect the ability of the Investor to perform its obligations hereunder and except that (1) representations and warranties made as of a specified date shall be true and correct as of such date and (2) the representations and warranties of the Investor set forth in Sections 2.3(d) and 2.3(f) shall be true and correct in all respects;
(B) The Investor shall have performed and complied with, in all material respects, all agreements, covenants and conditions required by this Agreement to be performed by it on or prior to the Closing Date; and
(C) The Company shall have received a certificate, dated as of the Closing Date, signed on behalf of the Investor by a duly authorized person certifying to the effect that the conditions set forth in Section 1.2(c)(iii)(A) and Section 1.2(c)(iii)(B) have been satisfied or waived, on and as of the case may be, in accordance with Clause 3.4 by the Long Stop Closing Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Broadway Financial Corp \De\), Stock Purchase Agreement (Broadway Financial Corp \De\), Stock Purchase Agreement (Broadway Financial Corp \De\)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waiver) The obligation of the following conditions (parties hereto to consummate the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures purchase and having received all required government approvals, permits, certificates and completed all required registrations for the purpose sale of the Acquisition Backstop Shares pursuant to this Backstop Subscription Agreement is subject to the following conditions: (including without limitation a) there shall not be in force any injunction or order enjoining or prohibiting the issuance and sale of the Backstop Shares under this Backstop Subscription Agreement; (b) all necessary approvals and registrations conditions precedent to the closing of the Transaction under the Transaction Agreement shall have been satisfied or waived (as determined by the relevant PRC Approval Authoritiesparties to the Transaction Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be fulfilled at or substantially contemporaneously with the closing of the Transaction); (c)(i) solely with respect to the Backstop Investor’s obligation to close, the representations and warranties made by Issuer, and any such approvals (ii) solely with respect to Issuer’s obligation to close, the representations and warranties made by the Backstop Investor, in each case, in this Backstop Subscription Agreement shall not alter the terms of this Agreement be true and correct in any all material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated respects as of the Closing Date other than (x) those representations and addressed to the Buyerwarranties which are qualified by materiality, Material Adverse Effect or similar qualification, which shall be true and correct in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction respects as of the Closing Conditions Date, and (y) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (or, if qualified by materiality, Material Adverse Effect or similar qualification, all respects) as of such date, in each case without giving effect to the consummation of the Transactions; and (d)(i) solely with respect to the regulatory proceduresBackstop Investor’s obligation to purchase the Backstop Shares pursuant to this Backstop Subscription Agreement, Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Backstop Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it ii) solely with respect to the requirements applicable Issuer’s obligation to close, the Backstop Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Backstop Subscription Agreement to be performed, satisfied or complied with by it at or prior to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this AgreementClosing.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BurTech Acquisition Corp.), Backstop Subscription Agreement (BurTech Acquisition Corp.), Backstop Subscription Agreement (ACE Convergence Acquisition Corp.)
Closing Conditions. 3.1 (a) The obligations of the Company and the Selling Stockholder hereunder in connection with each Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “accuracy in all material respects when made and on such Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition representations and warranties of the Purchasers contained herein (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authoritiesunless as of a specific date therein in which case they shall be accurate as of such date), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving (ii) all pre-emptive rights obligations, covenants and other restrictions on transfer over the Sale Shares conferred on any other personagreements of each Purchaser required to be performed at or prior to such Closing Date shall have been performed; and
3.1.3 (iii) the Buyer having received from the Seller a PRC legal opinion, dated as delivery by each Purchaser of the Closing Date and addressed to the Buyer, items set forth in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2(c) of this Agreement.
3.5 If (b) The respective obligations of the Purchasers hereunder in connection with each Closing are subject to the following conditions being met on or prior to the Closing Date:
(i) the accuracy in all material respects when made and on such Closing Date of the representations and warranties of the Company and the Selling Stockholder contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects as of such date);
(ii) all obligations, covenants and agreements of the Company and the Selling Stockholder required to be performed at or prior to such Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2(a) of this Agreement;
(iv) the delivery by the Selling Stockholder of the items set forth in Section 2(b) of this Agreement;
(v) the consummation of the Merger (as defined in the Private Placement Memorandum);
(vi) the entry by the Company into the Secured Credit Facility (as defined in the Private Placement Memorandum) in an aggregate amount of no less than $20,000,000; and
(v) there shall have been no (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of the Closing Conditions has not been satisfied (i), (ii) or waived(iii), as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at “Material Adverse Effect”) since the date of terminationhereof.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Jerash Holdings (US), Inc.), Securities Purchase Agreement (Jerash Holdings (US), Inc.), Securities Purchase Agreement (Jerash Holdings (US), Inc.)
Closing Conditions. 3.1 Closing is conditional The closing for the purchase and sale of each Mortgage Loan Package shall take place on the respective Closing Date. The closing shall be either by telephone, confirmed by letter or wire as the parties hereto shall agree, or conducted in person, at such place as the parties hereto shall agree. The closing for each Mortgage Loan Package shall be subject to the satisfaction (or waiver) of each of the following conditions conditions:
(a) the “Closing Conditions”):Seller shall have delivered to the Purchaser the related Mortgage Loan Schedule and an electronic data file containing information on a loan- level basis;
3.1.1 the Parties having completed (b) all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals representations and registrations by warranties of the relevant PRC Approval Authorities), Seller and any such approvals shall not alter the terms of Servicer under this Agreement shall be true and correct as of the related Closing Date (or, with respect to Subsection 7.01, such other date specified therein) in any all material respectrespects and no event shall have occurred hereunder which, with notice or the passage of time or both, would constitute an Event of Default hereunder;
3.1.2 (c) the Buyer having Purchaser shall have received from the Seller a waiver Purchaser's bailee or the Custodian an initial certification with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans;
(d) the Purchaser shall have received in escrow all Closing Documents as specified in Section 9, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over signatories as required pursuant to the Sale Shares conferred on any other personterms hereof; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as (e) all other terms and conditions of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the related Purchase Price and Terms Agreement and the related Acknowledgment and Conveyance Agreement to be satisfied by the Seller has obtained shall have been complied with in all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve material respects. Upon satisfaction of the Closing Conditions with respect foregoing conditions, the Purchaser shall pay to the regulatory proceduresSeller on such Closing Date the Purchase Price for the related Mortgage Loan Package, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue plus accrued interest pursuant to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 4 of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 3 contracts
Samples: Flow Mortgage Loan Sale and Servicing Agreement (Lehman Sarm 2005-5), Flow Mortgage Loan Sale and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust), Mortgage Loan Sale and Servicing Agreement (Structured Adjustable Rate Mortgage Loan Trust)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder to sell Shares at a Closing is conditional on are subject to the satisfaction (by the Purchaser, or waiver) waiver by the Company, of each of the following conditions conditions:
(i) the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures representations and having received all required government approvals, permits, certificates and completed all required registrations for the purpose warranties of the Acquisition (including without limitation all necessary approvals Purchaser contained herein shall be true and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated correct as of the Closing Date (unless such representations and addressed warranties speak as of a specific date, in which case they shall be true and correct as of such date);
(ii) the Purchaser shall have performed and complied with all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the BuyerClosing Date; and
(iii) the Purchaser shall have delivered the items set forth in Section 2.4(b) of this Agreement applicable for such Closing.
(b) The obligations of the Purchaser hereunder to acquire Shares at a Closing are subject to the satisfaction by the Company, or waiver by the Purchaser, of each of the following conditions:
(i) the representations and warranties of the Company contained herein shall be true and correct as of the Closing Date (unless such representations and warranties speak as of a specific date, in relation towhich case they shall be true and correct as of such date);
(ii) the Company shall have performed and complied with all obligations, among other things, the legal capacity covenants and authority agreements of the Seller Company required to be performed at or prior to the Closing Date;
(iii) the Company shall have delivered the items set forth in entering into Section 2.4(a) of this Agreement and performing applicable for such Closing;
(iv) the transactions contemplated under this Agreement, whether the Seller has Company shall have obtained all the authorizations, approvals from the relevant PRC Approval Authorities and permits, if any, of any Person required in connection with the completion lawful issuance and sale of the AcquisitionShares to the Purchaser at such Closing, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal such authorizations, approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.permits shall be effective as of such Closing;
3.2 Each Party (v) there shall make all reasonable efforts to achieve satisfaction of the Closing Conditions have been no Material Adverse Effect with respect to the regulatory proceduresCompany since the date hereof;
(vi) the Registration Statement shall be in full force and effect; and
(vii) from the date hereof to the Closing Date, and government approvalstrading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 Ifand, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue time prior to the 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 Party a written certificate confirming that 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 Closing Conditions has been fulfilled (Purchaser, makes it impracticable or otherwise waived by it with respect inadvisable to purchase the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations Shares at the date of terminationClosing.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Nanoviricides, Inc.), Securities Purchase Agreement (Nanoviricides, Inc.), Securities Purchase Agreement (Nanoviricides, Inc.)
Closing Conditions. 3.1 (a) At the Closing is conditional on (unless otherwise specified below) the satisfaction Company shall deliver or cause to be delivered to each Purchaser the following:
(or waiveri) of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Company;
(ii) within 3 Business Days of the Closing Date, a certificate evidencing a number of Shares conferred on any other personequal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;
(iii) within 3 Business Days of the Closing Date, a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the Shares to be issued to such Purchaser at such Closing;
(iv) the Registration Rights Agreement duly executed by the Company; and
3.1.3 (v) a legal opinion of Company Counsel, substantially in the Buyer having received from form of Exhibit A attached hereto.
(b) At the Seller a PRC legal opinionClosing, dated each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement duly executed by such Purchaser;
(ii) such Purchaser’s Subscription Amount as to such Closing by wire transfer to the account of the Company as provided to the Purchasers in writing prior to the Closing Date; and
(iii) the Registration Rights Agreement duly executed by such Purchaser.
(c) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority all covenants of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third other party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory shall have been performed if due prior to the Buyersuch date.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (d) As of the Closing Conditions Date, there shall have been no Material Adverse Effect with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following Company since the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”)hereof.
3.3 If(e) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue time prior to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived Date, trading in securities generally as reported by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Bloomberg Financial Markets shall not constitute 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 waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not banking moratorium have been satisfied or waived, as the case may be, in accordance with Clause 3.4 declared either by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of terminationUnited States or New York State authorities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Pro Pharmaceuticals Inc), Securities Purchase Agreement (Pro Pharmaceuticals Inc)
Closing Conditions. 3.1 Closing is conditional The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties herein and in the Indemnity Letter and the performance by the District of the obligations of the District pursuant to this Purchase Contract and of the Owner pursuant to the Indemnity Letter, both as of the date hereof and as of the Closing. The obligations of the Underwriter under this Purchase Contract are and shall also be subject to the following conditions:
(a) The representations and warranties of the District contained herein and of the Owner contained in the Indemnity Letter shall be true, complete and correct in all material respects at the date hereof and on the satisfaction date of the Closing, as if made on the date of the Closing.
(b) At the time of the Closing, (i) the Bond Resolution, the District Documents and this Purchase Contract shall be in full force and effect and shall not have been amended, modified or waiversupplemented from the proposed form delivered to the Underwriter, except as disclosed or contemplated by the Official Statement, and (ii) the District shall perform or have performed all of its obligations required under or specified in this Purchase Contract and the Official Statement to be performed at or prior to the Closing.
(c) At the time of the Closing, no “event of default” shall have occurred or be existing under this Purchase Contract nor shall any event have occurred which, with the passage of time or the giving of notice, or both, shall constitute an event of default under this Purchase Contract nor shall the District be in default in the payment of principal or interest on any of its obligations for borrowed money.
(d) The Underwriter shall have the right to cancel its obligation to purchase the Bonds and to terminate this Purchase Contract by written notice to the District if, at any time after the execution of this Purchase Contract to and including the Closing Date, in the Underwriter’s sole and reasonable judgment, any of the following conditions events shall occur:
(i) the “Closing Conditions”):
3.1.1 market price or marketability of the Parties having completed all necessary regulatory procedures and having received all required government approvalsBonds, permits, certificates and completed all required registrations or the ability of the Underwriter to enforce contracts for the purpose sale of the Acquisition Bonds, shall be materially adversely affected by any of the following events:
(including without limitation all necessary approvals and registrations I) legislation shall have been enacted by the relevant PRC Approval Authorities)Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, and any such approvals or shall not alter have been recommended to the terms Congress for passage by the President of this Agreement in any material respect;the United States or a member of the President’s Cabinet, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon interest received on obligations of the general character of the Bonds; or
3.1.2 (II) there shall have occurred (a) an outbreak or escalation of hostilities or the Buyer having received from declaration by the Seller United States of a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on national emergency or war, (b) any other person; and
3.1.3 calamity or crisis in the Buyer having received from the Seller a PRC legal opinion, dated as financial markets of the Closing Date and addressed to United States or elsewhere or the Buyer, in relation to, among other things, escalation of such calamity or crisis,
(c) the legal capacity and authority sovereign debt rating of the Seller in entering into this Agreement and performing the transactions contemplated under this AgreementUnited States is downgraded by any major credit rating agency or a payment default occurs on United States Treasury obligations, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions or (d) a default with respect to the regulatory proceduresdebt obligations of, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware institution of a fact proceedings under any federal bankruptcy laws by or circumstance that might prevent against, any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each state of the Closing Conditions has been fulfilled (United States or otherwise waived by it with respect to any city, county or other political subdivision located in the requirements applicable to the other Party). For the avoidance United States having a population of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.over 500,000; or
Appears in 2 contracts
Samples: Purchase Contract, Purchase Contract
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are true and correct in all respects) on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein (except for representations and warranties that speak as of a specific date, which shall be true and whether the Seller has duly completed correct as of such specified date);
(ii) all necessary procedures obligations, covenants and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory agreements of each Purchaser required to be performed at or prior to the Buyer.Closing Date shall have been performed; and
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (iii) the delivery by each Purchaser of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and items set forth in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions has not are subject to the following conditions being met, which may be waived in the sole discretion of such Purchaser:
(i) the accuracy in all material respects except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are true and correct in all respects when made and on the Closing Date of the representations and warranties of the Company contained herein (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been satisfied or waived, as performed;
(iii) the case may be, in accordance with Clause 3.4 delivery by the Long Stop Date, Company of the items set forth in Section 2.2(a) of this Agreement Agreement;
(iv) there shall automatically terminate have been no Material Adverse Effect with immediate effect. Each Party’s further rights respect to the Company since the date hereof;
(v) the Company shall have obtained voting agreements reasonably acceptable to the Purchasers (“Voting Agreement”) duly executed by holders (“Principal Shareholders”) of at least 50.1% of the issued and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at outstanding voting capital stock of the Company as of the date of terminationthis Agreement agreeing to vote in favor of Shareholder Approval; and
(vi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission 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 Closing), and, at any time prior to the 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.
Appears in 2 contracts
Samples: Securities Purchase Agreement (General Steel Holdings Inc), Securities Purchase Agreement (General Steel Holdings Inc)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of any of the following parties to consummate an Exchange pursuant to this Article II shall be subject to the conditions that there shall be no injunction, restraining order or decree of any nature of any governmental or regulatory authority that is then in effect that restrains or prohibits the Exchange of Class B Units or the transfer of Class B Shares for redemption.
(the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose b) The obligations of the Acquisition Company to consummate an Exchange pursuant to this Article II shall be subject to the following conditions:
(1) The Class B Partner shall have taken all actions reasonably requested by the Company to permit the automatic redemption, immediately following the Closing, of a number of Class B Shares equal to the number of Class B Units being Exchanged by such Class B Partner’s Partner Group at such Closing (including without limitation all necessary approvals delivery to the Company of certificates evidencing such number of Class B Shares and registrations by the relevant PRC Approval Authoritiesconfirmation that any Liens on such Class B Shares shall have been released), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 (2) If such Class B Partner is not a party to the Buyer having received from the Seller Registration Rights Agreement, such Class B Partner shall have executed and delivered a PRC legal opinion, dated as counterpart signature page of the Registration Rights Agreement and all other documents reasonably requested by the Company in connection therewith.
(c) The obligations of each Person in the Class B Partner’s Partner Group exchanging Class B Units at such Closing Date and addressed shall be subject to the Buyerfollowing conditions:
(1) The Company shall have taken all actions reasonably required to permit the automatic redemption, in relation toimmediately following the Closing, among other thingsof a number of Class B Shares held by such Class B Partner’s Partner Group equal to the number of Class B Units being Exchanged by such Class B Partner’s Partner Group at such Closing; and
(2) If such Class B Partner is not a party to the Registration Rights Agreement, the legal capacity Company shall have executed and authority delivered a copy of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Registration Rights Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 2 contracts
Samples: Exchange Agreement (Silvercrest Asset Management Group Inc.), Exchange Agreement (Silvercrest Asset Management Group Inc.)
Closing Conditions. 3.1 Closing The cancellation of the Initial Notes and Initial Warrants and the completion of the acquisition of the Notes and Warrants in replacement therefor as contemplated by Article 2 is conditional subject to fulfilment on the satisfaction (or waiver) Restated Closing Date of the following conditions:
(a) the Lender shall have been satisfied, in its sole discretion, acting reasonably, with the results of its due diligence review of the Company and its businesses, operations and financial conditions, prospects and market conditions on the Restated Closing Date, including that there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the “Closing Conditions”):business, affairs, operations, assets, liabilities (contingent or otherwise), condition, changes in law or regulatory climate directly affecting the jurisdictions in which the Company’s Subsidiaries, taken as a whole with the Company, are doing or intended to do business or capital of the Company since signing of this Agreement;
3.1.1 the Parties having (b) each Borrower shall have completed all necessary regulatory procedures steps and having received all necessary proceedings shall have been taken to authorize, and all required government approvalsconsents shall have been obtained to permit, permitsthe transactions contemplated hereby;
(c) the acceptance of the Notes and Warrants by the Lender shall be legally permitted by all Laws to which the Lender, certificates each Borrower and completed each of their respective Subsidiaries are subject, and all authorizations, approvals or permits of, or filings with, any Governmental Body that are required registrations by Law in connection with the lawful sale and issuance of the Notes by the Company and/or the US Borrowers shall have been duly obtained by the Company and/or the US Borrowers, as applicable, and shall be effective;
(d) the representations and warranties of the Company and the US Borrowers contained in this Agreement shall be true and correct on the Restated Closing Date and the Company and the US Borrowers shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it at or prior to the Restated Closing Date;
(e) the Notes and Warrant Certificates (both in form and substance satisfactory to the Lender, acting reasonably) subscribed for by the Lender as provided for in Section 2.1 shall be executed and delivered to the Lender, or as the Lender may otherwise direct;
(f) on the Restated Closing Date, the Company and each Credit Party shall have executed and delivered, or caused to be executed and delivered, to the Lender, a certificate signed by the appropriate officers of such Person certifying, inter alia, as to the (i) Articles of the Company, and all constating, organizational or governing documents of each Subsidiary, (ii) resolutions of the board of directors, managers, shareholders or members, as applicable, of the Company and each Credit Party authorizing and approving such Person’s execution, delivery and performance of their obligations under the Transaction Agreements, and (iii) incumbency and signatures of the signing officers of the Company and each Credit Party;
(g) the Company shall deliver a certificate of good standing of recent date for the purpose of the Acquisition (including without limitation all necessary approvals Company and registrations by each Credit Party from the relevant PRC Approval Authorities), and any authority in each jurisdiction in which such approvals shall not alter the terms of this Agreement in any material respectPerson is qualified to do business;
3.1.2 (h) the Buyer having Lender shall have received from counsel for the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal Company an opinion, dated as of the Restated Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunderDate, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts Lender, acting reasonably, including opinions in respect of corporate matters, enforceability, authorization, due execution, perfection and other matters reasonably requested by Lender, and from counsel to achieve satisfaction the Credit Parties and each Cannabis License Holder an opinion, dated as of the Restated Closing Conditions with respect Date, in form and substance satisfactory to the regulatory proceduresLender, acting reasonably, including opinions in respect of corporate matters and ownership of the Subsidiaries enforceability, authorization, due execution, perfection, necessary government approvals and other matters reasonably requested by the Lender;
(i) the Security Documents (other than Security Documents required to be delivered under Section 4.20(ii)) and Intercompany Note shall have been executed and delivered by the Credit Parties to the Lender, and government approvalsall investment property required to be delivered into the physical possession of the Collateral Agent thereunder shall have been so delivered;
(j) the Lender shall have received a subordination and intercreditor agreement and a non-disturbance agreement, permitseach duly executed by LI Lending, certificates LLC, regarding certain Indebtedness and registrations property of Linchpin Investors, LLC;
(k) the Business Combination Documents shall have been executed and delivered by the Credit Parties to the Lender, and all transactions required of it, as soon as practicable following to be performed thereunder on or prior to the signing of this Agreement and in any event no later than April 30, 2008 or Restated Closing Date shall have been performed; and
(l) such later date other documentation as the Parties Lender may agree (reasonably require, in form and substance satisfactory to the “Long Stop Date”).
3.3 IfLender, at acting reasonably, shall have been prepared, executed and delivered. The foregoing conditions are for the exclusive benefit of the Lender, provided that any timeof the said conditions may be waived in writing in whole or in part by any the Lender without prejudice to such Lender’s rights of rescission in the event of the non-fulfilment and/or non-performance of any other conditions, any such waiver to be binding on the Seller or Lender only if the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party same is in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 2 contracts
Samples: Securities Purchase Agreement (4Front Ventures Corp.), Securities Purchase Agreement
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the satisfaction, or waiver by the Company, of the Acquisitionfollowing conditions: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Holders contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Holders required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Holders of the items set forth in Section 2.2(b) of this Agreement; (iv) that certain Settlement and Restructuring Agreement by and among the Company, Peachstate Health Management LLC d/b/a AEON Clinical Laboratories (“Peachstate”), and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to former members of Peachstate included on the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree signature page thereto (the “Long Stop DateSettlement Agreement”)) have executed the Settlement Agreement and delivered it to the Company; and (v) the Company shall have received any Required Approvals necessary to conduct the Closing.
3.3 If(b) The obligations of each Holder hereunder in connection with the Closing are subject to the satisfaction, at any timeor waiver by such Holder, of the Seller or following conditions: (i) the Buyer becomes aware accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a fact specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue prior to the other Party a written certificate confirming that each Closing Date shall have been performed; (iii) the Settlement Agreement by and among the Company, Peachstate, and the former members of Peachstate included on the signature page thereto have executed the Settlement Agreement and delivered it to the Company; and (iv) the delivery by the Company of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision items set forth in Section 2.2(a) of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 2 contracts
Samples: Note Exchange Agreement, Note Exchange Agreement (Aeon Global Health Corp.)
Closing Conditions. 3.1 Closing is conditional on The duties of the Seller and the Purchaser to consummate each Transaction shall be subject to the satisfaction of various conditions as set forth below:
(or waiveri) The duty of each party to consummate such Transaction shall be subject to the satisfaction of the following conditions conditions:
(the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from A) the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over shall have acquired the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions Servicing Rights with respect to the regulatory procedures, related Primary Portfolio;
(B) the representations and government approvals, permits, certificates and registrations required of it, as soon as practicable following warranties made by the signing of other party in this Agreement and each other Transaction document to which such party is a party to be made on or prior to the Transaction Settlement Date shall be true and correct in any event all material respects; and
(C) the other party shall have performed or caused the performance of each covenant or obligation required to be performed by such party on or before the Transaction Settlement Date (including the delivery of documents required to be delivered by such other party under subsection (c));
(ii) The duty of the Seller to consummate such Transaction shall be further subject to the satisfaction of the additional condition that no later than April 30change in the Purchaser’s financial condition shall have occurred following the Confirmation Date that would be reasonably likely to materially and adversely affect the Purchaser’s ability to consummate the Transaction on the Transaction Settlement Date;
(iii) The duty of the Purchaser to consummate such Transaction shall be further subject to the satisfaction of the following additional conditions:
(A) no change in the Seller’s financial or operating condition, 2008 the Seller’s good standing with and authority from Xxxxxxx Mac, the Servicing Rights, the Primary Portfolio Mortgage Loans or the escrow accounts related to the Primary Portfolio Mortgage Loans shall have occurred following the Confirmation Date that, individually or in the aggregate, would be reasonably likely to materially and adversely one or more of (x) the Seller’s ability to consummate such later date Transaction on the Transaction Settlement Date, (y) the performance of the Primary Portfolio Excess Spread, or (z) the practical or other ability of an owner of the Servicing Rights to realize the benefits thereof;
(B) the Seller shall have obtained or caused to have been obtained all consents, approvals or other requirements of third parties required for the consummation of the transactions contemplated by this Agreement, including all requisite Xxxxxxx Mac approvals;
(D) the Seller shall have been appointed as the Parties may agree servicer or subservicer for the Primary Portfolio Mortgage Loans; and
(E) the “Long Stop Date”).
3.3 If, at any time, information set forth in the Seller or data tape delivered to Purchaser on the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it Transaction Settlement Date shall immediately inform the other Party be true and correct in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each all material respects as of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreementdate specified.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 2 contracts
Samples: Master Spread Acquisition and MSR Servicing Agreement, Master Spread Acquisition and MSR Servicing Agreement (Pennymac Financial Services, Inc.)
Closing Conditions. 3.1 Closing is conditional (a) At the Closing, as a condition to Buyer’s obligations hereunder, Bontems shall deliver or cause to be delivered to:
(i) Buyer, a certificate or certificates for the number of shares of Common Stock set forth opposite the name of Buyer on the satisfaction signature page hereof, duly endorsed in blank with a medallion signature guaranty;
(or waiverii) subject to Section 2.3, Buyer, a certificate for 4,000,000 shares of the following conditions Preferred Stock, duly endorsed in blank with a medallion signature guaranty;
(the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvalsiii) Buyer, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving the Company;
(iv) Buyer, evidence satisfactory that the principals of the Company have acquired all pre-emptive rights of the assets and other restrictions on transfer over liabilities of the Sale Shares conferred on any other personCompany pursuant to the Asset Purchase Agreement;
(v) Buyer, evidence satisfactory that the Registration Statement has been withdrawn pursuant to Rule 477 under the Securities Act.
(b) at the Closing, as a condition to Bontems’ obligations hereunder, Buyer shall deliver or cause to be delivered to Bontems the following:
(i) this Agreement duly executed by Buyer; and
3.1.3 (ii) Buyer’s payment for the Buyer having received Shares and Preferred Stock being purchased from the Seller escrow account by wire transfer;
(c) at the Closing, as a PRC legal opinioncondition to each party’s obligations hereunder, dated all representations and warranties of each of the parties herein shall remain true and correct in all material respects as of the Closing Date and addressed Date.
(d) as of the Closing Date, as a condition to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its ’s obligations hereunder, in form and substance satisfactory there shall have been no Material Adverse Effect (other than pursuant to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions Asset Purchase Agreement) with respect to the regulatory proceduresCompany since the date hereof.
