Condition to Closing. Buyer acknowledges and agrees that the Closing is contingent upon the closing of the IPO, and that if, for whatever reason, the IPO is not completed, the Company shall not be obligated to issue and sell the Restricted Shares and Buyer shall not be required to purchase the Restricted Shares and this Agreement may be terminated in accordance with Section 5(k) below.
Condition to Closing. The obligation of either party to proceed with the closing contemplated hereby shall be expressly conditioned on the absence of any judgment, injunction, judicial order or decree binding upon a party hereto that would prohibit such party from consummating the transactions contemplated hereby or any pending action, suit or proceeding which challenges the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, provided that a failure of this condition shall not be asserted by a party if such failure is the direct or indirect result of such party’s breach of any representation or warranty contained in Article II or Article III, as applicable.
Condition to Closing. (a) The obligation of Purchasers under this Agreement to Purchase the Notes will be subject to the following conditions:
(i) Purchasers shall have received on each Closing Date a certificate, dated such Closing Date and signed by an executive officer of the Company, to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of such Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before such Closing Date.
(ii) Purchasers shall have received on March 9, 2001 an opinion of Cautxxxx Xxxx Xxxxxxxxxx Xxxlxx Xxxexxx Xxxkxx & Xeitxx, outside counsel for the Company, dated March 9, 2001, to the effect set forth in EXHIBIT "C" hereto with respect to the Notes.
(b) The obligation of the Company under the Agreement to issue the Notes will be subject to the following condition:
(i) The Company shall have received each Closing Date a certificate, dated such Closing Date and signed by each Purchaser, to the effect that the representations and warranties of the Purchasers contained in this Agreement are true and correct in all material respects as of the Closing Date and that the Purchasers have complied in all material respects with all of the agreements and satisfied all of the conditions on their parts to be performed or satisfied on or before such Closing Date.
(c) The obligations of Purchasers and the Company to purchase and issue the Notes, respectively as contemplated hereby are subject to the satisfaction on or prior to each Closing Date of the following conditions:
(i) No temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the purchase and sale of the Notes contemplated hereby shall be in effect.
(ii) No action shall have been taken nor any statute, rule, or regulation shall have been enacted by any governmental entity that makes the purchase and sale of the Notes contemplated hereby illegal.
Condition to Closing. It is expressly agreed by the parties that the closing of the transactions contemplated by this Agreement is conditional upon the Corporation entering into one or more definitive written agreements with one or more third parties or affiliates of the Investor or the Company to purchase the Corporation's Common Stock on, or before, the Closing, the purchase price(s) of which when combined with the Purchase Price of the Shares purchased by the Investor hereunder, will equal at least U.S.$500,000 in the aggregate. In the event that the foregoing condition is not satisfied on, or before, the date of the Closing, the Closing shall not occur and this Agreement shall automatically terminate without obligation or liability of either party.
Condition to Closing. (i) EBOF shall have obtained from the Issuer or its agents the Exchanged Notes in such name as the Investor shall request.
(ii) The Issuer shall have executed and delivered to the Investor the Notice and Acknowledgment of Transfer of Securities attached hereto as Exhibit A agreeing to be bound by all of the provisions contained therein.
(iii) The representations and warranties of the EBOF shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the EBOF shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the EBOF at or prior to the Closing Date.
Condition to Closing. (a) Notwithstanding anything to the contrary in this Agreement, the obligation of Seller to consummate the sale and purchase of the Option Shares contemplated hereby is subject to satisfaction of each of the following conditions:
(i) The Board of Directors of Seller shall have approved the sale of the Option Shares on or before the Closing Date.
(ii) The representations and warranties of Purchaser in this Agreement shall be true and complete in all material respects on and as of the Closing Date.
(b) Notwithstanding anything to the contrary in this Agreement, the obligations of Purchaser to consummate the sale and purchase of the Option Shares contemplated hereby are subject to the condition that the representations and warranties made by Seller in this Agreement shall be true and complete in all material respects on and as of the Closing Date.
Condition to Closing. The closing is Subject to satisfaction of the conditions that the representations and warranties of the Sellers and the Purchaser contained herein are true and correct and will be true and correct as of the Closing; the Sellers will have delivered to the Purchaser the items required and the purchaser will have delivered to Seller the items required and the Purchaser and Sellers will have performed and complied with all agreements and conditions required by this Agreement to be performed and complied with by such party prior to or as of the Closing.
Condition to Closing. In addition to the other conditions to Buyer's and Seller's obligations to close specified in SECTIONS 9 AND 10 hereof, and notwithstanding any other term or provision hereof, each of Buyer and Seller shall have the right to terminate this Agreement and refrain from consummating the transactions contemplated hereby without liability if the aggregate amounts payable to Seller pursuant to SECTION 2.1.1(b) (and subject to the terms of SECTION 3.
2.1) are insufficient to pay, satisfy or otherwise discharge in full the Closing Date Liabilities, as set forth in Schedule 3.2.1 (and as further reduced pursuant to signed and completed Renegotiated Debt Agreements).
Condition to Closing. The Closing shall be subject to satisfaction of the condition that (i) the representations and warranties of (a) the Seller contained in Section 7 hereof, and (b) the Purchaser contained in Section 8 hereof, are true and correct and shall be true and correct as of the Closing Date; the Seller shall have delivered to the Purchaser the items required by Section 4 hereof; (c) the Purchaser shall have delivered to Seller the items required by Section 5 hereof; and (d) the Purchaser and Seller shall have performed and complied with all agreements and conditions required by this Agreement to be performed and complied with by such party prior to or as of the Closing Date.
Condition to Closing. The effectiveness of this Agreement is subject --------------------- to the following conditions:
(a) Administrative Agent shall have received, on or before the Closing Date, all of the following documents, in form and substance reasonably satisfactory to Administrative Agent and Majority Banks:
