Conditions and Obligations. The obligation of the Dealer Managers to act as Dealer Managers hereunder shall at all times be subject, in their discretion, to the conditions that:
(a) For the period from and after effectiveness of this Agreement and prior to the Exchange Date: (i) Charter Holdco shall have filed the Registration Statement with the SEC not later than the date hereof and the Registration Statement shall become effective prior to the Exchange Date; and (ii) no stop order refusing or suspending the effectiveness of the Registration Statement or any post-effective amendment shall have been issued or be in effect and no proceedings for such purpose shall have been instituted or threatened by the SEC.
(b) All representations and warranties of Charter Holdco contained herein or in any certificate or writing delivered hereunder at all times during the Exchange Offer shall be true and correct in all material respects.
(c) The Charter Companies at all times during the Exchange Offer shall have performed, in all material respects, all of their obligations hereunder required as of such time to have been performed by them.
(d) The General Counsel of Charter Holdco shall have delivered to the Dealer Managers an opinion, prior to the Commencement Date and on the Exchange Date, substantially in the form of Exhibit C hereto.
(e) Gxxxxx, Dxxx & Cxxxxxxx LLP, counsel for Charter Holdco, shall have delivered to the Dealer Managers an opinion, prior to the Commencement Date and on the Exchange Date, substantially in the form of Exhibit D hereto.
(f) Dxxxx Wxxxxx Xxxxxxxx LLP, special regulatory counsel to Charter Holdco, shall have delivered to the Dealer Managers an opinion, prior to the Commencement Date and on the Exchange Date, substantially in the form of Exhibit E hereto.
(g) No stop order, restraining order or injunction has been issued by the SEC or any court, and, except as disclosed in CCI’s filings with the SEC, no litigation shall have been commenced or, to the knowledge of Charter Holdco, threatened before the SEC or any court, with respect to (i) the making or the consummation of the Exchange Offer, (ii) the execution, delivery or performance by Charter Holdco of this Agreement or (iii) any of the transactions in connection with, or contemplated by, the Offering Documents which the Dealer Managers or their legal counsel in good faith believes makes it inadvisable for the Dealer Managers to continue to render services pursuant hereto and it shall not have otherwise become unlaw...
Conditions and Obligations. To the extent performance of any obligation of Seller under this Agreement or the satisfaction of any condition of Purchaser’s obligation to close requires the performance of AFE or any of the Subsidiaries, Seller shall cause AFE and the applicable Subsidiary, as the case may be, to perform or satisfy same.
Conditions and Obligations. 3.1 The obligations of GaoKe under this Agreement shall be subject to the conditions that:
a) all the terms, covenants and conditions of this Agreement to be complied with and performed by Evatech shall have been fully complied with and performed in all material respects;
b) the representations and warranties of Evatech contained herein shall be true and correct as of the Closing Date;
c) the Recovery Plan contains substantially the same terms as set out in Exhibit B and can be implemented in accordance with its terms;
d) Evatech having completed the Evatech Share Buy Back and none of its assets are subject to any Encumbrances except those stipulated in the Recovery Plan;
e) Evatech having received, from both the Court and the administrator appointed by the Court (“Administrator”),
(i) the necessary approval for Evatech to be a party to this Agreement; and
(ii) the necessary consent for the transfer of the ownership of the Stock to GaoKe;
f) Evatech having:
(i) entered into an entrustment agreement with Mr. Eiji Ino for the appointment of him to become the Representative Director of Evatech for a term of three (3) years with such entrustment agreement to include provisions in relation to certain technology developed and held by Evatech;
(ii) passed a shareholder resolution to approve the terms of the entrustment agreement in clause 3.1(f)(i) above; and
(iii) in the event Mr Eiji Ino is required to resign as a Representative Director of Evatech for any reason (including but not limited to his personal bankruptcy), Evatech having passed:
(a) a shareholder resolution to re-appoint Mr Eiji Ino as a Director of Evatech; and
(b) a board resolution to appoint Mr Eiji Ino as a Representative Director of Evatech.
g) Evatech having:
(i) entered into an entrustment agreement with Xx. Xxxxxxxx Xx to appoint him as Representative Director and Chairman of the Board of Directors and an entrustment agreement with Xx. Xxxx X. Lin to appoint him as Representative Director of Evatech for terms of three (3) years; and
(ii) passed a shareholder resolution to appoint Xx. Xxxxxxxx Xx and Xx. Xxxx X. Lin as Director of Evatech; and
(iii) passed a board resolution to appoint Xx. Xxxxxxxx Xx as a Representative Director and Chairman of the Board of Directors and Xx. Xxxx X. Lin as a Representative Director.
h) Evatech having procured the resignation of the following members of the Board of Directors of Evatech as of the Closing Date:
(i) Xxxxxxx Xxxx;
(ii) Xxxxx Xxxxx;
(iii) Kenich...