(e) from the date hereof to the Closing Date, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue condition to the other Party a written certificate confirming that each of Buyer’s obligations, (i) trading in the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Common Stock shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not have been satisfied or waived, as the case may be, in accordance with Clause 3.4 suspended by the Long Stop DateCommission (except for any suspension of trading of limited duration agreed to by the Company, this Agreement which suspension shall automatically terminate with immediate effect. Each Party’s further rights be terminated prior to Closing); (ii) trading in securities generally 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; and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at (iii) no banking moratorium shall have been declared either by the date of terminationUnited States or New York State authorities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Universal Fog Inc), Securities Purchase Agreement (Universal Fog Inc)
Closing Conditions. 3.1 The respective obligations of each Underwriter hereunder in connection with the Closing is conditional and each Option Closing Date are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the satisfaction date in question (or waiverother than representations and warranties of the Company already qualified by materiality, which shall be true and correct in all respects) of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures representations and having received all required government approvals, permits, certificates and completed all required registrations for the purpose warranties of the Acquisition Company contained herein (including without limitation unless as of a specific date therein);
(ii) all necessary approvals obligations, covenants and registrations agreements of the Company required to be performed at or prior to the date in question shall have been performed in all material respects;
(iii) the delivery by the relevant PRC Approval Authorities), Company of the items set forth in Section 2.3 of this Agreement;
(iv) the Registration Statement and any such approvals the ADS Registration Statement shall not alter each be effective on the terms date of this Agreement in and at each of the Closing Date and each Option Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be, to the Company’s knowledge, pending or threatened by the Commission and any material respectrequest on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative;
3.1.2 (v) by the Buyer having Execution Date, if required by FINRA, the Underwriters shall have received clearance from FINRA as to the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over amount of compensation allowable or payable to the Sale Shares conferred on any other person; andUnderwriters as described in the Registration Statement;
3.1.3 (vi) the Buyer having Representative shall have received from the Seller a PRC legal an opinion, dated as of the Closing Date and addressed to or any Option Closing Date, of Zxxxxxx, Zxxxxxx & Associates LLP, counsel for the BuyerDepositary, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, reasonably satisfactory in form and substance to the Representative;
(vii) The Depositary shall have furnished or caused to be furnished to the Representative a certificate reasonably satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction Representative of the Closing Conditions one of its authorized officers with respect to the regulatory proceduresdeposit with it of the Underlying Ordinary Shares, the issuance of the ADRs evidencing the Ordinary Shares delivered in the form of the ADSs, the execution, issuance, countersignature and government approvals, permits, certificates and registrations required delivery of it, as soon as practicable following the signing ADRs evidencing the Ordinary Shares delivered in the form of this such ADSs pursuant to the Deposit Agreement and in any event no later than April 30, 2008 or such later date other customary matters related thereto as the Parties Representative may agree reasonably request;
(viii) the “Long Stop Date”).Company and the Depositary shall have executed and delivered the Deposit Agreement and the Deposit Agreement shall be in full force and effect;
3.3 If, at any time(ix) the consummation of the Licensing Transaction shall occur substantially concurrent with the Closing;
(x) if applicable, the Seller or Closing Securities and the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform Option Securities have been approved for listing on the other Party in writing.Trading Market; and
3.4 Each Party shall promptly issue (xi) prior to the other Party a written certificate confirming that and on each of the Closing Conditions has Date and each Option Closing Date, if any: (i) there shall have been fulfilled no material adverse change or development involving a prospective material adverse change in the condition or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus; (ii) no action suit or otherwise waived proceeding, at law or in equity, shall have been pending or, to the Company’s knowledge, threatened against the Company or any Affiliate of the Company before or by it any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission with respect to the requirements applicable Company; and (iv) the Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, be stated therein in accordance with Clause 3.4 by the Long Stop DateSecurities Act and the rules and regulations thereunder and shall conform in all material respects to the requirements of the Securities Act and the rules and regulations thereunder, this Agreement and neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on terminationcontain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, but termination does in light of the circumstances under which they were made, not affect a Party’s accrued rights and obligations at the date of terminationmisleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Biodexa Pharmaceuticals PLC), Underwriting Agreement (Biodexa Pharmaceuticals PLC)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waiver) of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of The Underwriter has entered into this Agreement in any material respect;
3.1.2 reliance upon the Buyer having received from representations, warranties and agreements of the Seller a waiver duly executed Issuer contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinionIssuer of its obligations hereunder, dated both as of the Closing Date date hereof and addressed as of the date of the Closing. Accordingly, the Underwriter’s obligation under this Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder and under such documents and instruments at or prior to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the AcquisitionClosing, and whether shall also be subject to the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunderfollowing additional conditions, including the delivery by the Issuer of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Buyer.Underwriter:
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (a) The representations and warranties of the Closing Conditions Issuer contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing;
(b) The Issuer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing;
(c) At the time of the Closing, (i) the Issuer Documents and the Bonds shall be in full force and effect in the form heretofore approved by the Underwriter and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; and (ii) all actions of the Issuer required to be taken by the Issuer shall be performed in order for Bond Counsel to deliver its opinion referred to hereafter;
(d) At or prior to the Closing, the Bond Resolution shall have been duly adopted by the Issuer and in full force and effect, and the Issuer shall have duly executed and delivered the Bonds to the Trustee for the Trustee’s authentication of the Bonds;
(e) At the time of the Closing, there shall not have occurred any change or any development involving a prospective change in the condition, financial or otherwise, or in the revenues or operations of the Issuer, from that set forth in the Official Statement that in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impracticable to market the Bonds on the terms and in the manner contemplated in the Official Statement;
(f) The Issuer shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money;
(g) All steps to be taken and all instruments and other documents to be executed, and all other legal matters in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in legal form and effect to the Underwriter; and
(h) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents:
(1) The Official Statement, and each supplement or amendment thereto, if any, executed on behalf of the Issuer by an officer of the Issuer, or such other official as may have been agreed to by the Underwriter, and the reports and audits referred to or appearing in the Official Statement;
(2) The Bond Resolution and any bond agreement authorized thereunder, each with such supplements or amendments as may have been agreed to by the Underwriter;
(3) This Agreement, together with all addendums pertaining to the final terms of the Bonds, duly executed by the Issuer;
(4) The Undertaking of the Issuer which satisfies the requirements of Section (b)(5)(i) of the Rule;
(5) The opinion of Bond Counsel with respect to the regulatory proceduresBonds in the form appended to the Official Statement;
(6) A certificate, dated the date of Closing, of the Issuer to the effect that (i) the representations and warranties of the Issuer contained herein are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (ii) no litigation or proceeding against it is pending or, to its knowledge, threatened in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials of the Issuer to hold and exercise their respective positions, (b) contest the due organization and valid existence of the Issuer,
(c) contest the validity, due authorization and execution of the Bonds or the Issuer Documents, or
(d) attempt to limit, enjoin or otherwise restrict or prevent the Issuer from functioning and collecting revenues, and government approvalsother income, permitsor the levy or collection of taxes to pay the principal of and interest on the Bonds, certificates or the pledge of the full faith, credit and registrations required taxing power of itthe Issuer for payment of the Bonds; (iii) Bond Resolution authorizing the execution, delivery and/or performance of the Official Statement, the Bonds and Issuer Documents has been duly adopted by the Issuer, in full force and effect and has not been modified, amended or repealed, and (iv) to the best of its knowledge, no event affecting the Issuer has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in light of the circumstances under which made, not misleading in any respect as of the time of Closing, and the information contained in the Official Statement (as the same may have been amended or supplemented in accordance with Section 4(c) hereof, if applicable) is correct in all material respects and, as soon of the date of the Official Statement did not, and as practicable following of the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (does not, contain any untrue statement of a material fact or otherwise waived by it with respect omit to state a material fact required to be stated therein or necessary to make the requirements applicable to statements made therein, in the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any light of the Closing Conditions has circumstances under which they were made, not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.misleading;
Appears in 2 contracts
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with each Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “accuracy in all material respects on the applicable Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition representations and warranties of the Purchasers contained herein;
(including without limitation ii) all necessary approvals obligations, covenants and registrations agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and
(iii) the delivery by each Purchaser of the relevant PRC Approval Authorities), and any such approvals shall not alter the terms items set forth in Section 2.2(b) of this Agreement in any material respect;with respect to each Closing.
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as (b) The respective obligations of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Purchasers hereunder in connection with the completion applicable Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the applicable Closing Date of the Acquisitionrepresentations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed;
(iii) if required, the Trading Market on which the Common Stock is then listed or quoted shall have accepted the Company’s application for listing of additional shares and approved the listing of the Shares and Warrant Shares, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into Company shall have delivered evidence thereof to the Purchasers;
(iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”)applicable Closing.
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it (v) there shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has have been fulfilled (or otherwise waived by it no Material Adverse Effect with respect to the requirements applicable Company since the date hereof; and
(vi) from the date hereof to the other Party). For applicable Closing Date, trading in the avoidance of doubt, such written confirmation Common Stock shall not constitute have been suspended by the Commission 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 applicable Closing), and, at any time prior to the applicable 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 waiver banking moratorium have been declared either by the United States, New York State or California 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 right or remedy for a breach of material adverse change in, any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may befinancial market which, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Securities at the date of terminationapplicable Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Patient Safety Technologies, Inc), Securities Purchase Agreement (Patient Safety Technologies, Inc)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and Company hereunder with respect to any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Purchaser in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on such Closing Date of the Acquisitionrepresentations and warranties of such Purchaser contained herein, except to the extent that such representations and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunderwarranties specifically refer to an earlier date, in form which case they shall be accurate in all material respects as of such earlier date;
(ii) all obligations, covenants and substance satisfactory agreements of such Purchaser required to be performed at or prior to such Closing Date shall have been performed; and
(iii) the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction delivery by such Purchaser of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and items set forth in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If any (b) The obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions being met, unless waived in the sole and absolute discretion of such Purchaser:
(i) the accuracy in all respects on such Closing Date of the Closing Conditions has not been satisfied or waivedrepresentations and warranties of the Company contained herein, as except to the case may beextent that such representations and warranties specifically refer to an earlier date, in accordance with Clause 3.4 which case they shall be accurate in all respects as of such earlier date;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to such Closing Date shall have been performed;
(iii) the delivery by the Long Stop DateCompany of the items set forth in Section 2.2(a) of this Agreement;
(iv) [Reserved]; and
(v) the aggregate Subscription Amount of all Purchasers hereunder shall be no less than $1,000,000.
(c) The obligations of each Purchaser hereunder to make any disbursement under a Note subsequent to the initial disbursement made on the Closing Date are subject to the following conditions being met, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights unless waived in the sole and obligations cease immediately absolute discretion of such Purchaser:
(i) the accuracy in all respects on termination, but termination does not affect a Party’s accrued rights and obligations at the date of terminationsuch disbursement of the representations and warranties of the Company contained herein, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be accurate in all respects as of such earlier date;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the date of such disbursement shall have been performed;
(iii) there shall have been no Material Adverse Effect with respect to the Company;
(iv) [Reserved];
(v) the delivery of the Secretary’s Certificate; and
(vi) the delivery of a certificate duly executed by an officer of the Company certifying as to the following matters:
(a) the accuracy in all respects on such disbursement date of the representations and warranties of the Company contained in this Agreement, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be accurate in all respects as of such earlier date; and
(b) all obligations, covenants and agreements of the Company required to be performed at or prior to such disbursement date under this Agreement have been performed. Notwithstanding the foregoing, the obligation of each Purchaser to fund any disbursement under a Note subsequent to the initial disbursement shall be in such Purchaser’s sole discretion.
Appears in 2 contracts
Samples: Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.)
Closing Conditions. 3.1 Closing is conditional on Any and all obligations of the Lenders hereunder are subject to satisfaction (or waiver) of the following conditions precedent:
(a) FNB-O, as agent, shall have received an opinion of counsel to the “Closing Conditions”):
3.1.1 Borrower covering such matters as the Parties having completed all necessary regulatory procedures Lenders may request (including, without limitation, corporate existence and having received all required government approvalsgood standing, permitscorporate authority, certificates due authorization, execution and completed all required registrations for the purpose delivery of the Acquisition (including without limitation all necessary approvals Operative Documents, the legal, valid, binding and registrations by enforceable nature of the relevant PRC Approval Authorities)Operative Documents, the perfection and priority of the security interest in the Collateral granted to the Lenders, and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights Borrower's compliance with applicable state and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities federal laws in connection with the completion of the Acquisitionequity offering specified in Section 6.1(f) below), and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, such opinion to be satisfactory in form and substance satisfactory to counsel to FNB-O. To the Buyer.
3.2 Each Party extent that FNB-O agrees to accept a post closing opinion from the Borrowers' counsel as to security interest issues, the same shall make all reasonable efforts to achieve satisfaction be delivered no later than ten days after completion of the Closing Conditions with respect to necessary UCC searches, which shall be ordered promptly after recording any UCC terminations received by the regulatory procedures, and government approvals, permits, certificates and registrations required Borrower upon closing of it, as soon as practicable following the signing of this Purchase Agreement and in any event event, such opinion shall be delivered no later than April 3030 days after closing;
(b) FNB-O, 2008 or as agent, shall have received such later date certificates and documents as the Parties Lenders may agree reasonably request from the Borrower, including articles of incorporation and bylaws, certificates regarding good standing, incumbency, copies of other corporate documents, and appropriate authorizing resolutions;
(c) the “Long Stop Date”).
3.3 IfOperative Documents shall have been duly authorized and executed and shall be in full force and effect, at any timeand such UCC financing statements shall have been executed and filed in such offices as may be appropriate to perfect the security interest of FNB-O, as agent for the Seller or Lenders, in the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfiedCollateral, it being understood, however, that certain UCC amendments and terminations will be filed after closing as directed by FNB-O;
(d) FNB-O, as agent, shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each have received copies of the Closing Conditions has been fulfilled Purchase Agreement, satisfactory in form and substance to FNB-O;
(e) the closing of the Purchase Agreement shall occur prior to or otherwise waived by it simultaneously with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision closing of this Agreement; and
(f) the Borrower shall have completed an offering of its common stock and received proceeds therefrom in the approximate amount of $15,010,000, satisfactory in form and substance to the Banks.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 2 contracts
Samples: Term Credit Agreement (Data Transmission Network Corp), Term Credit Agreement (Data Transmission Network Corp)
Closing Conditions. 3.1 The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Successor Agency contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing is conditional and upon the performance by the Successor Agency of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Successor Agency of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions:
(a) The Underwriter shall receive, within seven (7) business days of the date hereof, but in no event less than 1 day prior to Closing, copies of the Official Statement (including all information previously permitted to have been omitted from the Preliminary Official Statement by Rule 15c2-12 and any amendments or supplements as have been approved by the Underwriter), in such reasonable quantity as the Underwriter shall have requested;
(b) The representations and warranties of the Successor Agency contained herein shall be true, complete and correct on the satisfaction (or waiver) date hereof and on and as of the following conditions date of the Closing, as if made on the date of the Closing and the statements of the officers and other officials of the Successor Agency and the Trustee made in any certificate or other document furnished pursuant to the provisions hereof are accurate;
(c) At the “Closing Conditions”):time of the Closing, the Successor Agency Legal Documents shall have been duly authorized, executed and delivered by the respective parties thereto, and the Official Statement shall have been duly authorized, executed and delivered by the Successor Agency, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to by the Underwriter, and shall be in full force and effect; and there shall be in full force and effect such resolution or resolutions of the governing body of the Successor Agency as, in the opinion of Bond Counsel, shall be necessary or appropriate in connection with the transactions contemplated hereby;
3.1.1 (d) At the Parties having completed time of the Closing, all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose official action of the Acquisition (including without limitation all necessary approvals Successor Agency relating to the Official Statement and registrations by the relevant PRC Approval Authorities), Successor Agency Legal Documents shall have been taken and any such approvals shall be in full force and effect and shall not alter the terms of this Agreement have been amended, modified or supplemented in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed (e) At or prior to the Buyer, in relation to, among other thingsClosing, the legal capacity and authority Underwriter shall have received copies of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.following documents:
Appears in 2 contracts
Closing Conditions. 3.1 (a) The obligations of the Corporation hereunder in connection with the Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “accuracy in all material respects (or, if qualified by materiality, in all respects) when made and on the Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures Date (as if made on and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date Date) of the representations and addressed warranties of the Purchaser contained herein;
(ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Buyer, in relation to, among other things, Closing Date shall have been performed;
(iii) the legal capacity and authority Corporation shall have received confirmation of the Seller in entering into this Agreement and performing any required approvals of the transactions contemplated under hereby by all securities regulatory authorities having jurisdiction over such transactions;
(iv) the Shareholder Approval shall have been obtained;
(v) the delivery by the Purchaser of the items set forth in Section 2.3(b) of this Agreement, whether ;
(vi) the Seller has obtained all issue and sale of the approvals Units shall be exempt from the relevant PRC Approval Authorities prospectus and registration requirements, and upon exercise of the Warrants the Warrant Shares will be exempt from such requirements, provided for or obtained under the Securities Laws; and
(vii) the receipt from each Intermediary of a certificate, substantially in the form attached as Schedule 2.4(a)(vii) hereto, relating to its conduct of the offering in the United States (the “Intermediary Certificates”).
(b) The obligations of the Purchaser hereunder in connection with the completion of Closing are subject to the Acquisitionfollowing conditions being met:
(i) the accuracy in all material respects (or, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunderif qualified by materiality, in form all respects) on the Closing Date (as if made on and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction as of the Closing Conditions Date) of the representations and warranties of the Corporation contained herein;
(ii) all obligations, covenants and agreements of the Corporation required to be performed at or prior to the Closing Date shall have been performed;
(iii) the Corporation shall have received confirmation of any required approvals of the transactions contemplated hereby by all securities regulatory authorities having jurisdiction over such transactions;
(iv) the Shareholder Approval shall have been obtained;
(v) the delivery by the Corporation of the items set forth in Section 2.3(a) of this Agreement;
(vi) the issue and sale of the Units shall be exempt from the prospectus and registration requirements provided for or obtained under the Securities Laws; and
(vii) there shall have been no Material Adverse Effect (as defined herein) with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at Corporation since the date of terminationhereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Mirati Therapeutics, Inc.)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities EXECUTIVE EDUCATION hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the Acquisitionrepresentations and warranties of the PURCHASER contained herein;
(ii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Agreement;
(iii) all obligations, covenants and whether agreements of the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory PURCHASER required to be performed at or prior to the BuyerClosing Date shall have been performed in all material respects;
(iv) the delivery by the PURCHASER of the duly executed Agreement; and
(v) the delivery by the PURCHASER of the Purchase Price.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (b) The respective obligations of the PURCHASER hereunder in connection with the Closing Conditions with respect are subject to the regulatory proceduresfollowing conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties (except for representations and warranties that speak as of a specific date, which shall be accurate in all material respects as of such specified date) of EXECUTIVE EDUCATION contained herein;
(ii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Agreement;
(iii) all obligations, covenants and government approvalsagreements of EXECUTIVE EDUCATION required to be performed at or prior to the Closing Date shall have been performed in all material respects;
(iv) the delivery by EXECUTIVE EDUCATION of the duly executed Agreement;
(v) the delivery by EXECUTIVE EDUCATION of the stock certificate evidencing the number of shares of Common Stocks duly issued; and
(vi) from the date hereof to the Closing Date, permitstrading in the Common Stock shall not have been suspended by the United States Securities and Exchange Commission or EXECUTIVE EDUCATION’s principal trading market, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree OTC Bulletin Board (the “Long Stop DateTrading Market”) (except for any suspension of trading of limited duration agreed to by EXECUTIVE EDUCATION, which suspension shall be terminated prior to the Closing).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 2 contracts
Samples: Securities Purchase Agreement (China Executive Education Corp), Securities Purchase Agreement (China Executive Education Corp)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein;
(ii) the Merger shall have occurred;
(iii) all obligations, covenants and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory agreements of each Purchaser required to be performed at or prior to the Buyer.Closing Date shall have been performed; and
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (iv) the delivery by each Purchaser of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and items set forth in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions has are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the Merger shall have occurred and the Company shall have (A) delivered the Purchasers (x) evidence thereof and (y) a copy of the legal opinion issued in connection therewith, which legal opinion shall provide that the Purchasers are third party beneficiaries thereof and (B) provided evidence that the Company is prepared to file the Merger 8-K with the Commission on or before the 4th Trading Day following the consummation of the Merger;
(iv) the minimum aggregate Subscription Amount hereunder shall be at least $8,000,000;
(v) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(vii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been satisfied suspended by the Commission or waivedthe 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 Closing), and, at any time prior to the 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 case may beUnited 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 accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Securities at the date of terminationClosing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (NewCardio, Inc.), Securities Purchase Agreement (Marine Park Holdings, Inc.)
Closing Conditions. 3.1 Closing is conditional on (a) As a condition to the satisfaction (or waiver) Purchaser’s obligation to close, at the Closing, the Company shall have satisfied each of the following conditions set forth below or shall deliver or cause to be delivered to Purchaser the items set forth below, as appropriate:
(the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of i) this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving the Company;
(ii) within five (5) business days of the Closing, a certificate evidencing the Shares, registered in the name of Purchaser (unless such shares have been previously issued to Purchaser through the book-entry facilities of The Depository Trust Company);
(iii) the representations and warranties made by the Company herein shall be true and correct in all pre-emptive rights material respects on the date made and other restrictions on transfer over the Sale Shares conferred date of the Closing;
(iv) all covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of the Closing shall have been performed or complied with in all material respects;
(v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any other persongovernmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement; and
3.1.3 (vi) the Buyer having received from Company shall have filed an application with The Nasdaq Stock Market for the Seller a PRC legal opinion, dated as listing of the Closing Date and addressed Shares.
(b) As a condition to the BuyerCompany’s obligation to close, at the Closing, Purchaser shall have satisfied each of the conditions set forth below or shall deliver or cause to be delivered to the Company the items set forth below, as appropriate:
(i) this Agreement duly executed by Purchaser;
(ii) the Subscription Amount by wire transfer to the account of the Company as set forth on the signature pages hereto;
(iii) the representations and warranties made by Purchaser herein shall be true and correct in relation toall material respects on the date made and on the date of the Closing;
(iv) Purchaser shall have performed, among other thingssatisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or before the legal capacity and Closing; and
(v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the Seller in entering into this Agreement and performing consummation of the transactions transaction contemplated under by this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion .
(c) As of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction date of the Closing Conditions Closing, there shall have been no Material Adverse Effect (as defined below) with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at Company since the date of terminationhereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Advaxis, Inc.), Securities Purchase Agreement (Advaxis, Inc.)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein;
(ii) all obligations, covenants and whether agreements of the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory Purchasers required to be performed at or prior to the BuyerClosing Date shall have been performed;
(iii) the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement;
(iv) the Company shall have received the Required Approval contemplated by Section 3.1(e)(iii) from Nasdaq for the listing of the Underlying Shares; and
(v) the Company shall have received the Required Approval of the holders of the Existing Preferred Stock contemplated by Section 3.1(e)(vi).
3.2 Each Party shall make all reasonable efforts to achieve satisfaction b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the regulatory proceduresCompany since the date hereof; and
(v) From the date hereof to the Closing Date, and government approvalstrading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, permitswhich suspension shall be terminated prior to the Closing), certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 Ifand, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue time prior to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived Date, trading in securities generally as reported by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Bloomberg Financial Markets shall not constitute 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 waiver 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 right or remedy for a breach of material adverse change in, any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may befinancial market which, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Preferred Stock at the date of terminationClosing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Intrusion Inc), Securities Purchase Agreement (Intrusion Inc)
Closing Conditions. 3.1 Closing The obligation of Purchaser to render performance under this Agreement is conditional on the satisfaction (or waiver) of subject to the following conditions precedent (and conditions concurrent, with respect to deliveries to be made by the parties at Closing) (“Closing Purchaser’s Conditions”):), which conditions may be waived, or the time for satisfaction thereof and the Closing Date extended up to five (5) days, by Purchaser only in a writing executed by Purchaser; provided, however, that any such extension shall not affect Purchaser’s ability to pursue any remedy Purchaser may have with respect to any breach hereunder by Xxxxxx:
3.1.1 (a) Between the Parties having completed all necessary regulatory procedures Effective Date and having received all required government approvalsthe Closing Date, permits, certificates and completed all required registrations for there shall be no material adverse change in the purpose condition or value of the Acquisition Property.
(including without limitation b) Unless Purchaser elects to have a service contract assigned to it at Closing, in its sole and absolute discretion, Seller shall, at its expense, terminate all necessary approvals other service contracts at or prior to the Closing.
(c) All of Seller’s representations and registrations by the relevant PRC Approval Authorities)warranties set forth in this Agreement are true in all respects, Seller has performed all of Seller covenants and agreements set forth in this Agreement, and any such approvals Seller is not otherwise in default under this Agreement.
(d) Seller shall not alter the terms have delivered all documents and items to be delivered by Seller pursuant to Section 12(b) of this Agreement in on or prior to the Closing Date.
(e) The Title Company is irrevocably committed to issue an Owner’s Policy and Lender’s Policy (if applicable), for the Property upon the Closing with endorsements as Purchaser and/or its lender reasonably require, subject only to the Permitted Exceptions. If any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated of Purchaser’s Conditions have not been fulfilled as of the Closing Date Date, Purchaser may, in its sole and addressed absolute discretion, either waive such condition and proceed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under Closing pursuant to this Agreement, whether or terminate this Agreement, in which event (i) the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisitionentire Deposit shall promptly be released and returned to Purchaser, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third (ii) neither party consents for entering into this Agreement and performing its shall thereafter have any rights or obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect hereunder, other than pursuant to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision hereof that expressly survives the termination of this Agreement.
3.5 If . Notwithstanding the foregoing, if any Purchaser’s Condition is not satisfied due to a default on the part of the Closing Conditions has not been satisfied or waivedSeller, as then Purchaser shall also have the case may be, rights and remedies set forth in accordance with Clause 3.4 by the Long Stop Date, Section 14 and elsewhere in this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations or otherwise available at the date of terminationlaw or in equity.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waiver) of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of The Underwriter has entered into this Agreement in any material respect;
3.1.2 reliance upon the Buyer having received from representations, warranties, covenants and agreements of the Seller a waiver duly executed Issuer contained herein, and in reliance upon the representations, warranties, covenants and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by CNC Group waiving all pre-emptive rights the Issuer of their respective obligations hereunder, both as of the date hereof and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date Date. Accordingly, the Underwriter’s obligations under this Agreement to purchase, to accept delivery of and addressed to pay for the Bonds shall be conditioned upon the performance by the Issuer of its obligations and agreements to be performed hereunder and under such documents and instruments at or prior to the BuyerClosing, and shall also be subject to the following additional conditions:
(a) Each of the representations and warranties of the Issuer contained in relation tothis Agreement shall be true, among other thingscomplete and correct on this date and on the Closing Date, as if then made;
(b) All of the covenants and agreements required in this Agreement to be performed by the Issuer at or prior to the Closing Date shall have been performed in the manner and with the effect contemplated herein at or prior to the Closing Date;
(c) The Issuer shall have taken all actions required for the valid authorization, issuance, sale, execution and delivery of the Bonds pursuant to and in accordance with Indiana law, all such actions shall be in full force and effect, and the Bonds shall be as described in and issued under, pursuant to and in accordance with the Ordinance and the Indenture;
(d) The Official Statement shall have been duly executed and delivered and shall not have been supplemented or amended, except as may have been approved by the Underwriter;
(e) The Indenture, the legal capacity Financing Agreement, the Taxpayer Agreement and authority the Continuing Disclosure Agreement shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any respect, except as may have been approved by the Underwriter; and
(f) The Underwriter shall have received copies of each of the Seller following documents in entering into this Agreement such number as shall be requested and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.Underwriter:
3.2 Each Party shall make all reasonable efforts (i) An executed copy of the Official Statement, and each supplement or amendment thereto;
(ii) An executed copy of the Issuer’s Ordinance, the TIF Pledge Resolution, the Indenture, the Financing Agreement, the Taxpayer Agreement, this Agreement and the Continuing Disclosure Agreement, and each supplement or amendment thereto;
(iii) An opinion letter of Ice Xxxxxx LLP, bond counsel (“Bond Counsel”), dated the Closing Date, in substantially the form contained in the Official Statement;
(iv) The opinion letter of local counsel for the Issuer, dated the Closing Date, addressed to achieve satisfaction the Issuer, Bond Counsel and the Underwriter, in customary form acceptable to the Underwriter;
(v) Evidence satisfactory to the Underwriter of a rating assigned to the Bonds by Standard & Poor’s Ratings Services of “ ”;
(vi) Certificates, dated the Closing Date and signed by authorized officers of the Issuer to the effect that: (A) each of the representations and warranties of the Issuer contained in this Agreement are true, complete and correct as of the date hereof and as of the Closing Conditions with respect Date; (B) all of the covenants and agreements required in this Agreement to be performed by the Issuer at or prior to the regulatory proceduresClosing Date have been performed in the manner and with the effect contemplated herein; (C) as of the date of the Closing, the Official Statement does not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and government approvals(D) as of the date of the Closing, permitsthere is no action, certificates and registrations required suit, proceeding, inquiry or investigation of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 Ifnature, at law or in equity, before or by any timecourt, government agency, public board or body, pending or, to the knowledge of the Issuer, threatened, affecting the corporate existence of the Issuer or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the issuance, sale, execution or delivery of the Bonds, the Seller adoption of the Issuer’s Ordinance, or the Buyer becomes aware of a fact execution or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each delivery of the Closing Conditions has been fulfilled (Indenture, the Financing Agreement, the Taxpayer Agreement, the Continuing Disclosure Agreement or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If , or the performance of any of the Closing Conditions has not been satisfied covenants contained in the Bonds, the Indenture, the Financing Agreement, the Taxpayer Agreement, the Continuing Disclosure Agreement or waivedthis Agreement, or in any way contesting or affecting in any manner (I) the validity or enforceability of the Bonds, the Indenture, the Financing Agreement, the Taxpayer Agreement, the Continuing Disclosure Agreement or this Agreement, (II) the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, (III) the power or authority of the Issuer for the issuance, sale, execution or delivery of the Bonds, the adoption of the Issuer’s Ordinance, or the execution or delivery of the Indenture, the Financing Agreement, the Taxpayer Agreement, the Continuing Disclosure Agreement or this Agreement, (IV) the transactions contemplated by the Bonds, the Issuer’s Ordinance, the Indenture, the Financing Agreement, the Taxpayer Agreement, the Continuing Disclosure Agreement, this Agreement, or the Official Statement, (V) the power or authority of the Issuer, as applicable, to pay the case may beBonds or otherwise carry out the terms and provisions of the Bonds, the Indenture, the Financing Agreement, the Taxpayer Agreement, the Continuing Disclosure Agreement or this Agreement, or (VI) the validity or enforceability of the Bonds, the Indenture, the Financing Agreement, the Taxpayer Agreement, the Continuing Disclosure Agreement or this Agreement; and
(vii) A Certificate of the Redevelopment Commission, dated the Closing Date and signed by authorized officers of the Redevelopment Commission, to the effect that: (A) as of the date of the Closing, there is no action, suit, proceeding, inquiry or investigation of any nature, at law or in equity, before or by any court, government agency, public board or body, pending or, to the knowledge of the Redevelopment Commission threatened, affecting the corporate existence of the Redevelopment Commission or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the performance of any of the covenants contained in the TIF Pledge Resolution, or in any way contesting or affecting in any manner (I) the validity or enforceability of the TIF Pledge Resolution, (II) the power or authority of the Redevelopment Commission to adopt the TIF Pledge Resolution, (III) the transactions contemplated by the TIF Pledge Resolution, (IV) the power or authority of the Redevelopment Commission to pledge the TIF Revenues to the payment of the Bonds in accordance with Clause 3.4 the TIF Pledge Resolution, or (V) the validity or enforceability of the TIF Pledge Resolution; and
(viii) A Certificate of the Company, dated the Closing Date and signed by authorized officers of the Long Stop DateCompany, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at to the effect that: (A) as of the date of termination.the Closing, there is no action, suit, proceeding, inquiry or investigation of any nature, at law or in equity, before or by any court, government agency, public board or body, pending or, to the knowledge of the Company threatened, affecting the corporate existence of the Company or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the performance of any of the covenants contained in the Financing Agreement or Taxpayer Agreement, or in any way contesting or affecting in any manner (I) the validity or enforceability of the Financing Agreement or Taxpayer Agreement,
Appears in 2 contracts
Samples: Financing and Covenant Agreement, Bond Purchase Agreement
Closing Conditions. 3.1 Closing (a) The obligation of Seller to sell, transfer and assign the Shares to Buyer hereunder is conditional on subject to the satisfaction (or waiver) of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose as of the Acquisition Closing:
(including without limitation all necessary approvals i) the representations and registrations by the relevant PRC Approval Authorities), warranties of Buyer in Section 5 hereof shall be true and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights correct on and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date with the same effect as though made at and addressed as of such date;
(ii) Buyer shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Buyer, in relation to, among other things, the legal capacity and authority Closing Date; and
(iii) Seller shall have received a certificate of the Seller in entering into Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and performing the consummation of the transactions contemplated under this Agreementhereby, whether the Seller has obtained and that all such resolutions are in full force and effect and are all the approvals from the relevant PRC Approval Authorities resolutions adopted in connection with the completion transactions contemplated hereby.
(b) The obligation of Buyer to purchase the Acquisition, and whether the Shares from Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory is subject to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the following conditions as of the Closing:
(i) the representations and warranties of Seller in Section 4 shall be true and correct on and as of the Closing Conditions Date with respect the same effect as though made at and as of such date;
(ii) Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the regulatory proceduresClosing Date; and
(iii) Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing performance of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each consummation of the Closing Conditions has been fulfilled (or otherwise waived by it transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreementtransactions contemplated hereby.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.]
Appears in 2 contracts
Samples: Unit Purchase Agreement (SurgePays, Inc.), Unit Purchase Agreement (SurgePays, Inc.)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein;
(ii) all obligations, covenants and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory agreements of each Purchaser required to be performed at or prior to the Buyer.Closing Date shall have been performed; and
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (iii) the delivery by each Purchaser of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and items set forth in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If any b) The respective obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Conditions has Date shall have been performed;
(iii) such Purchaser shall be satisfied with the results of its due diligence investigation of the Company;
(iv) such Purchaser shall be satisfied with the Company's current and projected uses of cash;
(v) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(vi) all obligations of the Company shall be subordinated in right of payment to the Notes (other than those in favor of the Senior Lender (as herein defined)) which shall not exceed $5.0 million;
(vii) such Purchaser being satisfied with the terms of the acquisition of the ATM portfolio and any equity investments in the Company;
(viii) completion of the acquisition of the ATM portfolio;
(ix) there shall have been satisfied no Material Adverse Effect with respect to the Company and its Subsidiaries since the date hereof; and
(x) No banking moratorium have been declared either by the United States or waivedNew 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, as the case may beor any material adverse change in, any financial markets which, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of such Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Notes at the date of terminationClosing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Global Axcess Corp), Securities Purchase Agreement (Global Axcess Corp)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the closing of the AcquisitionBusiness Combination;
(ii) all conditions precedent to the closing of the Business Combination set forth in the Unit Purchase Agreement, including, without limitation, the approval of the Company’s stockholders, shall have been satisfied (as determined by the parties to the Unit Purchase Agreement, and whether other than those conditions which, by their nature, are to be satisfied at the Seller has duly completed closing of the Business Combination) or waived in writing by the party entitled to the benefit thereof under the Unit Purchase Agreement, and the closing of the Business Combination shall be scheduled to occur concurrently with the Closing;
(iii) the accuracy in all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereundermaterial respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in form all respects) on the Closing Date of the representations and substance satisfactory warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(iv) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Buyer.Closing Date shall have been performed;
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (v) the Stockholder Approval being obtained by the Company; and
(vi) the delivery by each Purchaser of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and items set forth in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions has not are subject to the following conditions being met:
(i) the closing of the Business Combination;
(ii) the Stockholder Approval being obtained by the Company;
(iii) all conditions precedent to the closing of the Business Combination set forth in the Unit Purchase Agreement shall have been satisfied or waived in writing by the party entitled to the benefit thereof under the Unit Purchase Agreement, and the closing of the Business Combination shall be scheduled to occur concurrently with the Closing;
(iv) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(v) all obligations, covenants and agreements of the Company required to be performed, satisfied or complied at or prior to the Closing Date shall have been performed;
(vi) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iii) the Unit Purchase Agreement shall not have been amended or modified, nor shall any provisions thereunder have been waived, in any case, in a manner that would reasonably be expected to adversely affect the economic benefits that any Purchaser (in its capacity as such) would reasonably expect to receive under this Agreement or the liabilities that such Purchaser would reasonably expect to incur under this Agreement without the written consent of such Purchaser (which, subject to the conditions of this clause (iii) shall not be unreasonably withheld);
(vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(viii) there has been no Target Material Adverse Effect (as defined below) with respect to the Target since the date hereof;
(ix) the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by any Trading Market, if any;
(x) the Company shall have obtained approval of the Nasdaq Capital Market to list or designate for quotation (as the case may be) the Underlying Shares; and
(xi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been continuously halted or suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been continuously 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, for more than 11.25 consecutive hours over any two consecutive Trading Days 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 accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of such Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Securities at the date of terminationClosing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (SHF Holdings, Inc.), Securities Purchase Agreement (Northern Lights Acquisition Corp.)
Closing Conditions. 3.1 Closing is conditional on A. The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction at or prior to Closing of the following conditions: (i) all representations and warranties of Buyer contained in this Agreement shall be true in all material respects at and as of Closing as if such representations and warranties were made at and as of Closing; (ii) Buyer shall have performed and satisfied all agreements required by this Agreement to be performed and satisfied by Buyer at or waiverprior to Closing; and (iii) the aggregate downward adjustment (if any) to the Purchase Price which results from the procedures set forth in Paragraph 7. does not exceed ten percent (10%) of the following conditions unadjusted Purchase Price. To the extent that Seller terminates this Agreement due to closing condition (iii) above, then the “Closing Conditions”):
3.1.1 Performance Deposit shall be immediately refunded to Buyer. To the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose extent that Seller terminates this Agreement due to any failure of Buyer to complete any of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities)closing conditions above, and any such approvals shall Seller is not alter the terms in material breach of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether then the Seller has obtained all Performance Deposit shall be immediately paid to Seller.
B. The obligations of Buyer under this Agreement are subject, at the approvals from option of Buyer, to the relevant PRC Approval Authorities in connection with the completion satisfaction at or prior to Closing of the Acquisitionfollowing conditions: (i) all representations and warranties of Seller contained in this Agreement shall be true in all material respects at and as of Closing as if such representations were made at and as of Closing, and whether the (ii) Seller has duly completed shall have performed and satisfied all necessary procedures covenants and obtained all necessary internal approvals and third party consents for entering into conditions required by this Agreement to be performed and performing its obligations hereunder, in form and substance satisfactory satisfied by Seller at or prior to Closing. To the Buyer.
3.2 Each Party shall make all reasonable efforts extent that Buyer terminates this Agreement due to achieve satisfaction any failure of Seller to complete any of the Closing Conditions with respect to the regulatory proceduresclosing conditions above, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and Buyer is not in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a material breach of any provision of this Agreement, then the Performance Deposit shall be immediately paid to Buyer. If Buyer proceeds to Closing with knowledge of any condition above not being met by Seller, such condition will be deemed waived by Buyer as a condition to close and Buyer hereby waives any claim for breach of a covenant, representation or warranty or for any indemnity related to such condition which would otherwise be owed pursuant to this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 2 contracts
Samples: Agreement for Purchase of Term Assignment (Pedevco Corp), Agreement for Purchase of Term Assignment (Pedevco Corp)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with each Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the applicable Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition representations and warranties of the Purchasers contained herein (including without limitation unless as of a specific date therein in which case they shall be accurate in all necessary approvals and registrations by the relevant PRC Approval Authoritiesmaterial respects as of such date), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other personapplicable Closing Date shall have been performed; and
3.1.3 (iii) the Buyer having received from the Seller a PRC legal opinion, dated as delivery by each Purchaser of the Closing Date and addressed to the Buyer, items set forth in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with each Closing Conditions has not been satisfied are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or waived, as the case may bewarranties are qualified by materiality or Material Adverse Effect, in accordance with Clause 3.4 all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) all obligations, covenants and agreements of the Company required to be performed pursuant to the Transaction Documents at or prior to the applicable Closing Date shall have been performed;
(iii) the delivery by the Long Stop Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(v) as to the Second Closing Shareholder Approval shall have been obtained and deemed effective;
(vi) as to the Second Closing, a Registration Statement registering all of the Registrable Securities (as defined in the Registration Rights Agreement) shall have been declared effective by the Commission and shall have thereafter remained effective;
(vii) as to the Second Closing, such Second Closing shall have occurred on or before ninety (90) days following the First Closing; and
(viii) from the date hereof to the applicable Closing Date, this Agreement trading in the Common Stock shall automatically terminate with immediate effect. Each Partynot have been suspended by the Commission or the Company’s further rights and obligations cease immediately principal Trading Market and, at any time prior to the applicable 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 terminationsecurities whose trades are reported by such service, but termination does not affect or on any Trading Market, nor shall a Party’s accrued rights and obligations 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 such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the date of terminationapplicable Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Capnia, Inc.), Securities Purchase Agreement (Capnia, Inc.)
Closing Conditions. 3.1 Each Purchaser’s obligation to purchase the Special Warrants at the Closing is Time shall be conditional on upon the satisfaction (fulfilment at or waiver) before the Closing Time of the following conditions conditions:
(a) the “Closing Conditions”):
3.1.1 Company shall have materially complied with all the Parties having completed covenants and materially satisfied all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms and conditions of this Agreement on its part to be complied with and materially satisfied at or prior to the Closing Time and the representations and warranties of the Company contained in any this Agreement shall be true and correct in all material respectrespects as at the Closing Time with the same force and effect as if made on and as at the Closing Time;
3.1.2 (b) Mackie shall have received at the Buyer having Closing Time certificates dated the Closing Date, signed by appropriate officers of the Company and addressed to Mackie, with respect to the constating documents of the Company and all resolutions of the Company’s board of directors relating to the Transaction Documents, the incumbency and specimen signatures of signing officers;
(c) Mackie shall have received at the Closing Time evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities (including the Securities Regulators) required to be made or obtained by the Company in order to complete the Offering have been made or obtained;
(d) the Subscription Agreements, the Special Warrant Indenture, the Warrant Indenture, the Compensation Option Certificates and the certificates representing the Special Warrants, if any, or other evidence of ownership shall have been executed, endorsed or authenticated, as applicable, and delivered by the parties thereto in form and substance satisfactory to Mackie, acting reasonably;
(e) the Company shall have filed a CSE Form 9 with the CSE;
(f) Mackie shall have received a certificate from Computershare Trust Company of Canada, in its capacity as transfer agent and registrar for the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights Common Shares, as to the number of Common Shares issued and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated outstanding as of the close of business on the date prior to the Closing Date and Date;
(g) Mackie shall have received legal opinions addressed to Mackie and the BuyerPurchasers dated the Closing Date, from Fasken Xxxxxxxxx XxXxxxxx LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunderwhich it is qualified to practice, in form and substance satisfactory to Mackie, acting reasonably (it being understood that such counsel may rely to the Buyerextent appropriate in the circumstances: (i) as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company; (ii) as to the issued and outstanding capital of the Company, on a certificate or letter of Computershare Trust Company of Canada; and (iii) as to matters of fact not independently established, on certificates of public officials).
3.2 Each Party (h) Mackie shall make all reasonable efforts to achieve satisfaction have received a certificate of status (or the Closing Conditions equivalent) with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to Company and the requirements applicable to Material Subsidiaries under the other Party). For the avoidance respective jurisdiction of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreementits existence.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Closing Conditions. 3.1 Closing Lender is conditional not obligated to close the Loan or make any disbursement of Loan Proceeds until Borrower, at its sole cost and expense, has fulfilled all terms, provisions and conditions of this Agreement applicable thereto, including the delivery and approval of the items referred to on the Exhibit 6.4 and satisfaction (or waiver) of the following conditions conditions, all in a manner satisfactory to Lender:
(a) no portion of the “Closing Conditions”):Improvements have been damaged by fire or other casualty, and no condemnation or taking of the Land or the Improvements or any material portion thereof may be pending or threatened;
3.1.1 the Parties having completed all necessary regulatory procedures and having (b) Lender has received all required government approvalsduly executed Loan Documents on or before the Closing Date; and the Collateral Documents and other documents to be placed of record will have been duly recorded and filed in all appropriate offices;
(c) the security interest in all property described in the Collateral Documents has been duly perfected and is a valid and enforceable first lien;
(d) the Closing Fee and any other applicable fees have been paid to Lender on or before the Closing Date;
(e) except as specifically set forth on Schedule 8.10, permitsall Governmental Approvals (other than those not obtainable until a later stage of construction) and all approvals under any Project Covenant Documents are in full force and effect, certificates and completed all required registrations for no notices of violation or revocation with respect thereto have been received which have not been cured to the purpose satisfaction of the Acquisition applicable Official Body, in the sole determination of Lender;
(including without limitation all necessary approvals and registrations by f) Lender has received, at Borrower’s expense, the relevant PRC Approval Authorities), and any such approvals shall not alter Title Insurance Policy;
(g) Lender has received (i) evidence that the terms of insurance coverage that Borrower is required to maintain under this Agreement is in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights full force and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinioneffect, dated as of the Closing Date with additional insured, mortgagee and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, lender loss payable special endorsements attached thereto in form and substance satisfactory to Lender and its counsel and naming Lender as additional insured, mortgagee and lender loss payee; and (ii) evidence that Loan Parties have taken all actions required under the Buyer.
3.2 Each Party shall make all reasonable efforts Flood Laws and/or requested by Lender to achieve satisfaction of assist in ensuring that Lender is in compliance with the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements Flood Laws applicable to the other Party). For Collateral, including without limitation providing Lender with the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any address and/or GPS coordinates of the Closing Conditions Improvements and each other structure on the Land, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such assets becoming Collateral;
(h) no Event of Default or Potential Default exists under any Loan Document;
(i) no Material Adverse Effect has not been satisfied or waived, occurred; and
(j) the representations and warranties of Borrower contained in Article 8 are true and accurate on and as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at of the date of terminationany requested Disbursement with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties will be true and correct on and as of the specific dates or times referred to therein), and Borrower has performed and complied with all covenants and conditions hereof.
Appears in 2 contracts
Samples: Construction Loan Agreement, Construction Loan Agreement (CNL Growth Properties, Inc.)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with applicable Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “accuracy in all material respects on the applicable Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition (including without limitation all necessary approvals representations and registrations by warranties of the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respectPurchasers contained herein;
3.1.2 (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other personapplicable Closing Date shall have been performed; and
3.1.3 (iii) the Buyer having received from the Seller a PRC legal opinion, dated as delivery by each Purchaser of the Closing Date and addressed to the Buyer, items set forth in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with applicable Closing Conditions has not are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on applicable Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to applicable Closing Date shall have been satisfied performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(v) as to the Second Closing only, the Company shall have filed with the Commission a Registration Statement registering 130% of the Registrable Securities (as defined in the Registration Rights Agreement) and such Registration Statement shall have been declared effective by the Commission as to all such Registrable Securities on or waivedbefore February 1, as the case may be2008 and shall have thereafter remained effective (for avoidance of doubt, in accordance with Clause 3.4 the event of a cutback as a result of SEC Guidance, this condition shall not be met until such time as all Conversion Shares underlying all Debentures are then subject to an effective Registration Statement); and
(vi) from the date hereof to applicable Closing Date, trading in the Common Stock shall not have been suspended by the Long Stop Commission 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 applicable Closing), and, at any time prior to applicable Closing Date, this Agreement trading in securities generally as reported by Bloomberg L.P. shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately not have been suspended or limited, or minimum prices shall not have been established on terminationsecurities whose trades are reported by such service, but termination does not affect or on any Trading Market, nor shall a Party’s accrued rights and obligations 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 each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the date of terminationapplicable Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (GuangZhou Global Telecom, Inc.), Securities Purchase Agreement (GuangZhou Global Telecom, Inc.)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder to effect a Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition representations and warranties of the Purchasers contained herein (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authoritiesunless as of a specific date therein in which case they shall be accurate as of such date), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other personClosing Date shall have been performed; and
3.1.3 (iii) the Buyer having received from the Seller a PRC legal opinion, dated as delivery by each Purchaser of the Closing Date and addressed to the Buyer, items set forth in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If (b) The respective obligations of a Purchaser hereunder to effect the Closing, unless waived by such Purchaser, are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Conditions has Date shall have been performed;
(iii) the Escrow Agent shall have received executed signature pages to this Agreement with respect to the Subscription Amounts for which such Closing is to occur;
(iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(vi) from the date hereof to the Closing Date, trading in securities in the United States generally as reported by Bloomberg L.P. shall not have been satisfied suspended or waivedlimited, as nor shall a banking moratorium have been declared either by the case may beUnited 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 accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of such Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Securities at the date of terminationClosing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Players Network), Securities Purchase Agreement (Greenwood Hall, Inc.)
Closing Conditions. 3.1 Closing The obligation of Lender to make Advances under the Loan at the Closings is conditional on subject to the satisfaction (or waiver) written waiver by Lender of the following conditions conditions:
(a) Prior to, or on the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose date of the Acquisition First Closing:
(including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals i) Lender shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having have received from the Seller a waiver Borrower: (A) two copies of this Loan Agreement, duly executed by CNC Group waiving the Borrower, (B) a Promissory Note in the amount of $1,750,000, duly executed by the Borrower, (C) a Guarantee of the obligations hereunder, duly executed by Xx. Xxxxxx Xxxxxxxxx and (D) a Pledge Agreement pledging all pre-emptive rights of the shares of stock of the Borrower, duly executed by Xx. Xxxxxx Xxxxxxxxx, Xx. Xxxxxxx Bonanni Rey, and other restrictions on transfer over Borrower. The documents referred to in clauses (A)-to (D) above, as they may be amended from time to time, are collectively referred to as the Sale Shares conferred on any other person; and"Loan Documents".
3.1.3 the Buyer having received from the Seller (ii) Borrower shall have delivered to Lender a PRC legal opinionduly executed amendment to that certain License Agreement, dated as of October 16, 1998, between Borrower and Lender (the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated "License Agreement") stating that a default under this Agreement, whether or any other agreement between Borrower and Lender, shall be an event of default under the Seller License Agreement.
(iii) Lender shall have received from Borrower's counsel an opinion in form satisfactory to Lender.
(iv) Such other certificates and documents as Lender may reasonably request.
(b) Lender shall have reasonably determined that there has obtained all not been any material adverse change in or affecting Borrower's business, financial condition or its prospects since the approvals from date of the relevant PRC Approval Authorities Bridge Loan.
(c) Prior to any Closing under this Agreement, Borrower shall have delivered to Lender a certificate, signed by the President of Borrower certifying that the representations and warranties contained in connection Section 8 are true, complete and correct on and as of such Closing with the completion same effect as though such representations and warranties had been made on and as of the Acquisition, such date and whether the Seller that Borrower has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions complied with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreementcovenants contained in Section 7.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 2 contracts
Samples: Loan Agreement (Lojack Corp), Loan Agreement (Lojack Corp)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and Company hereunder with respect to any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Purchaser in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the Acquisitionrepresentations and warranties of such Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory agreements of such Purchaser required to be performed at or prior to the Buyer.Closing Date shall have been performed in all material respects; and
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (iii) the delivery by such Purchaser of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and items set forth in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.3(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions has are subject to the following conditions being met:
(i) the representations and warranties made by the Company in ARTICLE III hereof qualified as to materiality shall be true and correct as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in ARTICLE III hereof not qualified as to materiality shall be true and correct in all material respects as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date, whether under this Agreement or the other Transaction Documents, shall have been satisfied performed in all material respects;
(iii) the delivery by the Company of the items set forth in Section 2.3(a) of this Agreement;
(iv) except for the Requisite Stockholder Approval, the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or waivedappropriate for the consummation of the transactions and the full exercise of the Purchasers’ rights, including the issuance of the Preferred Shares, the full conversion of the Preferred Shares into shares of Common Stock, the issuance of the Warrants and the full exercise of the Warrants, as the case may be, in accordance with Clause 3.4 contemplated by the Long Stop DateTransaction Documents;
(v) no judgment, this Agreement writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall automatically terminate have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents;
(vi) no stop order or suspension of trading shall have been imposed by Nasdaq, the Commission or any other governmental or regulatory body with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at respect to public trading in the Common Stock; and
(vii) there shall have been no Material Adverse Effect with respect to the Company since the date of terminationhereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Feinberg Larry N), Securities Purchase Agreement (Hansen Medical Inc)
Closing Conditions. 3.1 Closing is conditional on (a) As a condition to each Purchaser’s obligation to consummate the satisfaction (or waiver) transactions contemplated hereby, at the Closing, the Company shall have satisfied each of the following conditions set forth below or shall deliver or cause to be delivered to each Purchaser the items set forth below, as appropriate:
(the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of i) this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving the Company;
(ii) within five (5) business days of the Closing, a certificate evidencing the Shares, registered in the name of such Purchaser (unless such shares have been previously issued to such Purchaser through the book-entry facilities of The Depository Trust Company);
(iii) the representations and warranties made by the Company herein shall be true and correct in all pre-emptive rights material respects on the date hereof and other restrictions on transfer over the Sale Shares conferred date of the Closing;
(iv) all covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of the Closing shall have been performed or complied with in all material respects;
(v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any other persongovernmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement; and
3.1.3 (vi) the Buyer having received from Company shall have filed an application with The Nasdaq Stock Market for the Seller a PRC legal opinion, dated as listing of the Closing Date and addressed Shares.
(b) As a condition to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing Company’s obligation to consummate the transactions contemplated under hereby, at the Closing, each Purchaser shall have satisfied each of the conditions set forth below or shall deliver or cause to be delivered to the Company the items set forth below, as appropriate:
(i) this Agreement duly executed by such Purchaser;
(ii) the Subscription Amount by wire transfer of immediately available funds to the account of the Company as set forth on Schedule A hereto;
(iii) the representations and warranties made by such Purchaser herein shall be true and correct in all material respects on the date hereof and on the date of the Closing;
(iv) such Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Purchaser at or before the Closing; and
(v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion .
(c) As of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction date of the Closing Conditions Closing, there shall have been no Material Adverse Effect (as defined below) with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at Company since the date of terminationhereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aratana Therapeutics, Inc.), Placement Agency Agreement (Aratana Therapeutics, Inc.)
Closing Conditions. 3.1 The Closing is conditional also subject to the conditions that, on the satisfaction (or waiver) Closing Date:
a. all representations and warranties of the following conditions (Company, GHV and the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of Purchaser contained in this Agreement shall be true and correct in any all material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights respects at and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date (other than representations and addressed warranties that are qualified as to materiality, which representations and warranties shall be true in all respects), but in each case without giving effect to consummation of the Transaction; provided that none of the Company, GHV or the Purchaser may rely on this closing condition if the failure of this closing condition to be satisfied results from the failure of such party’s representations and warranties to be so true and correct or a breach by such party of any of its covenants or agreements contained herein;
b. there shall not have been enacted or promulgated any governmental order, law, statute, rule or regulation enjoining or prohibiting the consummation of the Transaction;
c. all conditions precedent to the Buyer, in relation to, among other things, the legal capacity and authority closing of the Seller Transaction pursuant to the Business Combination Agreement, including the approval of GHV’s stockholders and any regulatory approvals, shall have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the closing of the Transaction);
d. each party shall have performed, satisfied and complied in entering into all material respects with all covenants, agreements and conditions required by this Subscription Agreement and performing to be performed, satisfied or complied with by it at or prior to Closing; provided that none of the transactions contemplated Company, GHV or the Purchaser may rely on this closing condition if the failure of this closing condition to be satisfied results from a breach by such party of any of its covenants or agreements contained herein;
e. the Business Combination Agreement (as the same exists on the date of this Agreement) shall not have been modified, waived or amended to materially adversely affect the economic benefits that the Purchaser would reasonably expect to receive under this Agreement, whether ;
f. the Seller has obtained all Acquired Shares shall have been approved for listing on the approvals from NYSE; and
g. the relevant PRC Approval Authorities in connection with the completion share capital of the Acquisition, and whether Company amounts to at least the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction equivalent of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree thirty thousand Euro (the “Long Stop Date”€30,000).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 2 contracts
Samples: Share Subscription Agreement (Ardagh Metal Packaging S.A.), Share Subscription Agreement (Gores Holdings v Inc.)
