Condition to Company’s Obligations. The obligations of the Company to each Investor under this Agreement are subject to the fulfillment or waiver on or before the Closing of the following condition by each Investor:
(a) Each of the representations and warranties of such Investor contained in Section 5 shall be true and correct on the date of the Closing or Additional Closing, as the case may be, with the same effect as though such representations and warranties had been made on and as of the Closing or Additional Closing, as the case may be.
(b) Each Investor shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing or Additional Closing, as the case may be, and shall have obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein.
(c) The Company and each of the Investors shall have executed this Agreement and the Put Agreement.
Condition to Company’s Obligations. Notwithstanding any other provision in this Agreement to the contrary, the Company shall have no obligation to effect any registration of Registrable Securities pursuant to this Agreement within 180 days of the date of the prospectus for the Offering, unless Xxxxx Xxxxxx Inc. shall have given its prior written consent to such filing.
Condition to Company’s Obligations. The obligations of the Company to Investor under this Agreement are subject to the fulfillment or waiver on or before the Closing of the following condition by Investor:
(a) Each of the representations and warranties of Investor contained in Section 4 shall be true and correct on the date of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing; and
(b) Investor shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and shall have obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein.
Condition to Company’s Obligations. The obligations of the Company to each Lender under this Agreement are subject to the fulfillment or waiver on or before each Closing of the following conditions by such Lender:
(a) Each of the representations and warranties of such Lender contained in Section 5 shall be true and complete on the date of such Closing with the same effect as though such representations and warranties had been made on and as of such Closing; and
(b) such Lender shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing and shall have obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein.
Condition to Company’s Obligations. The obligations of the Company to the Investor under this Agreement are subject to the fulfillment or waiver on or before the Closing of the following conditions:
(a) Each of the representations and warranties of the Investor contained in Section 4 shall be true and correct on the date of the Closing; and
(b) The Investor shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.
Condition to Company’s Obligations. The obligations of the Company to each Investor under this Agreement are subject to the fulfillment or waiver on or before each Closing of the following conditions by such Investor:
(a) Each of the representations and warranties of such Investor contained in Section 5 shall be true and complete on and as of the relevant Closing after giving effect thereto and as if made on and as of the date of the relevant Closing.
(b) Such Investor shall have executed and delivered counterpart signature pages to this Agreement and shall have acknowledged its Note.
(c) Such Investor shall have executed and delivered a validly completed IRS Form W-8BEN/W-8BEN-E, IRS Form W-9 or similar form.
Condition to Company’s Obligations. The obligations of the Company to each Investor under this Agreement are subject to the fulfillment or waiver, on or before Closing, of each of the following conditions:
1. each of the representations and warranties of such Investor contained in Section 4 shall be true and correct on the date of the Closing;
2. the Investors have, in the aggregate, purchased a minimum of $8 million in Notes and Warrants;
3. such Investor shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and shall have obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein; and
4. such Investor shall have transferred to the Company, by wire payment in immediately available funds, the purchase price for the Notes and Warrants issued to it, in the respective amount indicated on Exhibit A hereto opposite the name of such Investor.
Condition to Company’s Obligations. For purposes of the Third Closing only, the obligation of the Company to deliver the Shares at the Third Closing shall be subject to (i) surrender by Tribune at the Third Closing of that certain Warrant to purchase 525,000 shares of Series B Preferred Stock of the Company dated August 9,1996, which warrant has been amended and restated in its entirety by the Amended Warrant, and (ii) delivery by Tribune at the Third Closing of an executed Notice of Exercise with respect to the Amended Warrant.
Condition to Company’s Obligations. Notwithstanding ------------------------------------- anything to the contrary set forth herein, the Company's obligations contained in this Agreement are conditioned upon the Investor providing the Company with information required to complete the Selling Shareholder section of the Registration Statement.
Condition to Company’s Obligations. Notwithstanding any other provision in this Agreement to the contrary, the Company shall have no obligation to effect any registration of Registrable Securities pursuant to this Agreement within 180 days of the date of the prospectus for the Offerings, unless U.S. Bancorp Piper Jaffray Inc. on behalx xx xxx xxxerwriters in the Offering shall have given its prior written consent to such filing.
