Conditions of Investor’s Obligations. The obligations of the Investor hereunder are subject to the fulfillment on or before the Closing of each of the following conditions:
Conditions of Investor’s Obligations. The obligations of the Investor hereunder, as to the Investor Units, shall be subject, in its discretion, to the condition that all representations and warranties and other statements of the Partnership herein are, at and as of the Closing Date, true and correct, the condition that the Partnership shall have performed all of its obligations hereunder theretofore to be performed, and the closing of the purchase and sale of the Partnership’s Common Units pursuant to the underwriting agreement, dated the date hereof, among the Partnership, the underwriters named therein and certain other parties shall have occurred.
Conditions of Investor’s Obligations. The obligations of the Investors hereunder are subject to the satisfaction or waiver, on or prior to the date of the Closing (the "Closing Date"), of the following conditions:
(a) The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. A prospectus containing the Rule 430A Information shall have been filed with the Commission in accordance with Rule 424(b) of the 1933 Act Regulations within the prescribed time period and prior to the Closing Date the Company shall have provided evidence satisfactory to the Investors of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the 1933 Act Regulations.
(b) The representations and warranties made by the Company shall be true and correct in all material respects and the Company shall have performed in all material respects all obligations required to be performed by it prior to the Closing.
(c) On the Closing Date the Investors shall have received:
(i) The favorable opinion, dated as of the Closing Date, of Robexx X. Xxxxxxxx, Xxq., substantially in the form of Annex D hereto.
(ii) Payment by wire transfer of the Standby Commitment Fee to the accounts specified by the Investors.
(iii) A letter from Gibsxx, Xxnn & Xrutxxxx xxxting that nothing has come to their attention that would lead them to believe that the Registration Statement or any amendment thereto, including the Rule 430A Information (except for the financial statements and schedules and other financial data included or incorporated by reference therein or omitted therefrom and the Form T-1, as to which counsel need make no statement), at the time such Registration Statement or any such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus or any amendment or supplement thereto (except for the financial statements and schedules and other financial data included or incorporated by reference therein or omitted therefrom, as to which counsel need make no statement), at the time the Prospectus was issued, at the time a...
Conditions of Investor’s Obligations. The obligations of Investor hereunder, including the obligation to effect payment of the Purchase Price for the Shares, are subject to the satisfaction or waiver in writing (where permissible) of the following conditions:
(a) The representations and warranties of Company set forth in this Agreement shall be true and correct as of the Effective Date of this Agreement and Company shall have performed all obligations required to be performed by it under this Agreement prior to the Closing.
(b) Investor shall have received an executed certificate of the Secretary of Company as to (i) the approval of the execution and delivery of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, (ii) the corporate status of Company, and (iii) the incumbency and true signatures of the officers of Company who executed this Agreement or will execute any other Transaction Document contemplated hereby on behalf of Company.
(c) Investor shall have received (i) a copy, certified by the Secretary of State of the State of Delaware on the Effective Date, of the Certificate of Incorporation of Company and all amendments thereto, and (ii) a certificate, dated the Effective Date, of the Secretary of State of the State of Delaware regarding Company’s corporate status.
(d) All registrations, filings, applications, notices, transfers, consents, approvals, orders, qualifications and waivers necessary in order for Company to consummate the transactions contemplated by this Agreement and the other Transaction Documents, including the consent and approval of Bridge Bank, National Association, shall have been made or obtained by Company, in form and substance reasonably satisfactory to Investor and its counsel, and delivered to Investor.
(e) Investor shall have received the Investor Rights Agreement, duly executed by Company, in the form attached hereto as Exhibit A.
(f) Investor shall have received the Voting Agreement, duly executed by Company and the stockholders of Company whose names are set forth on the signature pages thereto, in the form attached hereto as Exhibit B.
(g) Investor shall have received the Amendment, duly executed by Company.
(h) Investor shall have received an opinion of Xxxxxxxxxx & Xxxxx, LLP, counsel for Company, addressed to Investor, and dated the Effective Date, in form and substance satisfactory to Investor.
(i) Investor shall have received written waivers, in a form reasonably satisfactory to Inve...
Conditions of Investor’s Obligations. The obligations of the Investor to effect the Transactions hereunder at the applicable Closing shall be subject to the conditions, except as waived by the Investor in its sole discretion, that: (i) all representations and warranties and other statements of the Partnership herein are, at and as of the Closing Date, true and correct in all material respects, (ii) the WMB Common Stock Offering Shall have been consummated at a public offering price per share of WMB Common Stock greater than or equal to the Minimum Share Price, and (iii) no order shall have been entered and remained in effect in any action or proceeding before any federal, foreign, state or provincial court or governmental agency or other federal, foreign, state or provincial regulatory or administrative agency or commission that would prevent or make illegal the consummation of the transactions.
Conditions of Investor’s Obligations. The obligations of the Investor hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 3 hereof or in certificates of any officer of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:
Conditions of Investor’s Obligations. The obligation of each ------------------------------------ Investor to purchase and pay for the Preferred Stock and the Convertible Promissory Notes which it has agreed to purchase on the Closing Date is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by an Investor with respect to such investor:
Conditions of Investor’s Obligations. The obligations of the Investor hereunder, as to the purchase of the Investor Units, shall be subject to the following conditions, except as waived by the Investor in its sole discretion, that: (i) all representations and warranties and other statements of the Partnership herein are, at and as of the Closing Date, true and correct; (ii) the Partnership shall have performed all of its obligations hereunder theretofore to be performed and (iii) the Investor shall have (A) borrowed bridge loans in a gross amount of not less than $500 million pursuant to a commitment letter between the Investor and Citigroup Global Markets Inc.; (B) issued not less than $500 million in aggregate principal amount of senior notes under its effective shelf registration statement on Form S-3; or (C) borrowed funds in a gross amount of not less than $500 million pursuant to alternate financing on terms acceptable to the Investor in its sole discretion.
Conditions of Investor’s Obligations. The obligations of the Investor hereunder, as to the purchase of the Investor Units, shall be subject, in its sole discretion, to the condition that all representations and warranties and other statements of the Partnership herein are, at and as of the Closing Date, true and correct and to the condition that the Partnership shall have performed all of its obligations hereunder theretofore to be performed.
Conditions of Investor’s Obligations. The obligations of Investor to complete the transactions provided for herein are subject to all of the following conditions, any of which may be waived in writing by Investor:
