Commencement of Commitment. (a) On the terms and subject to the conditions set forth in this Agreement, the Company agrees to sell to the Investor the Purchased Securities in exchange for the Investor’s entry into the Commitment, with an understanding that the Board of Directors of the Company (the “Board of Directors”) has determined that the value of the Investor’s entry into the Commitment is at least equal to the aggregate of (i) the Commitment Fee, (ii) the aggregate par value of the Series F Preferred Stock (iii) the value of the Warrant and (iv) the aggregate par value of the Warrant Shares less the aggregate Exercise Price (as defined in the Warrant) of the Warrant Shares (it being understood that the value received by the Company includes, but is not limited to, consideration in the amount of the aggregate par value of the Warrant Shares less the aggregate Exercise Price of the Warrant Shares, such value received shall take the form of the Investor’s entry into the Commitment, and so long as the par value of the Common Stock is $2.50 per share, the aggregate par value of the Warrant Shares less the aggregate Exercise Price of the Warrant Shares shall be reserved and credited on the books and records of the Company in a special reserve as directed by the Board of Directors). (b) On the terms and subject to the conditions set forth in this Agreement, the closing of the Purchase (the “Closing”) will take place at the location specified in Schedule A, at the time and on the date set forth in Schedule A, or as soon as practicable thereafter, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Commencement Date”. (c) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.5, at the Closing (i) the Company will deliver to the Investor the Series F Preferred Stock and the Warrant, in each case as evidenced by one or more certificates dated the Commencement Date and bearing appropriate legends as hereinafter provided for and (ii) upon verification of receipt of the Preferred Stock and the Warrant by the Investor’s duly appointed custodian, the Investor shall consummate the Purchase. (d) The respective obligations of each of the Investor and the Company to consummate the Purchase are subject to the fulfillment (or waiver by the Investor and the Company, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Purchase shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the Purchase. (e) The obligation of the Investor to consummate the Purchase is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Company set forth in Section
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement
Commencement of Commitment. (a) On the terms and subject to the conditions set forth in this Agreement, the Company agrees to sell to the Investor the Purchased Securities in exchange for the Investor’s entry into the Commitment, with an understanding that the Board of Directors of the Company (the “Board of Directors”) has determined that the value of the Investor’s entry into the Commitment is at least equal to the aggregate of (i) the Commitment Fee, (ii) the aggregate par value of the Series F Preferred Stock (iii) the value of the Warrant and (iv) the aggregate par value of the Warrant Shares less the aggregate Exercise Price (as defined in the Warrant) of the Warrant Shares (it being understood that the value received by the Company includes, but is not limited to, consideration in the amount of the aggregate par value of the Warrant Shares less the aggregate Exercise Price of the Warrant Shares, such value received shall take the form of the Investor’s entry into the Commitment, and so long as the par value of the Common Stock is $2.50 per share, the aggregate par value of the Warrant Shares less the aggregate Exercise Price of the Warrant Shares shall be reserved and credited on the books and records of the Company in a special reserve as directed by the Board of Directors).
(b) On the terms and subject to the conditions set forth in this Agreement, the closing of the Purchase (the “Closing”) will take place at the location specified in Schedule A, at the time and on the date set forth in Schedule A, or as soon as practicable thereafter, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Commencement Date”.
(c) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.5, at the Closing (i) the Company will deliver to the Investor the Series F Preferred Stock and the Warrant, in each case as evidenced by one or more certificates dated the Commencement Date and bearing appropriate legends as hereinafter provided for and (ii) upon verification of receipt of the Preferred Stock and the Warrant by the Investor’s duly appointed custodian, the Investor shall consummate the Purchase.
(d) The respective obligations of each of the Investor and the Company to consummate the Purchase are subject to the fulfillment (or waiver by the Investor and the Company, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Purchase shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the Purchase.
(e) The obligation of the Investor to consummate the Purchase is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions:
(i) (A) the representations and warranties of the Company set forth in SectionSection 2.2 shall be true and correct in all material respects as though made on and as of the Commencement Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Commencement Date;
(ii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.5(e)(i) have been satisfied;
(iii) the Company shall have duly adopted and filed with the Secretary of State of Delaware the certificate of designations for the Series F Preferred Stock in substantially the form attached hereto as Annex A (the “Certificate of Designations”) and such filing shall have been accepted;
(iv) (A) the Company shall have taken all necessary action to effect such changes to its existing compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Plans”, and together with all such plans, arrangements and agreements hereafter adopted, created or entered into, “Benefit Plans”) with respect to the Senior Executive Officers (and to the extent necessary for such changes to be legally enforceable, each of the Senior Executive Officers shall have duly consented in writing to such changes), as may be necessary, during the Relevant Period, in order to comply with Section 111 of the Emergency Economic Stabilization Act of 2008, as amended (the “EESA”), including the provisions for Systemically Significant Failing Institutions, as implemented by guidance or regulation issued thereunder, including Notice 2008-PSSFI, that has been issued and is in effect as of the Commencement Date, including provisions prohibiting severance payments to the Senior Executive Officers, (B) the Company shall have taken all necessary action to effect such changes to its Plans with respect to the U.S.-based Senior Partners (and to the extent necessary for such changes to be legally enforceable, each of the U.S.-based Senior Partners shall have duly consented in writing to such changes), as may be necessary, during the Relevant Period, in order to comply with the requirements in Section 4.10 of this Agreement (as the requirements referred to in such Section are in effect as of the Commencement Date), (C) the Company shall have used its best efforts to take all necessary action to effect such changes to its Plans with respect to the other Senior Partners (and to the extent necessary for such changes to be legally enforceable, to have each of the other Senior Partners duly consent in writing to such changes), as may be necessary, during the Relevant Period, in order to comply with the requirements in Section 4.10 of this Agreement (as the requirements referred to in such Section are in effect as of the Commencement Date) and (D) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.5(e)(iv)(A) and (B) have been satisfied; “Relevant Period” means the period in which any obligation of the Company arising from financial assistance provided under the Troubled Asset Relief Program remains outstanding (excluding any period during which the Federal government only holds warrants to purchase the Company’s Common Stock);
Appears in 1 contract
Samples: Securities Purchase Agreement (American International Group Inc)
Commencement of Commitment. (a) On the terms and subject to the conditions set forth in this Agreement, the Company agrees to sell to the Investor the Purchased Securities in exchange for the Investor’s entry into the Commitment, with an understanding that the Board of Directors of the Company (the “Board of Directors”) has determined that the value of the Investor’s entry into the Commitment is at least equal to the aggregate of (i) the Commitment Fee, (ii) the aggregate par value of the Series F Preferred Stock (iii) the value of the Warrant and (iv) the aggregate par value of the Warrant Shares less the aggregate Exercise Price (as defined in the Warrant) of the Warrant Shares (it being understood that the value received by the Company includes, but is not limited to, consideration in the amount of the aggregate par value of the Warrant Shares less the aggregate Exercise Price of the Warrant Shares, such value received shall take the form of the Investor’s entry into the Commitment, and so long as the par value of the Common Stock is $2.50 per share, the aggregate par value of the Warrant Shares less the aggregate Exercise Price of the Warrant Shares shall be reserved and credited on the books and records of the Company in a special reserve as directed by the Board of Directors).
(b) On the terms and subject to the conditions set forth in this Agreement, the closing of the Purchase (the “Closing”) will take place at the location specified in Schedule A, at the time and on the date set forth in Schedule A, or as soon as practicable thereafter, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Commencement Date”.
(c) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.5, at the Closing (i) the Company will deliver to the Investor the Series F Preferred Stock and the Warrant, in each case as evidenced by one or more certificates dated the Commencement Date and bearing appropriate legends as hereinafter provided for and (ii) upon verification of receipt of the Preferred Stock and the Warrant by the Investor’s duly appointed custodian, the Investor shall consummate the Purchase.
(d) The respective obligations of each of the Investor and the Company to consummate the Purchase are subject to the fulfillment (or waiver by the Investor and the Company, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Purchase shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the Purchase.
(e) The obligation of the Investor to consummate the Purchase is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions:
(i) (A) the representations and warranties of the Company set forth in SectionSection 2.2 shall be true and correct in all material respects as though made on and as of the Commencement Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Commencement Date;
(ii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.5(e)(i) have been satisfied;
(iii) the Company shall have duly adopted and filed with the Secretary of State of Delaware the certificate of designations for the Series F Preferred Stock in substantially the form attached hereto as Annex A (the “Certificate of Designations”) and such filing shall have been accepted;
(iv) (A) the Company shall have taken all necessary action to effect such changes to its existing compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Plans”, and together with all such plans, arrangements and agreements hereafter adopted, created or entered into, “Benefit Plans”) with respect to the Senior Executive Officers (and to the extent necessary for such changes to be legally enforceable, each of the Senior Executive Officers shall have duly consented in writing to such changes), as may be necessary, during the Relevant Period, in order to comply with Section 111 of the Emergency Economic Stabilization Act of 2008, as amended (the “EESA”), including the provisions for Systemically Significant Failing Institutions, as implemented by guidance or regulation issued thereunder, including Notice 2008-PSSFI, that has been issued and is in effect as of the Commencement Date, including provisions prohibiting severance payments to the Senior Executive Officers, (B) the Company shall have taken all necessary action to effect such changes to its Plans with respect to the
Appears in 1 contract
Samples: Securities Purchase Agreement