Closing Conditions. 3.1 Closing is conditional The obligations of Nesound to pay the Second Installment of Price pursuant to Article 2.3 (2) hereof shall be dependent on the confirmation by Nesound of the satisfaction (of or waiver) of the written waiver by Nesound hereunder, the following conditions (the each a “Closing ConditionsCondition”):) on or prior to the Closing Date:
3.1.1 (1) the Parties having completed to the Transaction Documents shall have duly executed and delivered the Transaction Documents which shall have come into legal effect and remain in full force on the Closing Date;
(2) the Transferor shall have duly performed and complied with the requirements of the Transaction Documents and all necessary regulatory procedures closing conditions as agreed in the Equity Transfer Agreement shall also been satisfied or explicitly waived by the Transferor in writing;
(3) from the Date of this Agreement to the Closing Date, there is no valid injunction, prohibition or law restricting or prohibiting the completion of the transaction hereunder;
(4) Pursuant to the Applicable Laws and having received all required government approvalsany contract concluded by the Transferor, permits, certificates and completed all required registrations for the purpose of this Transaction, the Acquisition notices and/or consents (including without limitation all necessary approvals and registrations by if any) required to be sent to or obtained from the relevant PRC Approval Authorities)counterparty of the contract shall have been sent or obtained, and any the Contract Transfer Agreements required to be signed shall have been signed and obtained, except for those agreements that are not required to be transferred in accordance with the provisions of the Transaction Documents;
(5) The Transferor and Kankan shall have approved this Transaction and the Transaction Documents in accordance with the provisions of their constitutional documents, and such approvals shall not alter remain in full force and effect on the terms Closing Date;
(6) The representations and warranties made by the Transferor in Articles 9, 10.1, 10.4, 10.6, 10.8 to 10.13 hereunder shall be authentic and accurate on the Date of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights Agreement, and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated remain authentic and accurate as of the Closing Date as if made on the Closing Date; except for the foregoing, other representations and addressed to warranties made by the Buyer, Transferor in relation to, among other things, Article 9 hereunder shall be authentic and accurate in material aspects on the legal capacity and authority Date of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether and remain authentic and accurate as of the Seller has obtained Closing Date as if made on the Closing Date;
(7) the undertakings and all obligations hereunder of the approvals from Transferor, including without limitation that the Transferor shall have completed the transfer of or handled the transfer application procedures for Transferred Assets, Transferred Employees, Business Contracts and Target Business Files respectively pursuant to Articles 3, 4, 5 and 8 hereof and have submitted the detailed lists and relevant PRC Approval Authorities documents of the Accounts Receivable and the Accounts Payable prior to the Closing to Nesound pursuant to Article 6;
(8) During the Transition Period, there is no event, transaction, condition or change which may have material adverse effect to the Target Business, copyrighted content database of the Transferred Assets, Fixed Assets and the basic stableness of the Transferred Employees and substantially impede the occurrence of closing, except for the event, transaction, condition or change caused by the fault of Nesound.
(9) The Transferor shall have executed and delivered to Nesound the following documents (“Closing Documents”) on or prior to the Closing Date:
(a) the Contract Transfer Agreement or other transfer instrument or novation arrangement recognized by Nesound of all Business Contracts (excluding those not required to be transferred as agreed to by the Parties upon negotiation) and the originals, photocopies, etc. in connection with relation to the Business Contracts under Article 5.6;
(b) the documents evidencing the completion of hand-over of the AcquisitionTransferred Assets and the Target Business Files between the Transferor and Nesound or Kankan;
(c) those intangible assets proposed to be transferred which are required to apply for approval, registration and whether filing with the Seller has duly completed all necessary procedures Governmental Authority shall have been submitted application with the relevant Governmental Authority; where the Governmental Authority issues acceptance notice, such notice shall have been obtained; where the Governmental Authority does not issue acceptance notice, the representative jointly designated by Nesound and obtained all necessary internal approvals Kankan shall have accompanied and witnessed the submission onsite;
(d) the Transferor shall have provided the detailed lists and payment progress of the Accounts Payable and Accounts Receivable;
(e) the third party consents written consent documents (if applicable) as required for entering into the effectiveness of this Agreement Transaction, excluding those issued by the shareholders of Nesound;
(f) necessary resolutions by the shareholders’ meeting and performing its obligations hereunderthe board of directors of the Transferor as required to approve this Transaction and other Transaction Documents;
(g) labor contracts, in form non-compete and substance satisfactory non-disclosure agreement consistent with the Applicable Laws and signed with the Transferred Employees and the documents evidencing the termination of labor relationship between the Transferred Employees and the Transferor;
(h) The Transferor shall have provided to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve Purchasor a confirmation letter on the Closing Conditions that is signed by the authorized representative of the Transferor and confirms the satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”)said conditions above.
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 2 contracts
Samples: Business and Assets Transfer Agreement, Business and Assets Transfer Agreement (Xunlei LTD)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder to effect the Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “Closing Conditions”):
3.1.1 accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms date of this Agreement and the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in any material respectwhich case they shall be accurate as of such date);
3.1.2 (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Buyer having received from Closing Date shall have been performed in all material respects;
(iii) the Seller a waiver duly executed delivery by CNC Group waiving all pre-emptive rights and other restrictions on transfer over each Purchaser of the Sale Shares conferred on any other personitems set forth in Section 2.2(b) of this Agreement; and
3.1.3 (iv) the Buyer having Escrow Agent shall have received executed signature pages to this Agreement and the Escrow Agreement from at least one Purchaser showing an agreement to purchase a Note and Warrants hereunder and the Seller Escrow Agent shall have received the corresponding Subscription Amount from such Purchaser, in cash.
(b) The respective obligations of a PRC legal opinionPurchaser hereunder to effect the Closing, dated unless waived by such Purchaser, are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the date of this Agreement and Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all Required Approvals, obligations, covenants and agreements of the Company under the Transaction Documents required to be performed or obtained at or prior to the Closing Date shall have been performed or obtained;
(iii) the Escrow Agent shall have received executed signature pages to this Agreement from at least one Purchaser showing an agreement to purchase a Note and addressed to Warrants hereunder and the Buyer, Escrow Agent shall have received the corresponding Subscription Amount from such Purchaser in relation to, among other things, cash;
(iv) the legal capacity and authority delivery by the Company of the Seller items set forth in entering into this Agreement and performing the transactions contemplated under Section 2.2(a) of this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.;
3.2 Each Party (v) there shall make all reasonable efforts to achieve satisfaction of the Closing Conditions have been no Material Adverse Effect with respect to the regulatory proceduresCompany since the date hereof; and
(vi) from the date hereof to the Closing Date, and government approvalstrading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 Ifand, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue time prior to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived Date, trading in securities generally as reported by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Bloomberg L.P. shall not constitute 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 waiver 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 right or remedy for a breach of material adverse change in, any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may befinancial market which, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of such Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Securities at the date of terminationClosing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Immudyne, Inc.), Securities Purchase Agreement (XpresSpa Group, Inc.)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein (unless as of a specific date therein);
(ii) all obligations, covenants and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory agreements of each Purchaser required to be performed at or prior to the Buyer.Closing Date shall have been performed; and
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (iii) the delivery by each Purchaser of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and items set forth in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions has not are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been satisfied or waivedperformed;
(iii) the delivery of written evidence from the Company of entering into purchase agreements with certain Affiliates for the purchase and sale of Series B Preferred Stock and warrants, which such purchase agreements shall be on substantially the same pricing terms as the case may beSecurities issuable hereunder, for gross cash proceeds of $1,200,000, and which agreements shall provide that the obligations of the investors thereunder are irrevocable, subject only to stockholder approval in accordance with Clause 3.4 the rules and regulations of the NYSE Amex;
(iv) the delivery of written evidence from the Company of the consummation of transactions under purchase agreements with certain accredited investors for the purchase and sale of Series A Preferred Stock and warrants, which such purchase agreements shall be on substantially the same pricing terms as the Securities issuable hereunder, for gross cash proceeds of approximately $4,000,000;
(v) the delivery by the Long Stop Company of the items set forth in Section 2.2(a) of this Agreement;
(vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(vii) from the date hereof to the Closing Date, this Agreement trading in the Common Stock shall automatically terminate with immediate effect. Each Partynot have been suspended by the Commission or the Company’s further rights and obligations cease immediately 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 Closing), and, at any time prior to the 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 terminationsecurities whose trades are reported by such service, but termination does not affect or on any Trading Market, nor shall a Party’s accrued rights and obligations 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 each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the date of terminationClosing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Senesco Technologies Inc), Securities Purchase Agreement (Senesco Technologies Inc)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Borrower hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the Acquisitionrepresentations and warranties of the Lender contained herein (unless as of a specific date therein in which case it shall be accurate as of such date);
(ii) all obligations, covenants and whether agreements of the Seller has duly Lender required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by the Lender of a completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into signed original of this Agreement as well as any other documents and performing its obligations hereunder, in form agreements reasonably necessary to consummate the Closing; and
(iv) the Lender has provided a completed and substance satisfactory signed investor questionnaire provided by the Borrower to the BuyerLender.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (b) The respective obligations of the Lender hereunder in connection with the Closing Conditions are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Borrower contained herein (unless as of a specific date therein);
(ii) all obligations, covenants and agreements of the Borrower required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by the Borrower of a completed and signed original of this Agreement as well as any other documents and agreements reasonably necessary to consummate the Closing;
(iv) there shall have been no Material Adverse Effect with respect to the regulatory proceduresBorrower since the Effective Date; and
(v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the United States of America (U.S.) Securities and government approvalsExchange Commission (SEC) or by the Borrower’s principal U.S. public market for its Common Stock (“Trading Market”) and at any time prior to the Closing Date, permits, certificates and registrations required of it, trading in securities generally as soon as practicable following the signing of this Agreement and in reported by Bloomberg or any event no later than April 30, 2008 successor stock quotation service shall not have been suspended or such later date as the Parties may agree (the “Long Stop Date”)limited.
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 (c) Each Party shall promptly issue in good faith and diligently remedy any condition set forth above that is an obligation of that Party upon written notice from any other Party. All conditions to the Closing set forth above in Sections 4(a) and (b) will be deemed satisfied if no Party objects in a written notice to the other Party a written certificate confirming that each of Parties within five (5) days after the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this AgreementEffective Date.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 2 contracts
Samples: Convertible Credit Agreement (Hapi Metaverse Inc.), Convertible Credit Agreement (Value Exchange International, Inc.)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the folfowing conditions being met:
(i) The accuracy in all material respects on the Closing Date of the Acquisitionrepresentations and warrantees of the Purchasers contained herein
(ii) All obligations, covenants and whether agreements of the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into Purchaser under this Agreement and performing its required to be peJformed at or prior to, but no later than three days after the Closing Date shall have been performed in all material respects;
(iii) The delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement;
(iv) The Company shall have received this executed Agreement showing an agreement to purchase Shares hereunder with an aggregate purchase price of S300,000.00.
(b) The respective obligations hereunder, ofthe Purchaser hereunder in form and substance satisfactory connection with the Closing are subject to the Buyer.following conditions being met:
3.2 Each Party shall make (i) The accuracy in all reasonable efforts to achieve satisfaction material respects when made and on the Closing Date ofthe representations and warranties ofthe Company contained herein;
(ii) All obligations, covenants and agreements of the Company under this Agreement required to be peJformed at or prior to, but no later than three days after the Closing Conditions shall have been performed;
(iii) The delively by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) There shall have been no Material Adverse Effect with respect to the regulatory proceduresCompany since the date hereof;
(v) From the date hereof to the Closing Date, and government approvals, permits, certificates and registrations required of it, as soon as practicable following trading in the signing of this Agreement and in any event no later than April 30, 2008 Common Stock shall not have been suspended by the Commission or such later date as the Parties may agree (the “Long Stop Date”)Company's principal trading market.
3.3 If, at any time(vi) From the date hereof to the Closing Date, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it Company shall immediately inform the other Party in writingremain current with its SEC Reports.
3.4 Each Party shall promptly issue (vii) From the date hereof to the other Party a written certificate confirming that each of Closing Date, the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Company shall not constitute become a waiver of any right or remedy for a breach of any provision of this AgreementShell Corporation.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 2 contracts
Samples: Securities Purchase Agreement (mCig, Inc.), Securities Purchase Agreement (mCig, Inc.)
Closing Conditions. 3.1 Closing is conditional on 3.1.1 Subject to the satisfaction (or waiver) waiver of the following conditions set forth in Sections 3.1.3, 3.1.4 and 3.1.5, the closing of the Subscription contemplated hereby (the “Closing”) shall occur substantially concurrently with the execution of this Subscription Agreement (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue 3.1.2 Subject to the other Party a written certificate confirming that each satisfaction or waiver of the conditions set forth in Sections 3.1.3, 3.1.4 and 3.1.5:
3.1.2.1 On the Closing Conditions has been fulfilled Date, Subscriber shall deliver to the Company the Purchase Price for the Note by wire transfer of United States dollars in immediately available funds. Prior to or at the Closing, Subscriber shall deliver to the Company such information as is reasonably requested in order for the Company to issue the Note to Subscriber, including the legal name of the person in whose name the Note is to be issued and a duly completed and executed Internal Revenue Service Form W-9 or an appropriate duly completed and executed Internal Revenue Service Form W-8, as applicable; and
3.1.2.2 the Company shall deliver to Subscriber the Note, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable securities laws or as set forth in a separate written agreement between the Company and Subscriber, as applicable), in the name of Subscriber (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, its nominee in accordance with Clause 3.4 by its delivery instructions). The Note (and the Long Stop DateShares issuable upon conversion thereof) shall contain a legend in substantially the following form: THIS CONVERTIBLE PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, this Agreement shall automatically terminate with immediate effectAS AMENDED (THE “SECURITIES ACT”). Each Party’s further rights and obligations cease immediately on terminationTHIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, but termination does not affect a Party’s accrued rights and obligations at the date of terminationTRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Appears in 2 contracts
Samples: Subscription Agreement (Captivision Inc.), Subscription Agreement (Captivision Inc.)
Closing Conditions. 3.1 (a) Transferor’s obligations to consummate the transactions contemplated hereby and to deliver the Transferor Closing is conditional on Documents at the Closing shall be conditioned upon the satisfaction (or waiver) of the following conditions (any of which may be waived by Transferor, in whole or in part) (the “Transferor Closing Conditions”):
3.1.1 (i) The REIT shall advance the Parties having completed all necessary regulatory procedures Additional Loan to Transferor in immediately available funds;
(ii) Transferee and having received all required government approvalsthe REIT shall have tendered delivery, permits, certificates and completed all required registrations for the purpose shall have caused each of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authoritiespersons referred to in Section 3(d), as applicable, to tender delivery, of all of the Transferee Closing Documents, including in each case a tender which may be conditioned on the satisfaction of the Transferee Closing Conditions (as defined below); and
(iii) Each of the representations and any such approvals shall not alter the terms warranties of Transferee set forth in Section 2(b) of this Agreement must be accurate in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated materials respects as of the Closing Date and addressed Date.
(b) Transferee’s obligations to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing consummate the transactions contemplated under this Agreement, whether hereby and to deliver (or cause the Seller has obtained all delivery of) the approvals from Transferee Closing Documents at the relevant PRC Approval Authorities in connection with the completion of the AcquisitionClosing, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunderREIT’s obligation to advance the Additional Loan at the Closing, in form and substance satisfactory to shall be conditioned upon the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the following conditions (any of which may be waived by Transferee, in whole or in part) (the “Transferee Closing Conditions with respect to Conditions”):
(i) Transferor shall have tendered delivery (including a tender which may be conditioned on the regulatory procedures, satisfaction of the Transferor Closing Conditions) of all of the Transferor Closing Documents; and
(ii) Each of the representations and government approvals, permits, certificates and registrations required warranties of it, as soon as practicable following the signing Transferor set forth in Section 2(a) of this Agreement and must be accurate in any event no later than April 30, 2008 or such later date all materials respects as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this AgreementDate.
3.5 If any (c) Transferee’s receipt of the Closing Conditions has Audited Statements is not been satisfied or waived, as a condition to Transferee’s obligation to consummate the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations transactions contemplated hereby at the date of terminationClosing.
Appears in 2 contracts
Samples: Contribution and Conveyance Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Contribution and Conveyance Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing is subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein (unless as of a specific date therein, in which case they shall be accurate in all material respects as of such date);
(ii) all obligations, covenants and whether agreements of each Purchaser required to be performed at or prior to the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into Closing shall have been performed;
(iii) no proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court or governmental body, or agency and performing its shall be pending;
(iv) the sale of the Securities by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect; and
(v) the delivery by each Purchaser of the items set forth in Section 2.2(b), as applicable.
(b) The respective obligations hereunderof the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein, in form which case they shall be accurate in all material respects as of such date);
(ii) all obligations, covenants and substance satisfactory agreements of the Company required to be performed at or prior to the Buyer.Closing shall have been performed;
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (iii) the delivery by the Company of the Closing Conditions items set forth in Section 2.2(a);
(iv) there shall have been no Material Adverse Effect with respect to the regulatory proceduresCompany since the date hereof; and
(v) from the date hereof to the Closing, and government approvalstrading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, permitswhich suspension shall be terminated prior to the Closing), certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 Ifand, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue time prior to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived Closing, trading in securities generally as reported by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Bloomberg L.P. shall not constitute have been suspended or limited, nor shall a waiver 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 right or remedy for a breach of material adverse change in, any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may befinancial market which, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Securities at the date of termination.Closing
Appears in 2 contracts
Samples: Securities Purchase Agreement (Biomoda Inc/Nm), Securities Purchase Agreement (VirnetX Holding Corp)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all respects on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); except where the failure of such representations and warranties to be so true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) would not reasonably be expected to have a Material Adverse Effect;
(ii) all obligations, covenants and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory agreements of each Purchaser required to be performed at or prior to the BuyerClosing Date shall have been performed or complied with in all material respects;
(iii) the Merger Closing shall occur concurrently with the Closing;
(iv) the aggregate Subscription Amount for all the Securities shall have been delivered to the Escrow Agent by wire transfer of immediately available funds to an account specified in writing by the Company in accordance with the Escrow Agreement; and
(v) the delivery by each Purchaser of the items set forth in Section 2.2(b).
3.2 Each Party shall make (b) The respective obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all reasonable efforts to achieve satisfaction respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); except where the failure of such representations and warranties to be so true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) would not reasonably be expected to have a Material Adverse Effect;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Conditions Date shall have been performed or complied with in all material respects;
(iii) the delivery by the Company of the items set forth in Section 2.2(a);
(iv) there shall have been no Material Adverse Effect with respect to the regulatory procedures, Company since the date hereof;
(v) the Merger Closing shall occur concurrently with the Closing and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each none of the Closing Conditions has been fulfilled (Company, Parent or otherwise Merger Sub shall have waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the conditions to their respective obligations to consummate the Merger Closing Conditions without the prior written consent of the Purchasers;
(vi) the Common Sale Closing has occurred, or substantially concurrently with the Closing will occur, (A) pursuant to which the Company received, or will receive, cash in an amount equal to at least $22,500,000 in the aggregate pursuant to the sale of shares of Common Stock (with no other accompanying security of the Company) and/or units of the Company comprised of (y) a share of Common Stock and (z) a warrant to purchase one-half (1/2) share of Common Stock at an exercise price of $11.50 per share, at a price per such unit of no less than $8.75; provided, however, that no more than $7,000,000 of such aggregate amount may be received by the Company pursuant to the sale of shares of Common Stock (with no other accompanying security of the Company) at a price per share of no less than $8.55; and (B) the Company shall not been satisfied have waived any of the conditions to its obligations to consummate the Common Sale Closing without the prior written consent of the Purchasers;
(vii) the aggregate Subscription Amount for the Securities purchased by the other Purchasers who are not Affiliates of such Purchaser shall have been, or waived, as substantially concurrently with the case may Closing will be, delivered to the Company by wire transfer of immediately available funds to an account specified in accordance with Clause 3.4 writing by the Long Stop DateCompany;
(viii) the Company shall have filed with Nasdaq an application for the listing of the Listed Securities on Nasdaq, this a copy of which shall have been provided to the Purchasers, and Nasdaq shall have raised no objection with respect thereto;
(ix) no judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the Merger Closing or the consummation of the transactions contemplated hereby or in the other Transaction Documents; and
(x) there shall be no Action by a governmental entity pending or threatened against Lazy Days’, Parent, the Company or Merger Sub or any of their respective Affiliates arising out of, or in any way connected with, the Merger Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at or any of the date of terminationtransactions contemplated thereby.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Coliseum Capital Management, LLC), Securities Purchase Agreement (Andina II Holdco Corp.)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder to effect the Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition representations and warranties of the Purchasers contained herein (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authoritiesunless as of a specific date therein in which case they shall be accurate as of such date), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other personClosing Date shall have been performed; and
3.1.3 (iii) the Buyer having received from the Seller a PRC legal opinion, dated as delivery by each Purchaser of the Closing Date and addressed to the Buyer, items set forth in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If (b) The respective obligations of a Purchaser hereunder to effect the Closing, unless waived by such Purchaser, are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Conditions has Date shall have been performed;
(iii) the Escrow Agent shall have received executed signature pages to this Agreement and aggregate Subscription Amount of $500,000 prior to the Closing;
(iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(vi) from the date hereof to the Closing Date, trading in securities in the United States generally as reported by Bloomberg L.P. shall not have been satisfied suspended or waivedlimited, as nor shall a banking moratorium have been declared either by the case may beUnited 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 accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of such Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Securities at the date of terminationClosing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Accelerated Pharma, Inc.), Securities Purchase Agreement (Accelerated Pharma, Inc.)
Closing Conditions. 3.1 Closing is conditional on (a) Buyer’s obligation to purchase the Loan Interest from Seller shall be subject to satisfaction (or waiver) of each of the following conditions conditions:
(i) the “Closing Conditions”):
3.1.1 the Parties having completed representations and warranties made by Seller in Section 6 hereof shall be true and correct in all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated respects as of the Closing Date and addressed Date;
(ii) No Material Adverse Effect or Event of Default (other than the specific Event of Default for which a waiver is contemplated pursuant to the Third Amendment) shall have occurred;
(iii) Buyer shall have received the Assignment Agreement substantially in the form annexed hereto as Exhibit 5(a)(iii), duly executed by Seller;
(iv) Buyer shall have received that certain letter agreement dated the same date as the Assignment Agreement (the “Capex Loan Side Letter Agreement”) substantially in the form annexed hereto as Exhibit 5(a)(iv), duly executed by Seller;
(v) that certain Third Amendment, substantially in the form attached hereto as Exhibit 5(a)(v), without material modification to such form (the “Third Amendment”), shall have been executed and delivered by the parties thereto necessary to cause such Third Amendment to be effective and a copy thereof provided to Buyer, ; and
(vi) Buyer shall have received evidence that Seller obtained the Seller Consents (as hereinafter defined) in relation to, among other things, accordance with the legal capacity and authority requirements of Section 12.6 of the Seller in entering into this Agreement and performing Loan Agreement.
(b) Seller’s obligation to sell the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion Loan Interest to Buyer shall be subject to satisfaction of each of the Acquisition, following conditions:
(i) the representations and whether the Seller has duly completed warranties made by Buyer in Section 7 shall be true and correct in all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction material respects as of the Closing Conditions with respect to Date;
(ii) Seller shall have received the regulatory proceduresAssignment Agreement, and government approvalsduly executed by Buyer; and
(iii) Seller shall have received the Capex Loan Side Letter Agreement, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”)duly executed by Buyer.
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 1 contract
Samples: Loan Purchase and Sale Agreement (Care Investment Trust Inc.)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein that have not already been qualified by materiality, and whether the Seller has duly completed accuracy in all necessary procedures respects on the Closing Date of the representations and obtained warranties of the Purchasers contained herein that have been qualified by materiality;
(ii) all necessary internal approvals obligations, covenants and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory agreements of each Purchaser required to be performed at or prior to the Buyer.Closing Date shall have been performed;
3.2 Each Party (iii) the Company shall make all reasonable efforts to achieve satisfaction have obtained conditional TSX approval and Nasdaq Approval of the Closing Conditions with respect to transactions contemplated in this Agreement; and
(iv) the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that delivery by each Purchaser of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision items set forth in Section 2.2(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions has are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein that have not already been satisfied qualified by materiality, and the accuracy in all respects on the Closing Date of the representations and warranties of the Company contained herein that have been qualified by materiality;
(ii) all obligations, covenants and agreements of the Company required to be performed at or waivedprior to the Closing Date shall have been performed;
(iii) the Company shall have obtained conditional TSX approval and Nasdaq Approval of the transactions contemplated in this Agreement, and the Company shall have complied with all of the conditions set forth in the conditional acceptance letter of the TSX to be complied with prior to the Closing Date;
(iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof to the Closing Date; and
(vi) from the date hereof to the Closing Date, trading in the Common Shares shall not have been suspended by the Commission, the TSX or the Nasdaq Global Market and, at any time prior to the 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 the case may beTSX or the Nasdaq Global 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 accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights makes it impracticable or inadvisable to purchase the Shares and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations the Warrants at the date of terminationClosing.
Appears in 1 contract
Closing Conditions. 3.1 Closing is conditional (i) The obligations of the Investor, on the one hand, and the Company, on the other hand, to consummate the purchase and sale of the Shares provided for in this Agreement are each subject to the satisfaction (or, to the extent permitted by Law and this Agreement, the waiver by the Company or waiver) the Investor, as applicable, of the following conditions to the Closing under this Agreement:
(A) All Governmental Consents required to have been obtained at or prior to the Closing Date in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect.
(B) The Merger Transactions shall have been consummated in accordance with the Merger Agreement, including the approval of the Merger Agreement by the stockholders of each of the Company and CFB;
(C) If required under applicable Law or the rules and regulations of the Nasdaq Stock Market, the approval by stockholders of the Company of resolutions providing for the Company’s issuance of the maximum number of shares of Common Stock to be issued under this Agreement and in the Concurrent Other Transactions in accordance with this Agreement, the definitive documentation relating to the Concurrent Other Transactions, and applicable Law and the rules and regulations of the Nasdaq Stock Market (such approval being referred to herein as the “Stockholder Approval”) shall have been obtained;
(D) Approval by the stockholders of the Company to increase in the authorized number of shares of Voting Common Stock (which will become Class A Common Stock upon completion of the Merger) from 50,000,000 shares to 75,000,000 shares, to be effected by the filing of an amended and restated certificate of incorporation of the Company (the “Closing ConditionsAuthorized Shares Increase Approval”):), shall have been obtained.
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose (ii) The obligation of the Acquisition (including without limitation all necessary approvals and registrations Investor to consummate the purchase of Shares provided for in this Agreement is also subject to the satisfaction or waiver by the relevant PRC Approval Authorities), Investor of the following conditions to the Closing:
(A) (i) The Company Specified Representations shall be true and any such approvals shall not alter correct in all respects on and as of the terms date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date and (ii) the other representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date, except, in the case of this clause (ii) only, to the extent that the failure to be true and correct (without regard to any material respectmateriality or Material Adverse Effect qualifications contained therein), would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and except, in the case of clauses (i) and (ii), that representations and warranties made as of a specified date shall be true and correct as of such date;
3.1.2 (B) The Company shall have performed and complied with, in all material respects, all agreements, covenants and conditions required by this Agreement to be performed by it on or prior to the Buyer having Closing Date;
(C) The Investor shall have received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinioncertificate, dated as of the Closing Date and addressed Date, signed on behalf of the Company by a senior executive officer certifying to the Buyereffect that the conditions set forth in Section 1.2(c)(ii)(A), in relation to, among other things, the legal capacity Section 1.2(c)(ii)(B) and authority Section 1.2(c)(ii)(D) have been satisfied on and as of the Seller in entering into this Agreement and performing Closing Date; and
(D) Since the transactions contemplated under date of this Agreement, whether no Material Adverse Effect shall have occurred and no change or other event shall have occurred that would reasonably be expected to have, individually or in the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion aggregate, a Material Adverse Effect;
(iii) The obligation of the Acquisition, and whether Company to consummate the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents sale of the Shares provided for entering into in this Agreement and performing its obligations hereunder, in form and substance satisfactory is also subject to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction or written waiver by the Company of the Closing Conditions with respect following conditions to the regulatory procedures, Closing:
(A) The representations and government approvals, permits, certificates warranties of the Investor set forth in this Agreement shall be true and registrations required correct in all respects on and as of it, as soon as practicable following the signing date of this Agreement and in any event no later than April 30, 2008 or such later date on and as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any Date as though made on and as of the Closing Conditions has Date, except to the extent that the failure to be true and correct (without regard to any materiality qualifications contained therein) would not materially adversely affect the ability of the Investor to perform its obligations hereunder and except that (1) representations and warranties made as of a specified date shall be true and correct as of such date and (2) the representations and warranties of the Investor set forth in Sections 2.3(d) and 2.3(f) shall be true and correct in all respects;
(B) The Investor shall have performed and complied with, in all material respects, all agreements, covenants and conditions required by this Agreement to be performed by it on or prior to the Closing Date; and
(C) The Company shall have received a certificate, dated as of the Closing Date, signed on behalf of the Investor by a duly authorized person certifying to the effect that the conditions set forth in Section 1.2(c)(iii)(A) and Section 1.2(c)(iii)(B) have been satisfied or waived, on and as of the case may be, in accordance with Clause 3.4 by the Long Stop Closing Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 1 contract
Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)
Closing Conditions. 3.1 Closing is conditional on The Purchaser has entered into this Bond Purchase Agreement in reliance upon the satisfaction (or waiver) representations, warranties and agreements of the following conditions (Board contained herein, and in reliance upon the “representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing Conditions”):
3.1.1 and upon the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations performance by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms Board of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Purchaser’s obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Series 2015A Bonds shall be conditioned upon the performance by the Board of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions:
(a) The representations and warranties of the Board contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing.