Conditions and Obligations. The elimination of errors, i.e. deviations from the respective product description, subsidiarily from the respective user guide- book, shall be effected by the delivery of a software alternative, a hotfix, an update or upgrade. The error is eliminated under the condition that it is reproducible and occurs in the latest version acquired by Licensee. Licensee shall provide Licensor with all information and documents necessary for the error elimination in written form, without delay and without charge, to the extent they are available to Licensee and they do not fall under a specific confidentiality obligation. Licensee shall grant to Licensor access to all affected equipment and data and shall provide all necessary data and machine time without charge. Until the provision of new software in which the error has been eliminated, Licensor will provide an interim solution to work around the error if this is possible with reasonable expenses. Licensor hereby informs Licensee that due the complexity of Innovator, the defect analysis and elimination of major defects is not possible in less than five working days, because such an amount of time is necessary only for the correction of a localized error as well as for porting, tests etc. The costs and the risk of the transport of the data carrier to Li- censee shall be borne by Licensor.
Conditions and Obligations. As an AGR or Military Technician in the Georgia Army National Guard, I am applying for a CLASP assignment. I understand that I will be placed in a leadership position IAW the guidelines of NGR 600-5, paragraph 4-6 dated 21 September 2015.
Conditions and Obligations. The Company shall not be obligated to issue shares of Common Stock upon exercise of the Option if the Company is advised by its legal counsel that such issuance would violate applicable state or federal laws, including securities laws. The Company will use its best efforts to take steps required by state or federal law or applicable regulations in connection with issuance of shares upon exercise of the Option.
Conditions and Obligations. The obligation of the Dealer Manager to act as dealer manager hereunder shall at all times be subject, in its discretion, to the following conditions:
(a) All representations and warranties of the Company contained herein or in any certificate or writing delivered hereunder at all times during the Offer and Solicitation shall be true and correct. The Company acknowledges that Sandler’s agreement to act, or to continue to act, as Dealer Manager at a time when it knows or should know that any such representation, warranty and agreement is or may be untrue or incorrect or not performed, as the case may be, shall be without prejudice to its right subsequently to cease so to act by reason of such untruth, incorrectness or nonperformance, as the case may be.
(b) The Company shall have performed, at all times during the Offer and Solicitation, in all material respects, all of its obligations hereunder required as of such time to have been performed by it.
(c) The Dealer Manager shall have received on the date hereof and on the Expiration Date an opinion from each of Xxxxxx, Xxxxx & Xxxxxxx LLP and Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsels for the Company, and Xxxxxxxx Xxxxx, Executive Vice President and General Counsel of the Company, in form and substance satisfactory to you, and to such further effect as counsel to the Dealer Manager may reasonably request.
(d) The Dealer Manager shall have received on the date hereof and on the Expiration Date an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Dealer Manager.
(e) The Dealer Manager shall have received letters, satisfactory in form to the Dealer Manager and their counsel, dated the date hereof (and reaffirmed and updated on the Expiration Date) and addressed to you, from each of PricewaterhouseCoopers LLP, independent certified public accountants for the Company until March 2012, and KPMG, independent certified public accountants for the Company since March 2012, containing statements and information of the type ordinarily included in accountants’ comfort letters with respect to the financial statements and certain financial information contained or incorporated by reference in the Offer and Solicitation Documents.
(f) At the Expiration Date, there shall have been delivered to the Dealer Manager, on behalf of the Company, a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of such date, and stating that the representations and warranties set forth ...
Conditions and Obligations. The obligation of Wachovia to act as Dealer Manager hereunder shall at all times be subject, in its discretion, to the conditions that:
(a) For the period from and after effectiveness of this Agreement and prior to the Exchange Date: (i) the Company shall have filed the Registration Statement with the SEC not later than the date hereof and the Registration Statement shall become effective prior to the Exchange Date; and (ii) no stop order refusing or suspending the effectiveness of the Registration Statement or any post-effective amendment shall have been issued or be in effect and no proceedings for such purpose shall have been instituted or threatened by the SEC.
(b) All representations and warranties of the Company contained herein or in any certificate or writing delivered hereunder at all times during the Exchange Offer shall be true and correct.
(c) The Company at all times during the Exchange Offer shall have performed, in all material respects, all of its obligations hereunder required as of such time to have been performed by it.
Conditions and Obligations. The Grantor and the Grantee will verify and notify each other whether any party to be engaged in the Project is listed on the publicly available debarment list of the following international financial institutions: World Bank Group, African Development Bank, Asian Development Bank, European Bank for Reconstruction and Development and the Inter-American Development Bank. Any such party will be excluded from involvement, or further involvement, in the Project. If not, Grantor is allowed to stop the Grant and terminate the Grant Arrangement.
Conditions and Obligations. The obligation of NMS to act as a Dealer Manager hereunder shall at all times be subject, in its discretion, to the conditions that:
(a) All representations and warranties of the Company contained herein or in any certificate or writing delivered hereunder at all times during the Tender Offer shall be true and correct in all material respects.
(b) The Company at all times during the Tender Offer shall have performed all of its obligations hereunder required as of such time to have been performed by it.