(b) At the time of the Closing, the Bond Resolution shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to by the Purchaser.
(c) At the time of the Closing, all official action of the Board relating to this Bond Purchase Agreement, the Tax Agreement, the Master Agreement, the Use Agreement, the Project Certificate, the Escrow Agreement, the Series 2015A Bonds and the Bond Resolution shall be in full force and effect and shall not have been amended, modified or supplemented; and the Purchaser shall have received, in appropriate form, evidence thereof.
(d) At the time of the Closing, there shall not have occurred any change or any development involving a prospective change, in the condition, financial or otherwise, or in the revenues or operations of the Board that in the judgment of the Purchaser is material and adverse.
(e) At or prior to the Closing, the Purchaser shall have received each of the following documents:
(i) A copy of the Bond Resolution, duly certified by a duly authorized officer of the Board dated the date of the Closing to the effect that the Bond Resolution remains in full force and effect, with only such supplements or amendments as may have been agreed to by the Purchaser.
(ii) A fully executed copy of the Tax Agreement.
(iii) A fully executed copy of the Master Agreement[, as supplemented and amended to the date of the Closing].
(iv) A fully executed copy of the Use Agreement.
(v) A fully executed copy of the Project Certificate.
(vi) A fully executed copy of the Escrow Agreement.
(vii) An opinion dated the date of the Closing, of Interim General Counsel to the Board, in substantially the form of Exhibit A hereto.
(viii) An opinion dated the date of Closing, of _______, counsel to the Corporation, in substantially the form of Exhibit B hereto.
(ix) An opinion, dated the date of Closing, of Bond Counsel, in substantially the form Exhibit C hereto.
(x) A supplemental opinion, dated the date of the Closing, of Bond Counsel, in substantially the form of Exhibit D hereto.
(xi) A certificate, dated the date of the Closing, executed by the Treasurer and Secretary of the Board stating that (A) each of the representations and warranties of the Board set forth in this Bond Purchase Agreement is true, accurate and complete in all respects as of the date of the Closing, as if made on the date of the Closing; (B) this Bond Purchase Agreement has been duly approved by the Board Treasurer; (D) the Bond Resolution of the Board has been duly adopted and is in full force and effect and has not been amended, modified or revoked; (E) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or, to their knowledge, threatened against or affecting the Board, that would adversely affect the Board’s ability to complete the transactions described in and contemplated by this Bond Purchase Agreement or in any way contesting or affecting in any manner whatsoever the corporate existence of the Board, or the titles of its present officials to their respective offices, or restraining or enjoining the issuance and delivery of the Series 2015A Bonds or the exercise by the Board of any of its powers, duties or obligations under the laws of the State of Illinois with respect to any revenues, assets and amounts pledged under the Bond Resolution, including the application of the proceeds of the sale of the Series 2015A Bonds and the payment, collection or application of revenues or other funds pursuant to the Bond Resolution, or the fixing or collection of the rates, charges and revenues pledged to the payment of the Series 2015A Bonds, or the pledge thereof, or the continuation of the System as described in the Bond Resolution, or in any way contesting or affecting any authorization for or the validity or enforceability of the Series 2015A Bonds, the Bond Resolution, or the application of the proceeds of the Series 2015A Bonds or the payment, collection or application of revenues or other funds, or the pledge thereof pursuant to the Bond Resolution, and that none of the proceedings authorizing the issuance of the Series 2015A Bonds have been amended, revoked or rescinded; (F) the execution and delivery of the Series 2015A Bonds, the Bond Resolution, this Bond Purchase Agreement, the Tax Agreement, the Use Agreement, the Master Agreement, the Project Certificate and the Escrow Agreement, and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not conflict with or constitute on the part of the Board a breach of or default under any agreement or other instrument to which the Board is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Board is subject, or any agreement, resolution or other instrument to which the Board is subject or by which it is bound; (G) the Series 2015A Bonds, the Bond Resolution, this Bond Purchase Agreement, the Tax Agreement, the Use Agreement, the Master Agreement, the Project Certificate and the Escrow Agreement have been duly authorized, executed and delivered by the Board and, assuming due authorization, execution and delivery by the other parties thereto, if any, constitute legal, valid and binding agreements of the Board enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and equitable remedies if equitable remedies are sought; and (H) no authorization, approval, consent or other order of the State of Illinois or of any other governmental authority or agency within the State of Illinois, other than the Board, is required for the valid issuance and delivery of the Series 2015A Bonds, the valid authorization, execution and delivery by the Board of the Bond Resolution, this Bond Purchase Agreement, the Tax Agreement, the Use Agreement, the Master Agreement, the Project Certificate and the Escrow Agreement.
(xii) A certificate, dated the date of the Closing, executed by the Chief Executive Officer and Secretary of the Corporation stating that (A) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or, to their knowledge, threatened against or affecting the Corporation, that would adversely affect the Corporation’s ability to complete the transactions described in and contemplated by this Bond Purchase Agreement or in any way contesting or affecting in any manner whatsoever the corporate existence of the Corporation, or the titles of its present officials to their respective offices or the exercise by the Corporation of any of its powers, duties or obligations under the laws of the State of Illinois with respect to any revenues, assets and amounts pledged under the Bond Resolution; (B) the execution and delivery of the Use Agreement, the Master Agreement and the Project Certificate, and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not conflict with or constitute on the part of the Corporation a breach of or default under any agreement or other instrument to which the Corporation is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Corporation is subject, or any agreement, resolution or other instrument to which the Corporation is subject or by which it is bound; (C) the Use Agreement, the Master Agreement and the Project Certificate have been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the other parties thereto, if any, constitute legal, valid and binding agreements of the Corporation enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and equitable remedies if equitable remedies are sought; (D) no authorization, approval, consent or other order of the State of Illinois or of any other governmental authority or agency within the State of Illinois, other than the Corporation, is required for the valid authorization, execution and delivery by the Corporation of the Use Agreement, the Master Agreement and the Project Certificate; (E) there has been no change or threatened change in the tax-exempt status of the Corporation; and (F) the Master Agreement has not been supplemented or amended since April 9, 2014.
(xiii) Such additional legal opinions, certificates, instruments and other documents as the Purchaser or counsel to the Purchaser may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the Board’s representations and warranties contained herein and the due performance or satisfaction by the Board on or prior to the date of the Closing of all the respective agreements then to be performed and conditions then to be satisfied by the Board. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Buyer.
3.2 Each Party Purchaser. If the Board shall make all reasonable efforts be unable to achieve satisfaction satisfy the conditions to the obligations of the Closing Conditions with respect Purchaser to purchase, to accept delivery of and to pay for the regulatory proceduresSeries 2015A Bonds contained in this Bond Purchase Agreement, and government approvals, permits, certificates and registrations required of it, as soon as practicable following or if the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each obligations of the Closing Conditions has been fulfilled (or otherwise waived Purchaser to purchase, to accept delivery of and to pay for the Series 2015A Bonds shall be terminated for any reason permitted by it with respect to this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the requirements applicable to Purchaser nor the other Party). For Board shall be under any further obligation hereunder, except that the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any respective obligations of the Closing Conditions has not been satisfied or waived, as Board and the case may be, Purchaser set forth in accordance with Clause 3.4 by the Long Stop Date, this Agreement Section 8 hereof shall automatically terminate with immediate continue in full force and effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 1 contract
Samples: Bond Purchase Agreement
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein;
(ii) all obligations, covenants and whether agreements of the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory Purchasers required to be performed at or prior to the Buyer.Closing Date shall have been performed; and
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (iii) the delivery by the Purchasers of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and items set forth in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If any b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions has not are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been satisfied or waived, as performed;
(iii) the case may be, in accordance with Clause 3.4 delivery by the Long Stop DateCompany of the items set forth in Section 2.2(a) of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(v) the Company and each of the Purchasers shall have entered into amendment and waiver agreements with respect to outstanding convertible debentures of the Company held by the Purchasers;
(vi) the Company shall have instructed, this Agreement out of the closing proceeds raised hereunder, that $100,000 be paid to HPC Capital Management in connection with services provided by HPC Capital Management;
(vii) the Company shall automatically terminate with immediate effect. Each Party’s further rights have issued 7,500,000 shares of Common Stock to HPC Capital Management, or their designees, for services provided by HPC Capital Management, of which 6,458,063 shares will be delivered at Closing and obligations cease immediately on termination1,041,937 shares will be issued upon obtaining the Stockholder Approval and February 15, but termination does not affect a Party’s accrued rights and obligations at 2007 shall be considered the date of terminationacquisition of such shares for Rule 144 purposes; and
(viii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets 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 each Purchaser, makes it impracticable or inadvisable to purchase the Debentures at the Closing.
Appears in 1 contract
Closing Conditions. 3.1 Closing is conditional a) At the Closing, as a condition to Buyer’s obligations hereunder, Bontems shall deliver or cause to be delivered to:
(i) Buyer, a certificate or certificates for the number of shares of Common Stock set forth opposite the name of Buyer on the satisfaction signature page hereof, duly endorsed in blank with a medallion signature guaranty;
(or waiverii) subject to Section 2.3, Buyer, a certificate for 4,000,000 shares of the following conditions Preferred Stock, duly endorsed in blank with a medallion signature guaranty;
(the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvalsiii) Buyer, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving the Company;
(iv) Buyer, evidence satisfactory that the principals of the Company have acquired all pre-emptive rights of the assets and other restrictions on transfer over liabilities of the Sale Shares conferred on any other personCompany pursuant to the Asset Purchase Agreement;
(v) Buyer, evidence satisfactory that the Registration Statement has been withdrawn pursuant to Rule 477 under the Securities Act.
b) at the Closing, as a condition to Bontems’ obligations hereunder, Buyer shall deliver or cause to be delivered to Bontems the following:
(i) this Agreement duly executed by Buyer; and
3.1.3 (ii) Buyer’s payment for the Buyer having received Shares and Preferred Stock being purchased from the Seller escrow account by wire transfer;
c) at the Closing, as a PRC legal opinioncondition to each party’s obligations hereunder, dated all representations and warranties of each of the parties herein shall remain true and correct in all material respects as of the Closing Date and addressed Date.
d) as of the Closing Date, as a condition to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its ’s obligations hereunder, in form and substance satisfactory there shall have been no Material Adverse Effect (other than pursuant to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions Asset Purchase Agreement) with respect to the regulatory proceduresCompany since the date hereof.
e) from the date hereof to the Closing Date, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue condition to the other Party a written certificate confirming that each of Buyer’s obligations, (i) trading in the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Common Stock shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not have been satisfied or waived, as the case may be, in accordance with Clause 3.4 suspended by the Long Stop DateCommission (except for any suspension of trading of limited duration agreed to by the Company, this Agreement which suspension shall automatically terminate with immediate effect. Each Party’s further rights be terminated prior to Closing); (ii) trading in securities generally 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; and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at (iii) no banking moratorium shall have been declared either by the date of terminationUnited States or New York State authorities.
Appears in 1 contract
Closing Conditions. 3.1 Closing is conditional (a) As a condition to the Subscriber’s obligation to consummate the transactions contemplated hereby, at the Closing, the Company shall have satisfied or the Subscriber shall have waived each of the conditions set forth below:
(i) the shareholders of the Company shall have passed resolutions authorizing the Company’s directors to allot and issue the Subscription Shares in accordance with this Agreement;
(ii) the directors of the Company shall have passed resolutions approving the (a) allotment and issuance of the Subscription Shares to the Subscriber in accordance with this Agreement; (b) lodgement of a return of allotment in respect of the Subscription Shares with the Registrar of Companies and (c) registration of the Subscriber in the electronic register of members of the Company as the holder of Subscription Shares and directing the issue and delivery of share certificate(s) in respect of the Subscription Shares to the Subscriber;
(iii) the Company shall have issued the Subscription Shares to the Subscriber, lodged a return of allotment in respect of the Subscription Shares with the Registrar of Companies and registered the Subscriber in the electronic register of members of the Company as the holder of the Subscription Shares;
(iv) the representations and warranties made by the Company herein shall be true and correct in all material respects on the satisfaction date hereof and on the Closing Date;
(or waiverv) of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed Company shall have performed, satisfied and complied with, in all necessary regulatory procedures material respects, all covenants and having received all agreements required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by this Agreement to be performed by the relevant PRC Approval Authorities), and any such approvals shall not alter Company on or prior to the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other personClosing Date; and
3.1.3 (vi) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or be pending by or before any governmental authority of competent jurisdiction which prohibits the Buyer having received from the Seller a PRC legal opinion, dated as consummation of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions transaction contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any (b) As a condition to the Company’s obligation to consummate the transactions contemplated hereby, at the Closing, the Subscriber shall have satisfied (or the Company shall have waived) each of the conditions set forth below:
(i) the Subscription Price shall have been paid to the Company by the Subscriber by way of telegraphic transfer in immediately available funds to a bank account notified by the Company to the Subscriber;
(ii) provided that the Subscriber is a non-US resident, the Subscriber shall have provided to the Company a copy of the Subscriber’s IRS Form W-8BEN;
(iii) the representations and warranties made by the Subscriber herein shall be true and correct in all material respects on the date hereof and on the Closing Conditions has not been Date;
(iv) the Subscriber shall have performed, satisfied and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed, satisfied or waivedcomplied with by the Subscriber on or prior to the Closing;
(v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement; and
(vi) the Subscriber shall have provided all other material information and taken all other necessary actions reasonably required by the Company to the Company to consummate the transaction contemplated by this Agreement on or prior to the Closing.
(c) Upon receipt of the Subscription Price and subject to the satisfaction or waiver of the other conditions to Closing hereunder, the Company shall issue the Subscription Shares to the Subscriber, lodge a return of allotment in respect of the Subscription Shares with the Register of Companies and register the Subscriber in the electronic register of members of the Company as the case may beholder of the Subscription Shares, and issue and deliver to the Subscriber a share certificate in accordance with Clause 3.4 by respect of the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at Subscription Shares in the date name of terminationthe Subscriber.
Appears in 1 contract
Samples: Share Subscription Agreement (Horizon Fuel Cell Technologies Pte LTD)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein (unless as of a specific date therein, and whether or to the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunderextent they relate to an earlier date, in form which case such representations and substance satisfactory warranties shall have been true and accurate on and as of such earlier date);
(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Buyer.Closing Date shall have been performed;
3.2 Each Party (iii) no statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding, or interpretation shall make all reasonable efforts to achieve satisfaction have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self regulatory organization or the staff of any foregoing, having authority over the matter contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the Closing Conditions with respect to transactions contemplated by this Agreement; and
(iv) the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that delivery by each Purchaser of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision items set forth in Section 2.2(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions has not are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein, or to the extent they relate to an earlier date, in which case such representations and warranties shall have been satisfied true and accurate on and as of such earlier date);
(ii) all obligations, covenants and agreements of the Company required to be performed at or waivedprior to the Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) Socius Capital Group, LLC (“Socius”) shall have converted in its entirety the fourth amended and restated secured convertible promissory note issue on December 8, 2011 and due on January 3, 2012, in the aggregate principal amount of $1,250,000, as evidenced by an irrevocable written conversion notice, which may be subject to the case may be, consummation of the offering of the Securities and in accordance with Clause 3.4 form and substance reasonably satisfactory to the Purchasers executed by Socius and delivered to the Long Stop Company on or prior to the Closing Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.;
Appears in 1 contract
Closing Conditions. 3.1 (a) At each Closing is conditional on (unless otherwise specified below) the satisfaction Company shall deliver or cause to be delivered to each Purchaser the following:
(or waiveri) of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions the Company;
(ii) a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver, on transfer over an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Sale Per Share Purchase Price, registered in the name of such Purchaser;
(iii) within 3 Business Days of the Closing Date, a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 30% of the Shares conferred on any other personto be issued to such Purchaser at the Closing;
(iv) the Registration Rights Agreement duly executed by the Company; and
3.1.3 (v) a legal opinion of Company Counsel, in the Buyer having received from form of Exhibit A attached hereto.
(b) At a Closing, each Purchaser shall deliver or cause to be delivered to the Seller a PRC legal opinion, dated Company the following:
(i) this Agreement duly executed by such Purchaser;
(ii) such Purchaser’s Subscription Amount by wire transfer to the account of the Company as provided to the Purchasers in writing prior to the Closing Date; and
(iii) the Registration Rights Agreement duly executed by such Purchaser.
(c) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date (except for representations and addressed to the Buyerwarranties that speak as of a specific date, in relation to, among other things, the legal capacity which representations and authority warranties must be correct as of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyersuch date).
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (d) As of the Closing Conditions Date, there shall have been no Material Adverse Effect with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following Company since the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”)hereof.
3.3 If(e) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue time prior to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived Date, trading in securities generally as reported by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Bloomberg Financial Markets shall not constitute 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 waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not banking moratorium have been satisfied or waived, as the case may be, in accordance with Clause 3.4 declared either by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of terminationUnited States or New York State authorities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Immune Response Corp)
Closing Conditions. 3.1 Closing is conditional The closing for the purchase and sale of each Mortgage Loan Package shall take place on the respective Closing Date. The closing shall be either by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties may agree. The closing for each Mortgage Loan Package shall be subject to the satisfaction (or waiver) of each of the following conditions precedent:
(the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions a) with respect to the regulatory procedures, Purchaser's obligations to close:
(i) the Company shall have delivered to the Purchaser and government approvals, permits, certificates the Custodian the related Mortgage Loan Schedule and registrations required an electronic data file containing information on a loan-level basis;
(ii) all of it, as soon as practicable following the signing representations and warranties of the Company under this Agreement shall be true and correct as of the related Closing Date (or, with respect to Section 3.02, such other date specified therein) in any event all material respects and no later than April 30default shall have occurred hereunder which, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller with notice or the Buyer becomes aware passage of a fact time or circumstance that might prevent any Closing Condition both, would constitute an Event of Default hereunder;
(iii) the Purchaser and its counsel shall have received an opinion from being satisfiedthe Company's counsel, it shall immediately inform substantially in the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each form of the Closing Conditions has been fulfilled Exhibit G attached hereto (or otherwise waived by it with respect to the requirements applicable initial closing only);
(iv) the Purchaser shall have received from the Custodian an initial certification with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans;
(v) the Purchaser shall have received originals of the related Memorandum of Sale, the related Purchase Price and Terms Letter and a funding memorandum setting forth the Purchase Price(s), and the accrued interest thereon, for the Mortgage Loan Package, in each case executed on behalf of the Company;
(vi) no Material Adverse Change or Market Change Event shall have occurred since the date of the Purchase Price and Terms Letter;
(vii) all other terms and conditions of this Agreement, the related Memorandum of Sale and the related Purchase Price and Terms Letter to be satisfied by the company shall have been complied with in all material respects; and
(b) with respect to the other PartyCompany's obligations to close:
(i) the Company shall have received a copy of the initial certification of the Custodian with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans;
(ii) the Company has received originals of the related Memorandum of Sale, the related Purchase Price and Terms Letter and a funding memorandum setting forth the Purchase Price(s), and accrued interest thereon, for the Mortgage Loan Package, in each case executed on behalf of the Purchaser; and
(iii) all terms and conditions of this Agreement, the related Memorandum of Sale and the related Purchase Price and Terms Letter to be satisfied by the Purchaser shall have been materially complied with. For Upon satisfaction of the avoidance of doubtforegoing conditions, the Purchaser shall pay to the Company on such written confirmation shall not constitute a waiver of any right or remedy Closing Date the Purchase Price for a breach of any provision the related Mortgage Loan Package, including accrued interest pursuant to Section 2.01 of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 1 contract
Samples: Flow Sale and Servicing Agreement (Luminent Mortgage Trust 2006-6)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waiver) 8.1 The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter Buyer to carry out the terms of this Agreement and to complete the Transaction is subject to the satisfaction of, or compliance with, at or before the Closing, each of the following conditions precedents. Completion of the Closing by Buyer will be deemed to mean a waiver of all conditions to Closing set out below:
(a) satisfactory completion of due diligence by Buyer on ADCO’s business, ADCO Assets, operations, financial position, financial performance, review and approval of all applicable Schedules including the Disclosure Schedules, and any further matters relevant to Buyer, in any material respecteach case to the satisfaction of Buyer;
3.1.2 (b) Xx. Xxxxxxx and Xx. Xxxxxxx will have agreed to enter into the Management Contracts on the terms and conditions satisfactory to Buyer;
(c) each and all of the Shareholders will have acknowledged their consent to be bound by the terms of this Agreement by execution of their respective Shareholder Certificate and delivered same to Buyer having received from on or before the Seller a waiver duly executed Closing Date, unless such date is extended by CNC Group waiving all pre-emptive rights Buyer by written notice delivered to ADCO;
(d) the warranties and other restrictions on transfer over representations of each of the Sale Shares conferred on any other person; and
3.1.3 Shareholders as set forth in their respective Shareholder Certificates, as will or may be qualified by the Buyer having received from the Seller a PRC legal opinionDisclosure Schedule, dated will be true and correct in every Material aspect as of the Closing Date Date;
(e) the warranties and addressed to the Buyer, representations of ADCO as set forth in relation to, among other things, the legal capacity and authority section 5.1 of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether as will or may be qualified by the Seller has Disclosure Schedule, will be true and correct in every Material aspect as of the Closing Date;
(f) ADCO and the Shareholders will have performed and complied with all of their respective obligations, covenants and agreements hereunder in all Material respects;
(g) this Agreement, the Transaction Documents and all other documents necessary or reasonably required to be executed and delivered by ADCO and the Shareholders in order to consummate the Transaction, all in form and substance reasonably satisfactory to Buyer, will have been executed and delivered to Buyer;
(h) the Buyer Common Shares, including without limitation, the Consideration Shares will have been approved for listing on the Exchange;
(i) all consents, renunciations, authorizations or approvals of third parties, which, in Buyer’s reasonable opinion must be obtained all prior to the approvals from Closing in order to give effect to the Transaction, will have been obtained to Buyer’s satisfaction or in accordance with the relevant PRC Approval Authorities agreements, covenants or Applicable Laws;
(j) the ADCO Securities and Holdco Securities will not be subject to any cease trade order and no injunction or restraining Order of any Governmental Body of competent jurisdiction will be in effect prohibiting the Transaction and no action or proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction;
(k) no claim will have been asserted or made that any person (other than Buyer or the Shareholders) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the ADCO Securities and Holdco Securities, or any other voting, equity, or ownership interest in, ADCO or Holdco, or (other than the Shareholders) is entitled to all or any portion of the Consideration Shares;
(l) no Material Adverse Effect will have occurred with respect to ADCO and Holdco;
(m) as at the Closing Date, the ADCO Contracts will be in good standing, and in full force and effect, except as may be set forth in the Disclosure Schedule;
(n) Consent of Premier Bank of the ADCO LOC in connection with the completion acquisition of ADCO as contemplated herein;
(o) Buyer will have received from ADCO, Holdco and/or the Acquisition, and whether Shareholders the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, documents set out in form and substance section 9.1 below; and
(p) The ADCO or the Shareholders shall have delivered evidence reasonably satisfactory to the BuyerBuyer that Step 1 of the Restructuring has been completed.
3.2 Each Party shall make all reasonable efforts 8.2 The conditions set forth in section 8.1 above are for the exclusive benefit of Buyer and, subject to achieve satisfaction of section 12.2, unless satisfied or waived by Buyer in writing in whole or in part at any time on or before the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop DateDeadline, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights will be terminated and the Parties will be released from their obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.under this Agreement without any liability to each other except as stated in section
Appears in 1 contract
Samples: Securities Exchange Agreement
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with the Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(the “Closing Conditions”):
3.1.1 the Parties having completed i) all necessary regulatory procedures representations and having received all required government approvals, permits, certificates and completed all required registrations for the purpose warranties of the Acquisition (including without limitation all necessary approvals Purchaser contained herein were true and registrations by correct on the relevant PRC Approval Authorities), date hereof and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights remain true and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated correct as of the Closing Date Date, except that those representations and addressed warranties that address matters only as of a particular date shall remain true and correct as of such date;
(ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Buyer, Closing Date shall have been performed;
(iii) the Purchaser shall have delivered the Subscription Amount in relation to, among other things, the legal capacity and authority accordance with Section 2.2(b) of the Seller in entering into this Agreement and performing Agreement; and
(iv) the transactions contemplated under this Agreementin each of those other Securities Purchase Agreements between the Company and the purchasers named therein, whether each dated the Seller has obtained all date hereof and each containing terms and conditions substantially similar to the approvals from terms and conditions hereof, shall be consummated prior to, simultaneous with or immediately following the relevant PRC Approval Authorities transactions contemplated hereby.
(b) The obligations of the Purchaser hereunder in connection with the completion Closing are subject to the following conditions being met or waived in writing by the Purchaser:
(i) all representations and warranties of the Acquisition, Company contained herein were true and whether correct on the Seller has duly completed all necessary procedures date hereof and obtained all necessary internal approvals remain true and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction correct as of the Closing Conditions Date, except that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the Company shall have delivered the items set forth in Section 2.2(a) of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the regulatory proceduresCompany since the date hereof;
(v) the Prospectus Supplement shall have been filed with the Commission and the Registration Statement shall be effective and available for the issuance and sale of the Shares hereunder;
(vi) RBC shall have received signed letters from Pxxxxxx Xxxx Xxxxxxx of Texas, P.C. (“PKF”) addressed to RBC and government approvals, permits, certificates the Board of Directors of the Company confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and registrations required of it, as soon as practicable following the signing of this Agreement rules and in any event no later than April 30, 2008 or such later date as the Parties may agree regulations promulgated thereunder (the “Long Stop DateRules”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the ) and containing such other Party statements and information as is ordinarily included in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it accountants’ “comfort letters” with respect to the requirements applicable financial statements and certain financial and statistical information contained in the Registration Statement and the Prospectus Supplement;
(vii) no order preventing or suspending the use of any prospectus or the Prospectus Supplement shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the prospectus or the Prospectus Supplement or otherwise) shall have been complied with to the other Party). For satisfaction of the avoidance of doubtCommission and the Purchaser; and
(viii) from the date hereof to the Closing Date, such written confirmation trading in the Common Stock shall not constitute have been suspended by the Commission and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a waiver 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 any right or remedy for a breach hostilities involving the United States of any provision of this Agreement.
3.5 If any America which, in each case, in the reasonable judgment of the Closing Conditions has not been satisfied or waivedPurchaser, as makes it impracticable to purchase the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations Shares at the date of terminationClosing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Carrizo Oil & Gas Inc)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with the Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “accuracy in all material respects when made and on the Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures Date (as if made on and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date Date) of the representations and addressed warranties of the Purchasers contained herein;
(ii) all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Buyer, in relation to, among other things, Closing Date shall have been performed;
(iii) the legal capacity and authority delivery by the Purchasers of the Seller items set forth in entering into this Agreement and performing the transactions contemplated under Section 2.2(b) of this Agreement, whether ; and
(iv) the Seller has obtained aggregate Closing Payments divided by the total number of Shares to be issued to all the approvals from Purchasers shall equal or exceed that amount of U.S. Dollars equivalent to (euro)4.50 (based on the relevant PRC Approval Authorities US$/(euro) exchange rate in effect as of the Closing Date).
(b) The respective obligations of the Purchasers hereunder in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory Closing are subject to the Buyer.following conditions being met:
3.2 Each Party shall make (i) the accuracy in all reasonable efforts to achieve satisfaction material respects when made and on the Closing Date (as if made on and as of the Closing Conditions Date) of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the regulatory proceduresCompany since the date hereof;
(v) the aggregate Closing Payments divided by the total number of shares to be issued to all Purchasers shall equal or exceed that amount of U.S. Dollars equivalent to (euro)4.50 (based on the US$/(euro) exchange rate in effect as of the Closing Date); and
(vi) from the date hereof to the Closing Date, and government approvalstrading in the ADSs shall not have been suspended by the Commission or the Trading Market (except for any suspension of trading of limited duration agreed to by the Company, permitswhich suspension shall be terminated prior to the Closing), certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 Ifand, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue time prior to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived Date, trading in securities generally as reported by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Bloomberg Financial Markets shall not constitute 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 waiver 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 right or remedy for a breach of material adverse change in, any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may befinancial market which, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Shares at the date of terminationClosing.
Appears in 1 contract
Closing Conditions. 3.1 Closing is conditional The closing for the purchase and sale of each Mortgage Loan Package shall take place on the respective Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person, at such place as the parties may agree. The closing for each Mortgage Loan Package shall be subject to the satisfaction (or waiver) of each of the following conditions conditions:
(a) with respect to the “Closing Conditions”):Purchaser’s obligations to close:
3.1.1 (i) the Parties having completed Seller shall have delivered to the Purchaser and the Custodian the related Mortgage Loan Schedule and an electronic data file containing information on a loan-level basis;
(ii) all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals representations and registrations by warranties of the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of Seller under this Agreement shall be true and correct as of the related Closing Date (or such other date specified herein) in any all material respectrespects;
3.1.2 (iii) the Buyer having Purchaser and its counsel shall have received an opinion from the Seller’s counsel, substantially in the form of Exhibit G attached hereto (with respect to the initial closing only);
(iv) the Purchaser shall have received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as Custodian an initial certification with respect to its receipt of the Closing Date and addressed to Mortgage Loan Documents for the Buyerrelated Mortgage Loans, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, which certification shall be in form and substance satisfactory acceptable to the Buyer.Purchaser;
3.2 Each Party (v) the Purchaser shall make all reasonable efforts to achieve satisfaction have received originals of the Closing Conditions related Memorandum of Sale, the related Trade Confirmation and a funding memorandum setting forth the Purchase Price(s), and the accrued interest thereon, for the Mortgage Loan Package, in each case executed on behalf of the Seller;
(vi) no Material Adverse Change or Market Change Event shall have occurred since the date of the Trade Confirmation; and
(vii) all other terms and conditions of this Agreement, the related Memorandum of Sale and the related Trade Confirmation to be satisfied by the Seller shall have been complied with in all material respects; and
(b) with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree Seller’s obligations to close:
(the “Long Stop Date”).
3.3 If, at any time, i) the Seller or the Buyer becomes aware of shall have received a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each copy of the Closing Conditions has been fulfilled (or otherwise waived by it initial certification of the Custodian with respect to its receipt of the requirements applicable Mortgage Loan Documents for the related Mortgage Loans;
(ii) the Seller has received originals of the related Memorandum of Sale, the related Trade Confirmation and a funding memorandum setting forth the Purchase Price(s), and accrued interest thereon, for the Mortgage Loan Package, in each case executed on behalf of the Purchaser; and
(iii) all terms and conditions of this Agreement, the related Memorandum of Sale and the related Trade Confirmation to be satisfied by the Purchaser shall have been materially complied with. Upon satisfaction of the foregoing conditions, the Purchaser shall pay to the other Party). For Seller on such Closing Date the avoidance of doubtPurchase Price for the related Mortgage Loan Package, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision including accrued interest pursuant to Section 2.01 of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Am1)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with the Closing is conditional are subject to the following conditions being met or waived by the Company at or prior to the Closing, provided, however, that the Company may not rely on the satisfaction (or waiver) failure of any of the following conditions in this Section 2.5(a) to be satisfied if such failure was caused by the Company's failure to act in good faith or to use best efforts to cause the Closing to occur, as required by Section 4.2:
(i) the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose approval of the Acquisition (including without limitation all necessary approvals and registrations sale by the relevant PRC Approval Authorities), and any such approvals shall not alter Company of the terms Securities to Purchaser as contemplated hereby by affirmative vote (by a majority of this Agreement in any material respectvotes cast) by the holders of shares of Common Stock;
3.1.2 (ii) there is no order, litigation, injunction, administrative stop order or other legal restraint pending against the Buyer having received from Company at the Seller a waiver duly executed Closing Date that would limit or prohibit the Closing of the transactions contemplated by CNC Group waiving this Agreement;
(iii) the accuracy in all pre-emptive rights material respects on the Closing Date of the representations and other restrictions on transfer over warranties of the Sale Shares conferred on any other personPurchaser contained herein as though made as of such time, except to the extent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and
3.1.3 the Buyer having received from the Seller a PRC legal opinion(iv) all obligations, dated as covenants and agreements of Purchaser required to be performed at or prior to the Closing Date and addressed pursuant to the Buyer, terms hereof shall have been performed in relation to, among other things, the legal capacity and authority all material respects.
(b) The respective obligations of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Purchaser hereunder in connection with the completion Closing are subject to the following conditions being met or waived by Purchaser at or prior to the Closing, provided, however, that Purchaser may not rely on the failure of any of the Acquisitionfollowing conditions in this Section 2.5(b) to be satisfied if such failure was caused by Purchaser's failure to act in good faith or to use best efforts to cause the Closing to occur, as required by Section 4.2:
(i) the accuracy on the Closing Date of the representations and whether warranties of the Seller has duly completed all necessary procedures Company contained herein as though made as of such time, except to the extent that such representations and obtained all necessary internal approvals warranties expressly relate to an earlier date (in which case such representations and third party consents for entering into this Agreement warranties shall be true and performing its obligations hereundercorrect as of such earlier date), in form each case except for inaccuracies or breaches as to matters that, individually or in the aggregate, would not have a Material Adverse Effect;
(ii) all obligations, covenants and substance satisfactory agreements of the Company required to be performed at or prior to the Buyer.Closing Date pursuant to the terms hereof shall have been performed in all material respects; and
3.2 Each Party (iii) there shall make all reasonable efforts to achieve satisfaction of the Closing Conditions have been no Material Adverse Effect (as defined in Section 3.1 below) with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at Company since the date of terminationhereof.
Appears in 1 contract
Samples: Security Purchase and Tender Offer Agreement (General Employment Enterprises Inc)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with a Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “accuracy in all material respects on the Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition representations and warranties of the Purchasers contained herein (including without limitation unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all necessary approvals obligations, covenants and registrations agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by each Purchaser of the relevant PRC Approval Authorities), and any such approvals shall not alter the terms items set forth in Section 2.32.3(a)(vi) of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other personAgreement; and
3.1.3 (iv) the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed Company shall have obtained all third party consents necessary to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering enter into this Agreement and performing consummate the transactions contemplated under this Agreement, whether hereby.
(b) The respective obligations of the Seller has obtained all the approvals from the relevant PRC Approval Authorities Purchasers hereunder in connection with a Closing are subject to the completion following conditions being met:
(i) the accuracy in all material respects when made and on such Closing Date of the Acquisitionrepresentations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and whether agreements of the Seller has duly completed all necessary procedures and Company required to be performed at or prior to such Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.3 of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(v) the Company shall have obtained all necessary internal approvals and third party consents for entering necessary to enter into this Agreement and performing its obligations hereunderconsummate the transactions contemplated hereby;
(vi) the Purchasers shall have been provided with evidence, in form and substance reasonably satisfactory to them, that the Buyer.Company’s outstanding obligations under the Debentures shall have been fully satisfied, whether by the conversion into shares of Common Stock or otherwise;
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (vii) the Minimum Offering Amount of the Closing Conditions with respect Shares shall have been sold at the Purchase Price; and
(viii) from the date hereof to the regulatory proceduresClosing Date, and government approvals, permits, certificates and registrations required of it, as soon as practicable following trading in the signing of this Agreement and in any event no later than April 30, 2008 Common Stock shall not have been suspended by the Commission or such later date as the Parties may agree (the “Long Stop Date”).
3.3 IfCompany’s principal Trading Market and, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue time prior to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived Date, trading in securities generally as reported by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Bloomberg L.P. shall not constitute 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 waiver 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 right or remedy for a breach of material adverse change in, any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may befinancial market which, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of such Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Shares at the date of terminationClosing.
Appears in 1 contract
Closing Conditions. 3.1 Closing is conditional The closing for the purchase and sale of each Mortgage Loan Package shall take place on the respective Closing Date. The Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person, at such place as the parties may agree. The closing for each Mortgage Loan Package shall be subject to the satisfaction (or waiver) of each of the following conditions conditions:
(a) the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals Company shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed have delivered to the Buyer, in relation to, among other things, Purchaser the legal capacity related Mortgage Loan Schedule and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunderan electronic data file, in form and substance satisfactory acceptable to the Buyer.parties hereto, containing information on a loan-level basis;
3.2 Each Party shall make (b) all reasonable efforts to achieve satisfaction of the representations and warranties of the Company under this Agreement shall be true and correct as of the related Closing Conditions Date (or, with respect to Section 3.03, such other date specified therein) in all material respects and no default shall have occurred hereunder which, with notice or the passage of time or both, would constitute an Event of Default hereunder;
(c) the Purchaser and its counsel shall have received an opinion from the Company’s counsel, substantially in the form of Exhibit E attached hereto (with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following initial closing only);
(d) the signing of this Agreement and in any event no later than April 30, 2008 or such later date as Purchaser shall have received from the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of Custodian a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it certification with respect to its receipt of the requirements Mortgage Loan Documents for the related Mortgage Loans;
(e) the Purchaser shall have received originals of the related Memorandum of Sale, the related Purchase Price and Terms Letter and a funding memorandum setting forth the Purchase Price(s), and the accrued interest thereon, for the related Mortgage Loan Package, in each case executed on behalf of the Company and the related Sellers; and
(f) all other terms and conditions of this Agreement, the related Memorandum of Sale and the related Purchase Price and Terms Letter required to be satisfied on or before the applicable Closing Date by the Company and the related Sellers shall have been complied with in all material respects. Upon satisfaction of the foregoing conditions, the Purchaser shall pay to the other Party). For Company on behalf of the avoidance of doubtrelated Sellers on such Closing Date the Purchase Price for the related Mortgage Loan Package, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision including accrued interest pursuant to Section 2.01 of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 1 contract
Samples: Flow Sale and Servicing Agreement (ABFC 2006-Opt2 Trust)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein;
(ii) all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Closing Date shall have been performed; and
(iii) the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the Company and its shareholders shall have approved an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of Common Stock to 500,000,000 shares;
(iv) the holders of the Company’s Series A and Series B Preferred Shares (and any warrants to purchase shares of Common Stock issued in connection with the Series A or Series B Preferred Share transactions) shall have executed and delivered a consent agreement in the form of Exhibit G attached hereto, which agreement shall be in form and substance satisfactory to the Purchasers, and whether the Seller has duly completed Company shall have filed an Amended and Restated Articles of Incorporation, in the form attached thereto (which amendment shall also reflect the share increase described in Section 2.3(b)(iii)) with the Secretary of State of Nevada with respect thereto, and shall have delivered evidence of such filings to the Purchasers;
(v) receipt of all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunderBridge Release Documentation, in form and substance satisfactory to the Buyer.Purchasers;
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (vi) delivery by the Company of the Closing Conditions items set forth in Section 2.2(a) of this Agreement;
(vii) the Company shall have obtained aggregate Subscription Amounts of at least $7 million;
(viii) there shall have been no Material Adverse Effect with respect to the regulatory proceduresCompany since the date hereof; and
(ix) from the date hereof to the Closing Date, and government approvalstrading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, permitswhich suspension shall be terminated prior to the Closing), certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 Ifand, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue time prior to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived Date, trading in securities generally as reported by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Bloomberg L.P. shall not constitute 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 waiver 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 right or remedy for a breach of material adverse change in, any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may befinancial market which, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Debentures at the date of terminationClosing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Celsia Technologies, Inc.)
Closing Conditions. 3.1 Closing is conditional The obligations of the parties hereto to consummate the closing under Section 2 of this Agreement are subject to the fulfillment on or prior to the satisfaction (or waiver) closing of the following conditions conditions:
(a) The parties shall have executed and delivered an Amended and Restated Shareholders Agreement of I-Mab Cayman in the “form attached hereto as Exhibit G.
(b) The parties shall have executed and delivered a Shareholders Agreement of Tasgen to establish certain respective rights and obligations of Tasly, I-Mab HK and the then existing shareholders of I-Mab Cayman in the form attached hereto as Exhibit H.
(c) The Restated JV Contract and the Restated Articles of Association of Tasgen to reflect the Tasgen Transfer and Tasgen Capital Increase shall have been unanimously adopted by the existing board of directors of Tasgen and I-Mab HK to read as set forth in the form attached hereto as Exhibit I.
(d) The Second Amended and Restated Memorandum and Articles of Association of I-Mab Cayman shall have been unanimously adopted by the existing shareholders and filed with the Registrar of Companies of the Cayman Islands to read as set forth in the form attached hereto as Exhibit J.
(e) The Tasgen Transfer, the Tasgen Capital Increase and the Restated JV Contract and the Restated Articles of Association of Tasgen shall have been duly registered and filed with the relevant PRC government authorities.
(f) The change of the sole shareholder of I-Mab WFOE from I-Mab HK to Tasgen shall have been duly registered and filed with the relevant PRC government authorities.
(g) the representations and warranties contained in Section 5 of this Agreement shall be true on and as of the Closing Conditions”):with the same effect as though such representations and warranties had been made on and as of the Closing.
3.1.1 (h) The investment committee of each of the Parties having Tasgen Shareholders (if any) shall have approved the purchase of the Series A-3 Preferred Shares contemplated hereunder.
(i) Tasgen Shareholders shall have completed and be satisfied with the results of all necessary regulatory procedures business, legal and having financial due diligence and any items requiring correction identified by Tasgen Shareholders shall have been corrected to Tasgen Shareholders’ satisfaction. Without limiting the foregoing, Tasgen Shareholders shall have received from I-Mab Cayman or the relevant I-Mab Group Company, as applicable, all required government approvals, permits, certificates documents and completed all required registrations other materials requested by Tasgen Shareholders for the purpose of examining and confirming (i) the Acquisition (including without limitation all necessary approvals rights of any I-Mab Group Company with respect to its businesses as now conducted and registrations by proposed to be conducted and the relevant PRC Approval Authorities)status of such rights shall be satisfactory to each Investor in its sole discretion, and any such approvals shall not alter (ii) the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving compliance with all pre-emptive rights applicable tax reporting and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated payment requirements as of the Closing Date and addressed by the I-Mab Group Companies.
(j) The amendment to the BuyerIntellectual Property Assignment and License Agreement entered into between Genexine and Tasgen dated October 15th, in relation to, among other things, the legal capacity 2015 shall have been agreed by and authority of the Seller in entering entered into this Agreement between Genexine and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the BuyerTasgen.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 1 contract
Samples: Framework Agreement (I-Mab)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with each Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “accuracy in all material respects when made and on such Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition (including without limitation all necessary approvals representations and registrations by warranties of the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respectPurchasers contained herein;
3.1.2 (ii) all obligations, covenants and agreements of the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other personPurchasers required to be performed at or prior to such Closing Date shall have been performed; and
3.1.3 (iii) the Buyer having received from delivery by the Seller a PRC legal opinion, dated as Purchasers of the Closing Date and addressed to the Buyer, items set forth in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.02(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with each Closing Conditions has are subject to the following conditions being met:
(i) the accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to such Closing Date shall have been performed;
(iii) at least $8,010,000 shall have been received by the Escrow Agent from Purchasers in connection with the purchase of Shares and Warrants pursuant to this Agreement prior to the Initial Closing;
(iv) the delivery by the Company of the items set forth in Section 2.02(a) of this Agreement;
(v) the delivery by the Company to the Placement Agent of the Make Good Escrow Agreement, duly executed by the Company, the escrow agent signatory thereto and each of the stockholders signatory;
(vi) the delivery by the stockholders party to the Make Good Escrow Agreement to the escrow agent identified in such agreement of the Make Good Shares, duly endorsed in blank with Medallion Guarantee, or its equivalent, affixed to each applicable certificate representing the Make Good Shares;
(vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(viii) from the date hereof to such Closing Date, trading in the Common Stock shall not have been satisfied suspended by the Commission or waivedthe 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 such Closing), and, at any time prior to such 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 case may beUnited 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 that, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Shares at the date of terminationsuch Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (China Clean Energy Inc)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein;
(ii) all obligations, covenants and whether agreements of the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory Purchasers required to be performed hereunder at or prior to the Buyer.Closing Date shall have been performed; and
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (iii) the delivery by the Purchasers of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and items set forth in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions has are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed hereunder at or prior to the Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) the Company shall have received subscriptions for at least 28,000 shares of Preferred Stock;
(v) the Company shall have obtained all Required Approvals, and there shall be no injunction issued or suit pending which seeks to enjoin either the transactions contemplated hereby or the Terra Nova Acquisition;
(vi) The execution and delivery of each of the Transaction Documents by the Company and any Subsidiary and the consummation by it of the transactions contemplated thereby do not violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or U.S. state or federal or foreign governmental agency or authority, or self-regulatory organization (any, a "Governmental Authority"), including without limitation the Financial Services Authority, the Securities and Exchange Commission, the Commodities Futures Trading Commission, the NASD and the National Futures Association, applicable to the Company; (iii) require from the Company or any Subsidiary any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except as set forth in Schedule 2.3(b)(vi);
(vii) Simultaneously with the Closing, the Company shall have consummated the Terra Nova Acquisition;
(viii) there shall have been satisfied no Material Adverse Effect with respect to the Company since the date hereof; and
(ix) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or waivedthe 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 Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets 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 case may beUnited 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 accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Shares at the date of terminationClosing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rush Financial Technologies Inc)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with each Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “Closing Conditions”):
3.1.1 the Parties having completed accuracy in all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions respects on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date of the representations and addressed warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Buyer, in relation to, among other things, applicable Closing Date shall have been performed;
(iii) the legal capacity and authority delivery by each Purchaser of the Seller items set forth in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions Section 2.2(c) (with respect to the regulatory procedures, First Closing) and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree Section 2.2(d) (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Second Closing) of this Agreement;
(iv) prior to the Second Closing only, the Stockholder Agreement, reasonably acceptable to the Company, shall have been executed and be binding on the parties thereto.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with each Closing Conditions has are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) (with respect to the First Closing) and Section 2.2(b) (with respect to the Second Closing) of this Agreement;
(iv) the Company shall have delivered payoff letters from all holders of Existing Secured Indebtedness with respect to the repayment of such indebtedness and the release of liens securing such indebtedness, and copies of all UCC-3 termination statements with respect to the release of liens securing such indebtedness;
(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been satisfied suspended by the Commission or waivedthe Company’s principal Trading Market, and, at any time prior to the 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 case may beUnited 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 accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of such Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Securities at the date Closing;
(vii) prior to the Second Closing only, the Board of terminationDirectors shall consist of 6 members as follows: Xxxxxxx Xxxxxxxx, who shall also serve as Chairman of the Board, Xxxxxxx X. Xxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxx, Xxxxx Xxxxx and Xxxxx Xxxxxxx.
(viii) prior to the Second Closing only, the Stockholder Agreement, reasonably acceptable to Tengram, shall have been executed and binding on the parties thereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Peoples Liberation Inc)
Closing Conditions. 3.1 11.1 The Underwriters’ obligation to purchase the Units at the Closing is conditional Time on the satisfaction (or waiver) Closing Date shall be subject to the following conditions, which conditions are for the sole benefit of the Underwriters and may be waived, in writing, in whole or in part by the Underwriters in their sole discretion:
(a) the Underwriters shall have received at the Closing Time the following::
(i) favourable legal opinions, dated the Closing Date, addressed to the Underwriters and to their counsel, in form and substance satisfactory to theUnderwriters and their counsel, acting reasonably from the Company’s counsel, DuMoulin Black LLP, and such local counsel in such Qualifying Jurisdictions where the Company’s counsel is not qualified to practice law as are acceptable to the Underwriters’ counsel, and all of such counsel may rely upon, only as to matters of fact, certificates of public officials and officers of the Company, and letters from stock exchange representatives and transfer agents, with respect to the following conditions matters:
(A) the Company is a corporation existing under the Business Corporations Act (British Columbia) and has all requisite corporate power, capacity and authority to carry on its business and to own, lease and operate its property and assets and to execute, deliver and perform its obligations under this Agreement and the Warrant Indenture, including to offer, issue, sell and deliver the Units, the Option Units and the Warrant Shares and to grant the Over- Allotment Option;
(B) the Company is a “Closing Conditionsreporting issuer”):, or its equivalent, in each of theQualifying Jurisdictions and it is not listed as in default of Canadian Securities Laws in any of the Qualifying Jurisdictions which maintain such a list;
3.1.1 (C) as to the Parties having completed authorized share capital of the Company, and as to the number of issued and outstanding shares in the capital of the Company;
(D) the Common Shares partially comprising the Units have been duly authorized and issued and upon receipt by the Company of payment therefor by the Underwriters as provided by this Agreement will be validly issued and outstanding as fully-paid and non-assessable Common Shares in the capital of the Company, and the Common Shares partially comprising the Option Units have been duly authorized, reserved and allotted for issuance and, upon receipt by the Company of payment therefor by the Underwriters as provided by this Agreement, will be validly issued and outstanding as fully paid and non-assessable Common Shares in the capital of the Company;
(E) the Warrants have been validly created and issued by the Company;
(F) the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof and receipt by the Company of payment therefor, will be validly issued as fully paid and non-assessable Common Shares in the capital of the Company;
(G) that all necessary regulatory procedures corporate action has been taken by the Company to authorize the execution and having received delivery of each of the Preliminary Prospectus and the Final Prospectus and the filing thereof with the Securities Commissions under the Canadian Securities Laws in each of the Qualifying Jurisdictions;
(H) that all required government necessary corporate action has been taken by the Company to authorize the execution and delivery of each of this Agreement and the Warrant Indenture and the performance of the Company’s obligations hereunder and thereunder, including to offer, issue, sell and deliver the Units, the Option Units and the Warrant Shares, and this Agreement and the Warrant Indenture has each been duly authorized, executed and delivered by the Company, and constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to customary qualification for enforceability;
(I) that the execution and delivery of this Agreement and the Warrant Indenture by the Company and the performance of the Company’s obligations hereunder and thereunder, including to offer, issue, sell and deliver the Units, the Option Units and the Warrant Shares and to grant the Over-Allotment Option, do not and will not contravene, or constitute a default under, or result in a breach or violation of, and do not and will not create a state of facts which, after notice or lapse of time or both, will contravene, constitute a default under, or result in a breach or violation of:
(I) any of the terms, conditions or provisions of the constating documents or articles of the Company; or
(II) any provisions of applicable Laws of British Columbia or of Canada applicable therein; or
(J) that the attributes of the Offered Securities and the Warrant Shares conform in all material respects with the descriptions thereof in the Final Prospectus;
(K) the form of definitive certificates representing the Common Shares and the Warrants have been duly approved and adopted by the Company and comply with applicable Law, the constating documents and articles of the Company;
(L) that the Common Shares and Warrants partially comprising the Units and Option Units and the Warrant Shares issuable upon the exercise of the Warrants have been conditionally approved for listing on the TSXV, subject only to customary and standard post- closing conditions imposed by the TSXV in similar circumstances;
(M) as to the accuracy of the statements under “Eligibility for Investment” in the Final Prospectus, subject to the assumptions, qualifications, limitations and restrictions set out therein;
(N) Computershare Investor Services Inc., at its principal office in the City of Vancouver has been duly appointed as the transfer agent and registrar for the Common Shares and Computershare Trust Company of Canada has been duly appointed as warrant agent in respect of the Warrants;
(O) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits, certificates consents and completed all required registrations for the purpose authorizations of the Acquisition (including without limitation all necessary approvals and registrations Securities Commissions required under Canadian Securities Laws have been obtained, in each case by the Company, to qualify the Distribution of the Offered Securities and the Over-Allotment Option in each of the Qualifying Jurisdictions through investment dealers or brokers duly registered in such categories under the applicable Laws of the Qualifying Jurisdictions who have complied with the relevant PRC Approval Authorities), and any provisions of such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other personapplicable Laws; and
3.1.3 (P) that the Buyer having received issuance of the Warrant Shares issuable upon exercise of the Warrants is exempt from the Seller prospectus requirements of applicable Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under applicable Canadian Securities Laws to permit such issuance;
(ii) if any Units are sold to, or for the account or benefit of, persons in jurisdictions other than the Qualifying Jurisdictions, a PRC favourable legal opinion, dated as of the Closing Date and Date, addressed to the Buyer, in relation to, among other things, the legal capacity Underwriters and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunderto their counsel, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of Underwriters and their counsel, acting reasonably, from the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and Company’s counsel in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.jurisdictions;
Appears in 1 contract
Samples: Underwriting Agreement (Invictus MD Strategies Corp.)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder to effect the Initial Closing is conditional on are, unless waived by the satisfaction (or waiver) of Purchaser, subject to the following conditions being met:
(i) the “accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Initial Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition representations and warranties of the Purchasers contained herein (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authoritiesunless as of a specific date therein in which case they shall be accurate as of such date), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other personInitial Closing Date shall have been performed; and
3.1.3 (iii) the Buyer having received from the Seller a PRC legal opinion, dated as delivery by each Purchaser of the Closing Date and addressed to the Buyer, items set forth in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If (b) The respective obligations of a Purchaser hereunder to effect the Initial Closing, unless waived by such Purchaser, are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Initial Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Initial Closing Conditions has Date shall have been performed;
(iii) the Company shall have received executed signature pages to this Agreement with an aggregate Subscription Amount of $540,000 prior to the Initial Closing;
(iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(v) there shall have been no Material Adverse Effect with respect to the Company or the occurrence of an Event of Default, or an event which, to the knowledge of the Company, with the giving of notice or the passage of time could become an Event of Default (as defined in the Note) unless waived by the Purchaser with respect to an Initial Closing, since the date hereof;
(vi) the Required Approvals have been obtained; and
(vii) from the date hereof to the Initial Closing Date, trading in the Common Stock shall not have been satisfied suspended by any regulatory authority or waivedthe Company’s principal Trading Market, and, at any time prior to the Initial 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 case may beCanadian, 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 accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of such Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Securities at the date of terminationInitial Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Petroteq Energy Inc.)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder to effect the Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition representations and warranties of the Purchasers contained herein (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authoritiesunless as of a specific date therein in which case they shall be accurate as of such date), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other personClosing Date shall have been performed; and
3.1.3 (iii) the Buyer having received from the Seller a PRC legal opinion, dated as delivery by each Purchaser of the Closing Date and addressed to the Buyer, items set forth in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision Section 2.2(b) of this Agreement.
3.5 If (b) The respective obligations of a Purchaser hereunder to effect the Closing unless waived by such Purchaser, are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Conditions has not Date shall have been satisfied or waivedperformed;
(iii) the Escrow Agent shall have received executed signature pages to this Agreement with an aggregate Subscription Amount of $525,000 prior to the Closing;
(iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(vi) The filing with the Secretary of State of Delaware of the Amended Certificate of Designation of Preferences, as the case may beRights and Limitations of Series B Convertible Preferred Stock, in accordance with Clause 3.4 the form annexed hereto as Exhibit A.
(vii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Long Stop Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, this Agreement trading in securities generally as reported by Bloomberg L.P. shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately not have been suspended or limited, or minimum prices shall not have been established on terminationsecurities whose trades are reported by such service, but termination does not affect or on any Trading Market, nor shall a Party’s accrued rights and obligations 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 such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the date of terminationClosing.
Appears in 1 contract
Samples: Securities Purchase Agreement (OxySure Systems Inc)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with each Closing is conditional on are subject to the satisfaction (by Seaside, or waiver) waiver by the Company, of the following conditions conditions:
(i) the “accuracy on the Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition representations and warranties of Seaside contained herein;
(including without limitation ii) all necessary approvals obligations, covenants and registrations agreements of Seaside required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by Seaside of the relevant PRC Approval Authorities), and any such approvals shall not alter the terms items set forth in Section 2.4 of this Agreement in any material respectAgreement;
3.1.2 (iv) with respect to any Subsequent Closing, the Buyer having received from Per Share Purchase Price shall equal or exceed the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other personFloor as set forth in Section 2.6(a) of this Agreement; and
3.1.3 (v) with respect to any Subsequent Closing, to the Buyer having received from extent that the Seller a PRC legal opinionpurchase and sale of Shares hereunder would cause the Cap to be exceeded, dated as then stockholder approval of the issuance, or potential issuance, of such excess Shares shall have been obtained
(b) The obligations of Seaside hereunder in connection with each Closing are subject to the satisfaction by the Company, or waiver by Seaside, of the following conditions:
(i) the accuracy on the Closing Date of the representations and addressed warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the BuyerClosing Date shall have been performed, and all Required Approvals shall have been obtained;
(iii) the delivery by the Company of the items set forth in relation to, among other thingsSection 2.3 of this Agreement;
(iv) with respect to any Subsequent Closing, the legal capacity and authority Per Share Purchase Price shall equal or exceed the Floor as set forth in Section 2.6(a) of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.;
3.2 Each Party (v) there shall make all reasonable efforts to achieve satisfaction of the Closing Conditions have been no Material Adverse Effect with respect to the regulatory procedures, Company since the date hereof that has not been cured by the Company;
(vi) the Registration Statement shall be in full force and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree effect;
(the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it vii) with respect to the requirements applicable any Subsequent Closing, to the other Party). For extent that the avoidance purchase and sale of doubtShares hereunder would cause the Cap to be exceeded, then stockholder approval of the issuance, or potential issuance, of such written confirmation excess Shares shall have been obtained; and
(viii) from the date hereof to each Closing Date, trading in the Common Stock shall not constitute have been suspended by the Commission and trading in securities generally as reported by Bloomberg Financial Markets 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 waiver 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 right or remedy for a breach of material adverse change in, any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may befinancial market which, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of Seaside, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Shares at the date of terminationClosing.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Generex Biotechnology Corp)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with each Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “accuracy on the Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition representations and warranties of Seaside contained herein;
(including without limitation ii) all necessary approvals obligations, covenants and registrations agreements of Seaside required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by Seaside of the relevant PRC Approval Authorities), and any such approvals shall not alter the terms items set forth in Section 2.4 of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other personAgreement; and
3.1.3 (iv) with respect to any Subsequent Closing, to the Buyer having received from extent that the Seller a PRC legal opinionpurchase and sale of Shares hereunder would cause the Cap to be exceeded, dated as then stockholder approval of the issuance, or potential issuance, of such excess Shares shall have been obtained.
(b) The obligations of Seaside hereunder in connection with each Closing are subject to the following conditions being met:
(i) the accuracy on the Closing Date of the representations and addressed warranties of the Company contained herein, as may be supplemented by updated Disclosure Schedules;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Buyer, in relation to, among other things, Closing Date shall have been performed;
(iii) the legal capacity and authority delivery by the Company of the Seller items set forth in entering into this Agreement and performing the transactions contemplated under Section 2.3 of this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.;
3.2 Each Party (iv) there shall make all reasonable efforts to achieve satisfaction of the Closing Conditions have been no Material Adverse Effect with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following Company since the signing of this Agreement and in any event no later than April 30, 2008 or such later date as hereof that has not been cured by the Parties may agree Company;
(the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it v) with respect to the requirements applicable any Subsequent Closing, to the other Party). For extent that the avoidance purchase and sale of doubtShares hereunder would cause the Cap to be exceeded, then stockholder approval of the issuance, or potential issuance, of such written confirmation excess Shares shall have been obtained;
(vi) the purchase of Shares at a Subsequent Closing from the Company shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any cause Seaside’s beneficial ownership of the Closing Conditions has not been satisfied or waivedCompany’s Common Stock, as the case may be, calculated in accordance with Clause 3.4 Rule 13d-3 promulgated by the Long Stop Commission, to exceed 10%; and
(vii) from the date hereof to each Closing Date, this Agreement trading in the Common Stock shall automatically terminate with immediate effect. Each Party’s further rights not have been suspended by the Commission and obligations cease immediately trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on terminationsecurities whose trades are reported by such service, but termination does not affect or on any Trading Market, nor shall a Party’s accrued rights and obligations 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 Seaside, makes it impracticable or inadvisable to purchase the Shares at the date of terminationClosing.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Novadel Pharma Inc)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the truth and accuracy in all material respects (with the exception of any representations and warranties qualified by materiality, which shall be true and accurate in all respects) on the Closing Date of the Acquisitionrepresentations and warranties of the Purchaser contained herein;
(ii) all obligations, covenants and whether agreements of the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory Purchaser required to be performed at or prior to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction Closing Date (including delivery by the Purchaser of the Closing Conditions with respect to items set out in Section 3.2(b)) shall have been performed; and
(iii) the regulatory procedures, and government approvals, permits, certificates and registrations required delivery by the Purchaser of it, as soon as practicable following the signing of this Agreement and items set out in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”Section 3.2(b)).
3.3 If, at any time, (b) The obligations of the Seller or Purchaser hereunder in connection with the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue are subject to the other Party a written certificate confirming that each following conditions being met:
(i) the truth and accuracy in all material respects (with the exception of any representations and warranties qualified by materiality, which shall be true and accurate in all respects) on the Closing Date of the Closing Conditions has been fulfilled representations and warranties of the Company contained herein (or otherwise waived by it with respect to the requirements applicable to the other Party). For for the avoidance of doubt, such written confirmation shall not constitute if any of the representations and warranties of the Company contained herein refers to a waiver date prior to, or a period of any right or remedy for a breach of any provision time preceding, the date of this Agreement., such representation and warranty shall remain true and accurate in respect of such reference date or period of time), and the delivery of an updated Disclosure Letter (the "Updated Disclosure Letter") on the Closing Date revised to reflect changes in the operations or condition of the Company and its Subsidiaries between the date of this Agreement and the Closing Date and the representations and warranties in Section 4.1 shall be deemed to have been amended accordingly, provided that if the Updated Disclosure Letter discloses any fact, state of facts, event, circumstances or matter with respect to any representation and warranty that constitutes a Material Adverse Effect, then such representation and warranties shall be and shall be deemed to be not accurate on the Closing Date and the condition provided in this Section 3.3(b)(i) shall not be met or satisfied;
3.5 If (ii) a Receipt shall have been issued by the OSC for the Qualification Prospectus and such Receipt shall be effective;
(iii) the execution and delivery by the Parties of the Registration Rights Agreement;
(iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date (including delivery by the Purchaser of the items set out Section 3.2(a)) shall have been performed;
(v) there shall have been no Material Adverse Effect with respect to the Company since the date of this Agreement;
(vi) from the date of this Agreement to and including the Closing Date, trading in the Common Shares shall not have been suspended by any of the Closing Conditions has not been satisfied Canadian Securities Regulatory Authorities, the TSX or waived, as the case may be, in accordance with Clause 3.4 AMEX (except for any suspension of trading of limited duration agreed to by the Long Stop DateCompany, this Agreement which suspension shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at be terminated prior to the date Closing); and
(vii) the delivery by the Company of terminationthe items set out in Section 3.2(a).
Appears in 1 contract
Samples: Share Purchase Agreement (ConPharm)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein;
(ii) all obligations, covenants and whether agreements of the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory Purchasers required to be performed at or prior to the BuyerClosing Date shall have been performed;
(iii) concurrently herewith, the Company shall close on the sale of Debentures and Common Stock Equivalents realizing $7,000,000 in unencumbered new gross proceeds from such sale;
(iv) the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement; and
(v) the Company shall have received the requisite approval of the applicable Trading Market for the issuance and sale of the Common Stock and Warrants and the listing of the Warrant Shares which shall have occurred no later than 45 days from the date hereof.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the regulatory proceduresCompany since the date hereof;
(v) concurrently herewith, the Company shall close on the sale of Debentures and government approvalsCommon Stock Equivalents realizing $7,000,000 in unencumbered new gross proceeds from such sale;
(vi) From the date hereof to the Closing Date, permitstrading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, certificates which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets 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; and
(vii) the Company shall have received the requisite approval of the applicable Trading Market for the issuance and registrations required sale of it, as soon as practicable following the signing Common Stock and Warrants and the listing of this Agreement and in any event the Warrant Shares which shall have occurred no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition 45 days from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of terminationhereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Diomed Holdings Inc)
Closing Conditions. 3.1 Unless waived by the applicable ------------------ party (and consummation of the Closing is conditional on shall be deemed to constitute such waiver), the obligations of the parties to enter into and consummate the Closing transactions contemplated in Article III hereof shall be subject to the satisfaction (on or waiver) prior to the Closing Date of the following conditions:
(a) the Bankruptcy Court Order shall have been issued and shall be in full force and effect, and all conditions (contemplated by the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Bankruptcy Court Order to consummation of the Acquisition transactions contemplated hereby shall have been satisfied;
(including without limitation b) in the case of Purchaser, the representations and warranties of Sellers contained herein (as such representations and warranties may be modified pursuant to Section 4.08) shall be true and correct in all necessary approvals and registrations by the relevant PRC Approval Authorities)material respects, and any Sellers shall have complied with the covenants of Sellers contained in Article VII in all material respects, unless waived by Purchaser;
(c) in the case of Sellers, the representations and warranties of Purchaser contained herein (as such approvals representations and warranties may be modified pursuant to Section 5.04) shall be true and correct in all material respects, and Purchaser shall have complied with the covenants of Purchaser contained in Article VII in all material respects, unless waived by Seller;
(d) in the case of Sellers, Purchaser shall have made all filings with the FCC with respect to consummating the transactions contemplated by this Agreement if applicable;
(e) there shall not alter be any statute, rule or regulation promulgated or enacted which makes it illegal for Sellers to sell and assign the terms of this Agreement in Assets or for Purchaser to purchase the Assets and assume the Liabilities, or any material respect;
3.1.2 order or judgment enjoining Sellers or Purchaser from consummating the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other persontransactions contemplated hereby; and
3.1.3 (f) the Buyer having received from the Seller a PRC legal opinionDebtors shall have assumed and assigned, dated as pursuant to section 365 of the Closing Date and addressed to the Buyer, in relation to, among other thingsCode, the legal capacity Revenue Leases and authority of Ground Leases to which the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the BuyerDebtors are party.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 1 contract
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligation of the following conditions (parties hereto to consummate the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures purchase and having received all required government approvals, permits, certificates and completed all required registrations for the purpose sale of the Acquisition Subscribed Shares pursuant to this Subscription Agreement is subject to the Merger having occurred.
(including without limitation b) The obligation of TopCo to consummate the issuance and sale of the Subscribed Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all necessary approvals representations and registrations warranties of the Investor contained in this Subscription Agreement are true and correct (disregarding any "materiality" or "Investor Material Adverse Effect" (as defined below) or another similar materiality qualification set forth herein at and as of the Closing Date (unless they specifically speak as of an earlier date, in which case they shall be so true and correct as of such specific date), unless any such representation and warranty not being true and correct has not had and would not reasonably be expected to have an Investor Material Adverse Effect, and consummation of the Closing shall constitute a reaffirmation and repetition by the relevant PRC Approval Authorities), Investor of each of the representations and any such approvals shall not alter warranties of the terms of Investor contained in this Subscription Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed (ii) the obligations in relation to the BuyerFirst Transfer set forth in Schedule 1 shall have been performed, unless any breach of any of such obligations, covenants and agreements has not had and would not reasonably be expected to have an Investor Material Adverse Effect.
(c) The obligation of the Investor to consummate the purchase of the Subscribed Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties of SPAC, TopCo and the Company contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to "materiality", "SPAC/TopCo Material Adverse Effect" (as defined below) or “Material Adverse Effect” (as defined below) or another similar materiality qualification set forth herein, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (unless they specifically speak as of an earlier date, in relation towhich case they shall be so true and correct as of such specific date), among other things, the legal capacity and authority consummation of the Seller Closing shall constitute a reaffirmation and repetition by each of SPAC, TopCo and the Company of each of its representations and warranties contained in entering into this Subscription Agreement as of the Closing Date, (ii) all obligations, covenants and performing agreements of SPAC, TopCo and the transactions contemplated under Company required by this Agreement, whether Subscription Agreement to be performed by them at or prior to the Seller has obtained Closing Date shall have been performed in all material respects; (iii) the approvals from First Payment shall have been paid to the relevant PRC Approval Authorities Investor at Closing in connection accordance with Section 2(a)(i); and (iv) the completion of the Acquisition, and whether Transaction shall occur concurrently with the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the BuyerClosing.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 1 contract
Samples: Subscription Agreement (Pegasus Digital Mobility Acquisition Corp.)
Closing Conditions. 3.1 Closing is conditional on 8.1 Conditions to Sun Group’s Obligation to Close The Sun Group’s obligations to acquire the Contributed Property pursuant to this Agreement and the Contribution Agreements are subject to satisfaction (or waiver) of each of the following conditions:
(a) All other conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into Sun Group’s obligations under this Agreement and performing the transactions contemplated under this Agreement, whether Contribution Agreements shall have been timely satisfied or shall have been waived in writing by the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion party whose obligations are conditioned thereby.
(b) The representations and warranties of the Acquisition, Principals and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into Conveying Parties in this Agreement and performing its obligations hereunderthe Contribution Agreements shall have been true and correct when made and shall be true and correct, in form all material respects, at the Closing, except that any such representations and substance satisfactory warranties which expressly relate to the Buyeranother date shall be true and correct as of such other date.
3.2 Each Party (c) The Principals and the Conveying Parties shall make have timely complied with and performed, in all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory proceduresmaterial respects, all their covenants and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of other obligations set forth in this Agreement and in the Contribution Agreements which are to be performed at or prior to the Closing.
(d) There shall have been no termination of any event no later than April 30of the Contribution Agreements.
(e) No action, 2008 suit, proceeding or such later date as investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement or which would affect the right of the Acquiring Parties may agree to own, operate and control any of the Communities.
(f) The Acquiring Parties shall have received the “Long Stop Date”Conveying Parties’ closing documents under this Agreement and all Contribution Agreements.
(g) The Acquiring Parties shall have received the Contributed Property pursuant to Section 3.
(h) All lenders under the Assumed Debt shall have consented to the transactions contemplated herein and the effective assumption by SCOLP of the Assumed Debt on a non-recourse basis (except for the customary carve-outs).
3.3 If(i) The Project Entities shall not have any indebtedness for borrowed money (other than the Assumed Debt).
(j) All investors in the Project Entities shall have approved the transactions contemplated herein; provided, at however, that, if one or more such investors refuse to approve these transactions, then the Communities owned indirectly by such investors shall be contributed to SCOLP in exchange for Preferred OP Units in such amount and manner necessary to approximate the economic terms set forth herein. If any timesuch condition is not timely satisfied or is not waived in writing by the Sun Group, the Seller or Sun Group shall have the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfiedright to terminate this Agreement by written notice to the Principals, it in which event this Agreement shall immediately inform the other Party in writing.
3.4 Each Party terminate, and no party shall promptly issue have further liability to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (parties hereunder or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubtunder any Contribution Agreement except for those obligations provided for in Sections 7.5, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision 10, 11 and 14 of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 1 contract
Samples: Master Contribution Agreement (Sun Communities Inc)
Closing Conditions. 3.1 Closing is conditional (i) The obligations of each Investor, on the one hand, and the Company, on the other hand, to consummate the purchase and sale of the Shares provided for in this Agreement are each subject to the satisfaction (or, to the extent permitted by Law and this Agreement, the waiver by the Company or waiver) the Trustee, as applicable, of the following conditions to the Closing under this Agreement:
(A) All Governmental Consents required to have been obtained at or prior to the Closing Date in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect.
(B) The Merger Transactions shall have been consummated in accordance with the Merger Agreement, including the approval of the Merger Agreement by the stockholders of each of the Company and CFB;
(C) If required under applicable Law or the rules and regulations of the Nasdaq Stock Market, the approval by stockholders of the Company of resolutions providing for the Company’s issuance of the maximum number of shares of Common Stock to be issued under this Agreement and in the Concurrent Other Transactions in accordance with this Agreement, the definitive documentation relating to the Concurrent Other Transactions, and applicable Law and the rules and regulations of the Nasdaq Stock Market (such approval being referred to herein as the “Stockholder Approval”) shall have been obtained;
(D) Approval by the stockholders of the Company to increase in the authorized number of shares of Voting Common Stock (which will become Class A Common Stock upon completion of the Merger) from 50,000,000 shares to 75,000,000 shares, to be effected by the filing of an amended and restated certificate of incorporation of the Company (the “Closing ConditionsAuthorized Shares Increase Approval”):), shall have been obtained.
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose (ii) The obligation of the Acquisition (including without limitation all necessary approvals and registrations Investor to consummate the purchase of Shares provided for in this Agreement is also subject to the satisfaction or waiver by the relevant PRC Approval Authorities), Investor of the following conditions to the Closing:
(A) (i) The Company Specified Representations shall be true and any such approvals shall not alter correct in all respects on and as of the terms date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date and (ii) the other representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date, except, in the case of this clause (ii) only, to the extent that the failure to be true and correct (without regard to any material respectmateriality or Material Adverse Effect qualifications contained therein), would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and except, in the case of clauses (i) and (ii), that representations and warranties made as of a specified date shall be true and correct as of such date;
3.1.2 (B) The Company shall have performed and complied with, in all material respects, all agreements, covenants and conditions required by this Agreement to be performed by it on or prior to the Buyer having Closing Date;
(C) The Trustee shall have received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinioncertificate, dated as of the Closing Date and addressed Date, signed on behalf of the Company by a senior executive officer certifying to the Buyereffect that the conditions set forth in Section 1.2(c)(ii)(A), in relation to, among other things, the legal capacity Section 1.2(c)(ii)(B) and authority Section 1.2(c)(ii)(D) have been satisfied on and as of the Seller in entering into this Agreement and performing Closing Date; and
(D) Since the transactions contemplated under date of this Agreement, whether no Material Adverse Effect shall have occurred and no change or other event shall have occurred that would reasonably be expected to have, individually or in the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion aggregate, a Material Adverse Effect;
(iii) The obligation of the Acquisition, and whether Company to consummate the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents sale of the Shares provided for entering into in this Agreement and performing its obligations hereunder, in form and substance satisfactory is also subject to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction or written waiver by the Company of the Closing Conditions with respect following conditions to the regulatory procedures, Closing:
(A) The representations and government approvals, permits, certificates warranties of each Investor set forth in this Agreement shall be true and registrations required correct in all respects on and as of it, as soon as practicable following the signing date of this Agreement and in any event no later than April 30, 2008 or such later date on and as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any Date as though made on and as of the Closing Conditions has Date, except to the extent that the failure to be true and correct (without regard to any materiality qualifications contained therein) would not materially adversely affect the ability of the Investor to perform its obligations hereunder and except that (1) representations and warranties made as of a specified date shall be true and correct as of such date and (2) the representations and warranties of the Investor set forth in Sections 2.3(d) and 2.3(f) shall be true and correct in all respects;
(B) Each Investor shall have performed and complied with, in all material respects, all agreements, covenants and conditions required by this Agreement to be performed by it on or prior to the Closing Date; and
(C) The Company shall have received a certificate, dated as of the Closing Date, signed on behalf of the Investor by a duly authorized person certifying to the effect that the conditions set forth in Section 1.2(c)(iii)(A) and Section 1.2(c)(iii)(B) have been satisfied or waived, on and as of the case may be, in accordance with Clause 3.4 by the Long Stop Closing Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 1 contract
Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)
Closing Conditions. 3.1 Closing (a) The obligation hereunder of the Subscriber to acquire and pay for the Purchased Securities is conditional subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Subscriber’s sole benefit and may be waived by the Subscriber at any time in its sole discretion.
(i) The representations and warranties of the Company contained in this Agreement shall have been true and correct on the satisfaction (or waiver) of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms date of this Agreement in any material respect;
3.1.2 and shall be true and correct on the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights Closing Date as if given on and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date (except for representations given as of a specific date, which representations shall be true and addressed correct as of such date), and on or before the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by the Company on or before the Closing Date; and
(ii) The Transaction Documents have been duly executed and delivered by the Company to the Buyer, in relation to, among other things, the legal capacity and authority Escrow Agent.
(b) The obligation hereunder of the Seller Company to issue and sell the Purchased Securities to the Subscriber is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in entering into its sole discretion.
(i) The representations and warranties of the Subscriber in this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion each of the Acquisition, other Transaction Documents to which the Subscriber is a party shall be true and whether correct in all material respects as of the Seller has duly completed all necessary procedures date when made and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction as of the Closing Conditions with respect Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date;
(ii) The Issue Price for the Purchased Securities has been delivered to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree escrow account maintained by Signature Bank (the “Long Stop DateEscrow Agent”).; and
3.3 If, at any time, (iii) The Transaction Documents to which the Seller or Subscriber is a party have been duly executed and delivered by the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue Subscriber to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this AgreementEscrow Agent.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 1 contract
Samples: Subscription Agreement (Farm Lands of Guinea, Inc.)
Closing Conditions. 3.1 (a) The obligations of Quaker State to effect the Closing is conditional on are subject to the satisfaction (fulfillment at or waiver) prior to the Closing of the following conditions conditions:
(i) the representations and warranties of Executive, JA and the Trust set forth in Section 17 hereof shall be true and correct in all material respects at Closing and Executive, JA and the Trust shall have delivered to Quaker State a certificate in the form of Exhibit A hereto to that effect;
(ii) Executive and the Trust shall have delivered to Quaker State certificates representing the shares of Capital Stock being purchased hereunder, duly endorsed or accompanied by duly executed stock powers;
(iii) Executive shall have delivered to Quaker State his resignation from all positions he holds with the Company in the form of Exhibit B hereto;
(iv) Executive shall have executed and delivered a Consulting Agreement (the “Closing Conditions”):
3.1.1 "Consulting Agreement") in the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose form of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respectExhibit C hereto;
3.1.2 (v) Executive, JA and the Buyer having received from Trust shall have delivered to the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over Company an acknowledgment in the Sale Shares conferred on any other person; and
3.1.3 form of Exhibit D hereto to the Buyer having received from the Seller a PRC legal opinion, dated effect that as of the Closing Date they have no claims for indemnification under the Merger Agreement against the Parent Indemnitees and addressed that they have no knowledge of any facts or circumstances that could give rise to such an indemnifiable claim;
(vi) JA shall have executed and delivered to Quaker State his resignation from all positions he holds with the Buyer, Company in relation to, among other things, the legal capacity form of Exhibit E hereto;
(vii) JA shall have executed and authority delivered to Quaker State a Severance Agreement (the "Severance Agreement") in the form of the Seller in entering into this Agreement and performing Exhibit F hereto; and
(viii) the transactions contemplated under by this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion including specifically Quaker State's purchase of the Acquisitionshares of Capital Stock from Executive and the Trust, shall have been approved by the Board of Directors of Quaker State in a manner sufficient to satisfy the requirements of Rule 16b-3(b)(3) of the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The obligations of Executive, JA and the Trust to effect the Closing are subject to the fulfillment at or prior to the Closing of the following conditions:
(i) the representations and warranties of the Company set forth in Section 16 hereof shall be true and correct in all material respects at Closing and the Company shall have delivered to Executive a certificate in the form of Exhibit G hereto to that effect;
(ii) the Escrow Agent shall have delivered the Released Certificates as contemplated by Section 2;
(iii) the transactions contemplated by this Agreement, including specifically Quaker State's purchase of the shares of Capital Stock from Executive and the Trust, shall have been approved by the Board of Directors of Quaker State in a manner sufficient to satisfy the requirements of Rule 16b-3(b)(3) of the Commission under the Exchange Act, and whether Quaker State shall have delivered to Executive resolutions of Quaker State's Board of Directors reflecting such approval, certified by the Seller has duly completed all necessary procedures Secretary of Quaker State;
(iv) Quaker State shall have executed and obtained all necessary internal approvals delivered (or caused to be executed and third party consents for entering into this delivered by Blue Coral in the case of the Lease Termination) the Consulting Agreement, the Severance Agreement and performing its obligations hereunder, the Lease Termination Agreement (as defined in Section 6 of this Agreement);
(v) Quaker State and Blue Coral shall have delivered to Executive an acknowledgment in the form and substance satisfactory of Exhibit H hereto to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction effect that, except as set forth on Schedule 16(c) hereto, as of the Closing Conditions with respect Date they have no claims for indemnification against the Former Blue Coral Stockholders, their respective Affiliates and the officers, directors, employees, agents, advisers and representatives of each such Person (the "Adelxxx Indemnitees") and that the Company has no knowledge of any facts or circumstances that could give rise to such an indemnifiable claim;
(vi) Quaker State shall have delivered to Executive and the Trust the purchase price for the shares against delivery of the certificates for the shares of Capital Stock being purchased pursuant to Section 1 of this Agreement;
(vii) Quaker State shall have paid to Executive the amount required to be paid by Section 1(c) of this Agreement;
(viii) Quaker State and Blue Coral shall have executed and delivered an amendment to the regulatory procedures, and government approvals, permits, certificates and registrations required Merger Agreement in the form of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree Exhibit I hereto (the “Long Stop Date”).
3.3 If"Merger Amendment") to provide (A) for reduction of the amount specified in the last line of Section 11.3(b) of the Merger Agreement from $15,000,000 to $5,000,000 and (B) that if, at any time, on the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each third anniversary of the Closing Conditions has been fulfilled Date (as defined in the Merger Agreement for this purpose) the Special Shares have not vested or otherwise waived if at any time prior thereto they have become incapable of vesting, Quaker State shall promptly (but in no event more than ten (10) business days) deliver to each Former Blue Coral Stockholder, by it with respect electronic transfer of immediately available funds, an amount equal to the requirements product of i) the "Fair Value of the Special Shares" times ii) the fraction applicable to such Former Blue Coral Stockholder set forth on the other Party)Ownership Schedule. For purposes of the avoidance amendment to the Merger Agreement, the term Fair Value of doubt, the Special Shares shall mean the product of iii) the aggregate number of Special Shares times iv) the closing price of a share of Capital Stock as reported on the New York Stock Exchange on such written confirmation third anniversary date or on the date the Special Shares have become incapable of vesting; and
(ix) Quaker State shall not constitute have received an opinion of counsel to the effect that Quaker State cannot under current federal tax law report on its United States federal income tax return the purchase and sale of Capital Stock hereunder as a waiver sale or exchange of any right or remedy such Capital Stock for a breach of any provision of this Agreement.
3.5 If any federal, state and local tax purposes to which Section 302(b) of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of terminationCode applies.
Appears in 1 contract
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with a Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met at or before the applicable Closing Date:
(i) the “accuracy when made and on such Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition representations and warranties of the Purchaser contained herein (including without limitation unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all necessary approvals obligations, covenants and registrations agreements of the Purchaser required to be performed at or prior to such Closing Date shall have been performed; and
(iii) the delivery by the relevant PRC Approval Authorities), and any such approvals shall not alter Purchaser of the terms items set forth in Section 2.2(b) or (c) (if applicable) of this Agreement in any material respect;on or prior to such Closing Date.
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as (b) The obligations of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Purchaser hereunder in connection with a Closing are subject to the completion of following conditions being met at or before the Acquisition, and whether applicable Closing Date:
(i) the Seller has duly completed all necessary procedures and Company having obtained all necessary internal approvals and third party consents approval, license, consent, authorization, waiver, order or notice for the entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30the transactions contemplated thereunder from Governmental Authority or other parties (including but not limited to creditors, 2008 investors or stakeholders) and such later date as the Parties may agree (the “Long Stop Date”).
3.3 Ifapproval, at any timelicense, the Seller consent, authorization, waiver, order or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions notice has not been satisfied revoked before such Closing Date (if applicable);
(ii) the accuracy when made and on such Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they will be accurate as of such date). Purchaser shall have received a certificate, executed by the President of the Company, to the foregoing in the form reasonably acceptable to Purchaser;
(iii) all obligations, covenants and agreements of the Company required to be performed at or waivedprior to such Closing Date shall have been performed;
(iv) the delivery by the Company of the items set forth in Section 2.2(a) or (c) (if applicable) of this Agreement on or prior to such Closing Date;
(v) the Company shall have delivered to Purchaser a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of such Closing Date;
(vi) the Company shall have delivered to Purchaser a certificate, in the form acceptable to Purchaser, executed by the Secretary of the Company dated as of each Closing Date, as to (i) the case may be, in accordance resolutions consistent with Clause 3.4 Section 3.1(b) as adopted by the Long Stop Company’s board of directors in a form reasonably acceptable to Purchaser, (ii) Memorandum of Association and Articles of Association as in effect at such Closing.
(vii) the Ordinary Shares (I) shall remain listed on the Nasdaq and (II) shall not have been suspended, as of such Closing Date, this Agreement by the Commission or the Nasdaq from trading nor shall automatically terminate with immediate effect. Each Party’s further rights suspension by the Commission or the Nasdaq have been threatened, as of such Closing Date, either (A) in writing by the Commission or Nasdaq or (B) by falling below the minimum listing maintenance requirements of the Nasdaq market;
(viii) prior to the Subsequent Closing Date, the Registration Statement covering the resale of the Shares thereby shall have been declared effective under the Securities Act by the Commission and obligations cease immediately on terminationshall remain effective, but termination does not affect a Party’s accrued rights and obligations at the Purchaser shall be permitted to utilize the Prospectus therein to resell such Shares;
(ix) if requested by the Purchaser from and after the date of terminationthe Registration Statement has been declared effective, the Company shall request its transfer agent to remove the restrictive legend on the certificates representing the Shares; and
(x) no event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Securities Purchase Agreement (Luokung Technology Corp.)
Closing Conditions. 3.1 Closing is conditional on The Underwriters have entered into this Bond Purchase Agreement in reliance upon the satisfaction (or waiver) representations and warranties of the following conditions (City contained herein, all other representations, warranties and agreements to be contained in the “documents and instruments to be delivered at Closing Conditions”):
3.1.1 and the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations performance by the relevant PRC Approval Authorities)City of its obligations hereunder, and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated both as of the Closing Date date hereof and addressed as of the date of Closing. The Underwriters’ obligations under this Bond Purchase Agreement are and shall be subject to the Buyerfollowing further conditions:
(a) At the time of Closing, (i) this Bond Purchase Agreement, the Master Trust Agreement and the Continuing Disclosure Certificate shall be in full force and effect as valid and binding agreements between the parties thereto and the Official Statement shall have been duly authorized, executed and delivered, in relation tosubstantially the form heretofore submitted to the Underwriters, among other thingsand the Master Trust Agreement, the legal capacity Continuing Disclosure Certificate, the Authorizing Resolution and authority the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Representative, and there shall be in full force and effect such resolutions as, in the opinion of the Seller in entering into this Agreement and performing the transactions contemplated under this AgreementXxxxxx, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Xxxxxxxxxx & Xxxxxxxxx LLP (“Bond Counsel”), shall be necessary in connection with the completion transactions contemplated hereby; and (ii) the representations and warranties of the AcquisitionCity contained herein shall be true and correct on the date hereof and at the time of Closing, and whether as if made on the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunderdate of Closing.
(b) At or prior to the Closing, the Underwriters shall receive the following documents, in each case satisfactory in form and substance satisfactory to the Buyer.Representative:
3.2 Each Party shall make all reasonable efforts (i) an unqualified approving opinion of Bond Counsel, dated the date of Closing, addressed to achieve satisfaction the City, substantially in the form attached to the Official Statement as Appendix E thereto, together with a reliance letter with respect thereto addressed to the Underwriters;
(ii) a supplemental opinion of Bond Counsel, dated the date of Closing, addressed to the Underwriters and the City, substantially in the form attached hereto as Exhibit B-1;
(iii) an opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, Disclosure Counsel to the City, dated the date of Closing, addressed to the Underwriters and the City, substantially in the form attached hereto as Exhibit B-2;
(iv) an opinion of the City Attorney, dated the date of Closing, addressed to the City and the Underwriters, to the effect that:
(A) the City is duly organized and validly existing under the City Charter and the Constitution of the State of California as a charter city and municipal corporation;
(B) the Authorizing Resolution was duly adopted at a meeting of the City Council which was called and held pursuant to the Law and other applicable laws and with all public notice required by the Law and other applicable laws and at which a quorum was present and acting throughout;
(C) other than as set forth in the Preliminary Official Statement and the Official Statement, based on a review of the roster of litigation and claims maintained by the City Attorney’s Office, there is no action, suit, proceeding, hearing, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, that has been served on the City and is now pending or, threatened in writing against the City (i) to restrain, prohibit or enjoin the issuance, sale or delivery of the Series 2014 Bonds, the application of the proceeds of the Series 2014 Bonds, or the collection of revenues pledged under the Master Trust Agreement, (ii) in any way contesting the City’s authority for the issuance of the Series 2014 Bonds or the validity and enforceability of the Series 2014 Bonds, the Master Trust Agreement, the Authorizing Resolution, the Continuing Disclosure Certificate, the tax certificate dated the date of Closing Conditions and executed by the City (the “Tax Certificate”) or this Bond Purchase Agreement, (iii) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement, (iv) contesting the existence or powers of the City with respect to the regulatory proceduresissuance of the Series 2014 Bonds or the security therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect (A) the transactions contemplated by the Master Trust Agreement, the Authorizing Resolution, the Continuing Disclosure Certificate, the Tax Certificate or this Bond Purchase Agreement or the validity of the Series 2014 Bonds, (B) the finances or operations of the Airport or (C) the exclusion from gross income of the interest paid on the Series 2014 Bonds for federal income purposes and the exemption thereof from California personal income taxation;
(D) the adoption of the Authorizing Resolution, the issuance, sale and delivery of the Series 2014 Bonds, and government approvals, permits, certificates the execution and registrations required delivery of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any timeMaster Trust Agreement, the Seller Continuing Disclosure Certificate, the Tax Certificate and this Bond Purchase Agreement, and compliance with the provisions thereof, under the circumstances contemplated thereby, and other than as described in the Preliminary Official Statement and the Official Statement, do not and will not conflict with or constitute on the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each part of the Closing Conditions has been fulfilled (City a breach of or otherwise waived default under any agreement, instrument, judgment, court order or consent decree to which the City is a party or by which it with respect to the requirements is bound or any existing law, regulation, or bylaws applicable to the other Party). For City and the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any issuance of the Closing Conditions has not Series 2014 Bonds;
(E) the Series 2014 Bonds, the Master Trust Agreement, the Continuing Disclosure Certificate and this Bond Purchase Agreement have been satisfied or waivedduly authorized, as executed and delivered by the case may beCity, and assuming due authorization, execution and delivery by the other parties thereto constitute valid and binding obligations of the City enforceable in accordance with Clause 3.4 their terms, subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws affecting the enforcement of creditors’ rights in general and to the application of equitable principles whether or not equitable remedies are sought and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against cities in the State;
(F) the Preliminary Official Statement has been duly authorized and delivered by the Long Stop DateCity; and the Official Statement has been duly authorized, this Agreement shall automatically terminate with immediate effect. Each Partyexecuted and delivered by the City; and
(G) based on the City Attorney’s further rights examination and obligations cease immediately on terminationparticipation at conferences at which the Preliminary Official Statement was discussed, but termination does not affect a Partyin the City Attorney’s accrued rights and obligations at opinion, as of the date of terminationthe Preliminary Official Statement and as of the date of this Bond Purchase Agreement, the statements contained in the Preliminary Official Statement under the captions “LITIGATION” and “APPENDIX A—THE XXXXXX X. MINETA SAN XXXX INTERNATIONAL AIRPORT—LITIGATION” did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such statements therein, in the light of the circumstances under which they were made, not misleading.
(H) based on the City Attorney’s examination and participation at conferences at which the Official Statement were discussed, in the City Attorney’s opinion, as of the date of the Official Statement and as of the date of Closing, the statements contained in the Official Statement under the captions “LITIGATION” and “APPENDIX A—THE XXXXXX X. MINETA SAN XXXX INTERNATIONAL AIRPORT—LITIGATION” did not and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such statements therein, in the light of the circumstances under which they were made, not misleading.
(v) an opinion of Xxxxx Xxxx LLP (“Underwriters’ Counsel”), dated the date of Closing, addressed to the Underwriters, to the effect: (a) the Series 2014 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Master Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; (b) the Continuing Disclosure Certificate meets the requirements of Section (b)(5)(i) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, and
Appears in 1 contract
Samples: Bond Purchase Agreement
Closing Conditions. 3.1 Closing is conditional on (a) As a condition to the satisfaction (or waiver) Purchaser’s obligation to close, at the Closing, the Company shall have satisfied each of the following conditions set forth below or shall deliver or cause to be delivered to Purchaser the items set forth below, as appropriate:
(the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of i) this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving the Company;
(ii) within five (5) business days of the Closing, a certificate evidencing the Shares, registered in the name of Purchaser (unless such shares have been previously issued to Purchaser through the book-entry facilities of The Depository Trust Company);
(iii) the representations and warranties made by the Company herein shall be true and correct in all pre-emptive rights material respects on the date made and other restrictions on transfer over the Sale Shares conferred date of the Closing;
(iv) all covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of the Closing shall have been performed or complied with in all material respects;
(v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any other persongovernmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement; and
3.1.3 (vi) the Buyer having received from Company shall have filed an application with The Nasdaq Stock Market for the Seller a PRC legal opinion, dated as listing of the Closing Date and addressed Shares.
(b) As a condition to the BuyerCompany’s obligation to close, at the Closing, Purchaser shall have satisfied each of the conditions set forth below or shall deliver or cause to be delivered to the Company the items set forth below, as appropriate:
(i) this Agreement duly executed by Purchaser;
(ii) the Subscription Amount by wire transfer to the account of the Company as set forth on the signature pages hereto;
(iii) the representations and warranties made by Purchaser herein shall be true and correct in relation toall material respects on the date made and on the date of the Closing;
(iv) Purchaser shall have performed, among other thingssatisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or before the legal capacity and Closing; and
(v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the Seller in entering into this Agreement and performing consummation of the transactions transaction contemplated under by this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion .
(c) As of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction date of the Closing Conditions Closing, there shall have been no Material Adverse Effect (as defined below) with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following Company since the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”)hereof.
3.3 If, at any time, (d) Purchaser’s obligation to purchase the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue Shares will be subject to the other Party a written certificate confirming that each of termination rights set forth in the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has Placement Agency Agreement having not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of terminationexercised.
Appears in 1 contract
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein;
(ii) all obligations, covenants and whether agreements of the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory Purchasers required to be performed at or prior to the Buyer.Closing Date shall have been performed;
3.2 Each Party (iii) the American Stock Exchange shall make all reasonable efforts to achieve satisfaction have approved the Company’s Listing of the Closing Conditions Additional Shares application with respect to the regulatory procedures, Shares and government approvals, permits, certificates and registrations required of it, as soon as practicable following Underlying Shares; and
(iv) the signing of this Agreement and in any event no later than April 30, 2008 or such later date as delivery by the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each Purchasers of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision items set forth in Section 2.2(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions has are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) the American Stock Exchange shall have approved the Company’s Listing of Additional Shares application with respect to the Shares and Underlying Shares;
(v) an amount equal to or exceeding $2,000,000 in principal amount (and any accrued but unpaid interest thereon) of the 2007 Convertible Notes shall have been either (a) converted into Common Stock pursuant to its terms or (b) tendered to the Company at Closing as full or partial payment of the Subscription Amount in connection with this Agreement;
(vi) the terms of the 4% Notes shall have been amended to extend the maturity date for one year or more on at least $1,000,000 in principal amount;
(vii) the Company shall have received an aggregate Subscription Amount of at least $8,000,000;
(viii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(ix) from the date hereof to the Closing Date, trading in the Common Stock shall not have been satisfied suspended by the Commission or waivedthe 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 Closing), and, at any time prior to the 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 case may beUnited 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 accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Debentures at the date of terminationClosing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Empire Financial Holding Co)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with the Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(i) the “accuracy in all material respects when made and on the Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition (including without limitation all necessary approvals representations and registrations by warranties of the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respectPurchasers contained herein;
3.1.2 (ii) all obligations, covenants and agreements of the Buyer having received from Purchasers required to be performed at or prior to the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other personClosing Date shall have been performed; and
3.1.3 (iii) the Buyer having received from delivery by the Seller a PRC legal opinion, dated as Purchasers of the items set forth in Section 2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and addressed warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the BuyerClosing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(v) an agreement from each holder of the Company’s 7% Convertible Note Due 2006, through a separate agreement substantially in relation the form of Exhibit I attached hereto with any such holder to, among other things, extend the legal capacity maturity of said notes to at least August 31, 2008 in exchange for the granting of full ratchet anti-dilution rights in such notes and authority the warrant issued in connection therewith, provided that no consideration shall be offered or paid to any person to amend, extend or consent to a waiver or modification of said notes unless the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained same consideration was also offered to all the approvals holders of said notes; and
(vi) from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory date hereof to the Buyer.
3.2 Each Party Closing Date, trading in the Common Stock shall make all reasonable efforts not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to achieve satisfaction of by the Closing Conditions with respect Company, which suspension shall be terminated prior to the regulatory proceduresClosing), and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 Ifand, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue time prior to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived Date, trading in securities generally as reported by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Bloomberg Financial Markets shall not constitute 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 waiver 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 right or remedy for a breach of material adverse change in, any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may befinancial market which, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Debentures at the date of terminationClosing.
Appears in 1 contract
Closing Conditions. 3.1 Closing is conditional on As a condition to the satisfaction (or waiver) closing of this Agreement, all of the following conditions shall have been satisfied, in each case in form, scope, and substance acceptable to Lender in its sole and absolute discretion:
(a) Borrower shall have executed and delivered to Lender this Agreement;
(b) Borrower shall have paid in full the “Closing Conditions”):principal balance of and all interest accrued on the Second Lien Note to Lender and all other costs, fees, and additional amounts owing under or pursuant to the Second Lien Loan Documents;
3.1.1 (c) Borrower shall have delivered (or shall cause to be delivered) to Lender, an endorsement to the Parties having completed all necessary regulatory procedures mortgagee policy of title insurance to evidence the continued enforceability and having binding effect of such mortgagee policy following the execution and delivery of this Agreement;
(d) Lender shall have received all required government approvalsa certificate of a duly authorized officer of Borrower, permitscertifying (i) that attached copies of Borrower’s organizational documents are true and complete, certificates and completed all required registrations for the purpose of the Acquisition (in full force and effect, without amendment except as shown, including without limitation all necessary approvals and registrations (A) copies of the charter documents of Borrower, certified by the relevant PRC Approval Authorities)Secretary of State or other appropriate official of Borrower’s jurisdiction of organization as of a recent date and (B) good standing certificates as of a recent date for Borrower, issued by the Secretary of State or other appropriate official of such Borrower’s jurisdiction of organization and any each jurisdiction where such approvals shall not alter the terms Borrower’s conduct of business or ownership of Property necessitates qualification; (ii) that an attached copy of resolutions authorizing execution and delivery of this Agreement is true and complete, and that such resolutions are in any material respectfull force and effect, were duly adopted, have not been amended, modified or revoked; and (iii) to the name, title and signature of each Person authorized Page 4 SECOND MODIFICATION AGREEMENT HB 4828-5066-1863 to sign the Loan Documents. Lender may conclusively rely on this certificate until it is otherwise notified by Borrower in writing;
3.1.2 (e) Lender shall have completed its business, financial and legal due diligence of Borrower, with results satisfactory to Lender. No material adverse change in the Buyer having received from financial condition of Borrower shall have occurred since December 31, 2020;
(f) Borrower shall have paid all fees and expenses to be paid to Lender on the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights Effective Date, including fees and expenses of counsel and other restrictions on transfer over advisors;
(g) Lender shall have received copies of policies or certificates of insurance for the Sale Shares conferred on any other personinsurance policies carried by Borrower, all in compliance with the Loan Documents; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated (h) Borrower shall execute and deliver such other documents as of the Closing Date and addressed to the Buyermay be necessary or as may be required, in relation tothe opinion of counsel to Lender, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing to effect the transactions contemplated hereby and continue the liens and/or security interests under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction of the Closing Conditions with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of itLoan, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived modified by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Appears in 1 contract
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with the Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met:
(the “Closing Conditions”):
3.1.1 the Parties having completed i) all necessary regulatory procedures representations and having received all required government approvals, permits, certificates and completed all required registrations for the purpose warranties of the Acquisition (including without limitation all necessary approvals Purchasers contained herein were true and registrations by correct on the relevant PRC Approval Authorities), date hereof and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights remain true and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated correct as of the Closing Date Date;
(ii) all obligations, covenants and addressed agreements of the Purchasers required to be performed at or prior to the Buyer, Closing Date shall have been performed; and
(iii) the delivery by each Purchaser of such Purchaser’s Subscription Amount in relation to, among other things, the legal capacity and authority accordance with Section 2.2(b) of this Agreement.
(b) The respective obligations of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Purchasers hereunder in connection with the completion Closing are subject to the following conditions being met or waived in writing by each Purchaser:
(i) all representations and warranties of the AcquisitionCompany contained herein were true and correct on the date hereof and shall remain true and correct as of the Closing Date;
(ii) all obligations, covenants and whether agreements of the Seller has duly completed all necessary procedures Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(v) the Registration Statement shall be effective and obtained all necessary internal approvals available for the issuance and third party consents for entering into sale of the Shares, the Warrants and the Warrant Shares hereunder;
(vi) a signed letter from Rxxxxxx Group, PC, addressed to the Purchasers and dated, respectively, the date of this Agreement and performing its obligations hereunderthe Closing Date, in form and substance reasonably satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction RBC containing statements and information of the Closing Conditions type ordinarily included in accountants’ “comfort letters” with respect to the regulatory proceduresfinancial statements and certain financial information contained (directly or via incorporation by reference) in the Registration Statement;
(vii) no order preventing or suspending the use of any prospectus or prospectus supplement shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and government approvalsany requests for additional information on the part of the Commission (to be included in the Registration Statement or the prospectus or prospectus supplement or otherwise) shall have been complied with to the satisfaction of the Commission and the Purchasers; and
(viii) from the date hereof to the Closing Date, permits, certificates and registrations required of it, as soon as practicable following trading in the signing of this Agreement and in any event no later than April 30, 2008 or such later date as Common Stock shall not have been suspended by the Parties may agree (the “Long Stop Date”).
3.3 IfCommission and, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue time prior to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived Date, trading in securities generally as reported by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Bloomberg Financial Markets shall not constitute 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 waiver 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 right or remedy for a breach of material adverse change in, any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may befinancial market which, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Shares at the date of terminationClosing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Regenerx Biopharmaceuticals Inc)
Closing Conditions. 3.1 Closing is conditional on (a) As a condition to the satisfaction (or waiver) Purchaser’s obligation to close, at the Closing, the Company shall have satisfied each of the following conditions set forth below or shall deliver or cause to be delivered to Purchaser the items set forth below, as appropriate:
(the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of i) this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving the Company;
(ii) within five (5) business days of the Closing, a certificate evidencing the Shares, registered in the name of Purchaser (unless such shares have been previously issued to Purchaser through the book-entry facilities of The Depository Trust Company);
(iii) the representations and warranties made by the Company herein shall be true and correct in all pre-emptive rights material respects on the date made and other restrictions on transfer over the Sale Shares conferred date of the Closing;
(iv) all covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of the Closing shall have been performed or complied with in all material respects;
(v) no statue, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any other persongovernmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement; and
3.1.3 (vi) the Buyer having received from Company shall have filed an application with The Nasdaq Stock Market for the Seller a PRC legal opinion, dated as listing of the Closing Date and addressed Shares.
(b) As a condition to the BuyerCompany’s obligation to close, at the Closing, Purchaser shall have satisfied each of the conditions set forth below or shall deliver or cause to be delivered to the Company the items set forth below, as appropriate:
(i) this Agreement duly executed by Purchaser;
(ii) the Subscription Amount by wire transfer to the account of the Company as set forth on the signature pages hereto;
(iii) the representations and warranties made by Purchaser herein shall be true and correct in relation toall material respects on the date made and on the date of the Closing;
(iv) Purchaser shall have performed, among other thingssatisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or before the legal capacity and Closing; and
(v) no statue, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the Seller in entering into this Agreement and performing consummation of the transactions transaction contemplated under by this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion .
(c) As of the Acquisition, and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction date of the Closing Conditions Closing, there shall have been no Material Adverse Effect (as defined below) with respect to the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may be, in accordance with Clause 3.4 by the Long Stop Date, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at Company since the date of terminationhereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Keryx Biopharmaceuticals Inc)
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein;
(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and
(iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) all existing debtholders of the Company and its Subsidiaries (the “Existing Debtholders”), shall each have executed and delivered the Purchasers an agreement whereby each Existing Debtholders shall agree, that all amounts owed to it shall not mature or require payments of any nature prior to the repayment of all amounts due under the Debentures, and whether whereby such indebtedness is made expressly subordinate in right of payment to the Seller has duly completed all necessary procedures indebtedness evidenced by the Debentures, as reflected in a written agreement reasonably acceptable to, and obtained all necessary internal approvals approved by, the Purchasers;
(iv) the Company shall have received payoff, release and third party consents for entering into this Agreement waiver letters, and performing its obligations hereunderUCC-3 termination statements, as applicable from Hilco Financial, LLC, the holders of the Short Term Notes, the holders of the CGSI Two Year Term Note and the Company’s lawyers (each as described on Schedule 4.9 attached hereto), in form and substance satisfactory reasonably acceptable to the Buyer.Purchasers;
3.2 Each Party (v) there shall make all reasonable efforts to achieve satisfaction of the Closing Conditions have been no Material Adverse Effect with respect to the regulatory proceduresCompany since the date hereof; and
(vi) from the date hereof to the Closing Date, and government approvalstrading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, permitswhich suspension shall be terminated prior to the Closing), certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 Ifand, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue time prior to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived Date, trading in securities generally as reported by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Bloomberg L.P. shall not constitute 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 waiver 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 right or remedy for a breach of material adverse change in, any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may befinancial market which, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of each Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Securities at the date of terminationClosing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Capital Growth Systems Inc /Fl/)
Closing Conditions. 3.1 (a) The obligations of the Company hereunder in connection with the Closing is conditional on the satisfaction (or waiver) of are subject to the following conditions being met: (i)the accuracy in all material respects on the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose Date of the Acquisition representations and warranties of the Purchasers contained herein; (including without limitation ii)all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii)the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (iv)the accuracy in all necessary approvals material respects when made and registrations on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein), in which case they shall be accurate as of such date; (v)all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (vi)the delivery by the relevant PRC Approval Authorities), and any such approvals shall not alter Company of the terms items set forth in Section 2.2(a) of this Agreement in any material respect;
3.1.2 Agreement; (vii)there shall have been no Material Adverse Effect with respect to the Buyer having received from Company since June 30, 2017; (viii)the Company and each Subsidiary shall have delivered a certificate, executed on behalf of the Seller a waiver duly executed Company or such Subsidiary by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinionits Secretary, dated as of the Closing Date Date, certifying the resolutions adopted by the Board of Directors of the Company or such Subsidiary approving the transactions contemplated by this Agreement and addressed the other Transaction Documents, certifying the current versions of the Company’s and each such Subsidiary’s certificate or articles of incorporation and bylaws and certifying as to the Buyer, in relation to, among other things, the legal capacity signatures and authority of Persons signing the Seller in entering into this Agreement Transaction Documents and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities in connection with the completion related documents on behalf of the AcquisitionCompany or such Subsidiary; (ix)the Company shall have delivered a certificate, and whether executed on behalf of the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing Company by its obligations hereunderChief Executive Officer or its Chief Financial Officer, in form and substance satisfactory to the Buyer.
3.2 Each Party shall make all reasonable efforts to achieve satisfaction dated as of the Closing Conditions with respect Date, certifying to the regulatory proceduresfulfillment of the conditions specified in this Section 2.3(b); and (x)from the date hereof to the Closing Date, and government approvals, permits, certificates and registrations required of it, as soon as practicable following trading in the signing of this Agreement and in any event no later than April 30, 2008 Common Stock shall not have been suspended by the Commission or such later date as the Parties may agree (the “Long Stop Date”).
3.3 IfCompany’s principal Trading Market and, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue time prior to the other Party a written certificate confirming that each of the Closing Conditions has been fulfilled (or otherwise waived Date, trading in securities generally as reported by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation Bloomberg L.P. shall not constitute 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 waiver 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 right or remedy for a breach of material adverse change in, any provision of this Agreement.
3.5 If any of the Closing Conditions has not been satisfied or waived, as the case may befinancial market which, in accordance with Clause 3.4 by each case, in the Long Stop Datereasonable judgment of such Purchaser, this Agreement shall automatically terminate with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations makes it impracticable or inadvisable to purchase the Securities at the date of terminationClosing.
Appears in 1 contract
Samples: Securities Purchase Agreement
Closing Conditions. 3.1 Closing is conditional on the satisfaction (or waivera) The obligations of the following conditions (the “Closing Conditions”):
3.1.1 the Parties having completed all necessary regulatory procedures and having received all required government approvals, permits, certificates and completed all required registrations for the purpose of the Acquisition (including without limitation all necessary approvals and registrations by the relevant PRC Approval Authorities), and any such approvals shall not alter the terms of this Agreement in any material respect;
3.1.2 the Buyer having received from the Seller a waiver duly executed by CNC Group waiving all pre-emptive rights and other restrictions on transfer over the Sale Shares conferred on any other person; and
3.1.3 the Buyer having received from the Seller a PRC legal opinion, dated as of the Closing Date and addressed to the Buyer, in relation to, among other things, the legal capacity and authority of the Seller in entering into this Agreement and performing the transactions contemplated under this Agreement, whether the Seller has obtained all the approvals from the relevant PRC Approval Authorities Company hereunder in connection with the completion Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the Acquisitionrepresentations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and whether the Seller has duly completed all necessary procedures and obtained all necessary internal approvals and third party consents for entering into this Agreement and performing its obligations hereunder, in form and substance satisfactory agreements of each Purchaser required to be performed at or prior to the Buyer.Closing Date shall have been performed;
3.2 Each Party shall make all reasonable efforts to achieve satisfaction (iii) the approval the TASE for the listing of the Closing Conditions with respect to Shares thereon shall have been obtained; and
(iv) the regulatory procedures, and government approvals, permits, certificates and registrations required of it, as soon as practicable following the signing of this Agreement and in any event no later than April 30, 2008 or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent any Closing Condition from being satisfied, it shall immediately inform the other Party in writing.
3.4 Each Party shall promptly issue to the other Party a written certificate confirming that delivery by each Purchaser of the Closing Conditions has been fulfilled (or otherwise waived by it with respect to the requirements applicable to the other Party). For the avoidance of doubt, such written confirmation shall not constitute a waiver of any right or remedy for a breach of any provision items set forth in Section 2.2(b) of this Agreement.
3.5 If any (b) The respective obligations of the Purchasers hereunder in connection with the Closing Conditions has not been satisfied are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or waived, as the case may bewarranties are qualified by materiality or Material Adverse Effect, in accordance with Clause 3.4 all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the closing of the Acquisition shall have occurred;
(iv) the delivery by the Long Stop Company of the items set forth in Section 2.2(a) of this Agreement;
(v) the approval of the TASE for the listing of the Shares thereon shall have been obtained;
(vi) the notices set forth in Section 3.1(e)(v) shall have been filed with Nasdaq;
(vii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(viii) from the date hereof to the Closing Date, this Agreement trading in the Ordinary Shares shall automatically terminate with immediate effect. Each Partynot have been suspended by the Commission or the Company’s further rights and obligations cease immediately Principal Market, and, at any time prior to the 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 terminationsecurities whose trades are reported by such service, but termination does not affect or on any Trading Market, nor shall a Partybanking 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 in which the Company conducts material operations or the Company’s accrued rights and obligations revenues are materially dependent which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Shares at the date of terminationClosing.
Appears in 1 contract
