Common use of Conditions of Investor’s Obligations Clause in Contracts

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 any such amended or supplemented prospectus was issued or at the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (iv) A certificate of the Chairman, the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Date, to the effect that (i) there has been no Material Adverse Effect since the execution of this Agreement, (ii) the representations and warranties in Section 2 hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of Closing Date, (iii) the Company has complied in all material respects with all agreements and satisfied all conditions required on its part to be performed or satisfied at or prior to Closing Date pursuant to this Agreement. (v) From Deloitte & Touche, a letter dated such date, in form and substance satisfactory to the Investors, to the effect that (i) they are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the 1933 Act Regulations; (ii) it is their opinion that the consolidated financial statements and supporting schedules included in the Registration Statement and covered by their opinions therein comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations; (iii) based upon limited procedures set forth in detail in such letter, nothing has come to their attention which causes them to believe that (A) the interim unaudited financial statements of the Company and its subsidiaries included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations or are not presented in conformity with GAAP applied on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statement (except as may otherwise be indicated therein), (B) the unaudited amounts of revenue, earnings and earnings per common and equivalent share set forth under "Selected Consolidated Financial Data" in the Prospectus were not determined on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statement, or (C) at a specified date not more than three days prior to the Closing Date, there has been any change in the capital stock of the Company or any increase in the consolidated long-term debt of the Company and its subsidiary or any decrease in consolidated net current assets or net assets as compared with the amounts shown in the balance sheet incorporated by reference in the Registration Statement or, during the period from October 1, 1998 to a specified date not more than three days prior to the Closing Date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, net income or net income per share of the Company and its subsidiaries, except in all instances for changes, increases or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur and except as otherwise set forth in such letter; and (iv) in addition to the examination referred to in their opinions and the limited procedures referred to in clause (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information which are included in the Registration Statement and Prospectus and which are specified by the Investors, and have found such amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other records of the Company and its Subsidiaries identified in such letter. (d) At the Closing Date: (i) No preliminary or permanent injunction or other order by any court or other judicial or administrative body of competent jurisdiction which prohibits or prevents the consummation of the transactions contemplated by this Agreement shall have been issued and remain in effect. (ii) An amendment to the Credit Agreement shall have been executed and delivered by all parties thereto and the Investors and the Company shall be reasonably satisfied that none of the transactions contemplated hereby, including, without limitation, the conversion of the Debentures into Common Stock by any Investor, will constitute a Default or an Event of Default under the Credit Agreement as so amended. (iii) The Company shall have obtained all consents and approvals from and shall have made all filings and registrations with, any person, including but not limited to any governmental entity, necessary to be obtained or made in order to consummate the transactions contemplated by this Agreement. (iv) The Company shall have issued certificates evidencing the Debentures and executed and delivered to each Investor a receipt of payment for the amount subscribed for by such Investor. (v) The Company shall have executed and delivered or caused to be delivered the Registration Rights Agreement substantially in the form of Annex E hereto. (e) At the Closing Date, the Debentures and the Common Stock issuable upon conversion thereof shall have been approved for listing on the New York Stock Exchange, subject only to official notice of insurance.

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 DateCLOSING 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 under 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 under the 1933 Act Regulations0000 Xxx. (b) The representations and warranties made by the Company shall be true and correct in all material respects as of the Closing Date 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. XxxxxxxxXxxx Xxxx Xxxx & Freidenrich LLP, Xxq., substantially in the form of Annex D hereto. (ii) Payment by wire transfer of the Standby Commitment Fee and substance satisfactory 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 any such amended or supplemented prospectus was issued or at the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ivii) A certificate of the Chairman, the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Date, to the effect that (i) there has been no Material Adverse Effect since the execution of this Agreement, (ii) the representations and warranties in Section 2 hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of Closing Date, (iii) the Company has complied in all material respects with all agreements and satisfied all conditions required on its part to be performed or satisfied at or prior to Closing Date pursuant to this Agreement. (v) From Deloitte & Touche, a letter dated such date, in form and substance satisfactory to the Investors, to the effect that (i) they are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the 1933 Act Regulations; (ii) it is their opinion that the consolidated financial statements and supporting schedules included in the Registration Statement and covered by their opinions therein comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations; (iii) based upon limited procedures set forth in detail in such letter, nothing has come to their attention which causes them to believe that (A) the interim unaudited financial statements of the Company and its subsidiaries included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations or are not presented in conformity with GAAP applied on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statement (except as may otherwise be indicated therein), (B) the unaudited amounts of revenue, earnings and earnings per common and equivalent share set forth under "Selected Consolidated Financial Data" in the Prospectus were not determined on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statement, or (C) at a specified date not more than three days prior to the Closing Date, there has been any change in the capital stock of the Company or any increase in the consolidated long-term debt of the Company and its subsidiary or any decrease in consolidated net current assets or net assets as compared with the amounts shown in the balance sheet incorporated by reference in the Registration Statement or, during the period from October 1, 1998 to a specified date not more than three days prior to the Closing Date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, net income or net income per share of the Company and its subsidiaries, except in all instances for changes, increases or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur and except as otherwise set forth in such letter; and (iv) in addition to the examination referred to in their opinions and the limited procedures referred to in clause (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information which are included in the Registration Statement and Prospectus and which are specified by the Investors, and have found such amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other records of the Company and its Subsidiaries identified in such letter. (d) At the Closing Date: (i) No preliminary or permanent injunction or other order by any court or other judicial or administrative body of competent jurisdiction which prohibits or prevents the consummation of the transactions contemplated by this Agreement shall have been issued and remain in effect. (ii) An amendment to the Credit Agreement shall have been executed and delivered by all parties thereto and the Investors and the Company shall be reasonably satisfied that none of the transactions contemplated hereby, including, without limitation, the conversion of the Debentures into Common Stock by any Investor, will constitute a Default or an Event of Default under the Credit Agreement as so amended. (iii) The Company shall have (i) obtained all consents and approvals from and shall have made all filings and registrations with, any person, including but not limited to any governmental entity, necessary to be obtained or made in order to consummate the transactions contemplated by this Agreement and (ii) satisfied or obtained a valid waiver of any conditions to the effectiveness of any such consents or approvals. All such consents or approvals shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any governmental or regulatory authority necessary for the consummation of the transactions contemplated by this Agreement, including the HSR Act, shall have occurred. (iviii) The Company shall have issued certificates evidencing the Debentures Instruction Letter and executed and delivered to each Investor provided a receipt of payment copy thereof, acknowledged by the transfer agent for the amount subscribed for by such InvestorCommon Stock, to the Investors. (viv) The Company shall have executed and delivered or caused to be delivered the Registration Rights Agreement substantially in the form of Annex E heretoC hereto (the "REGISTRATION RIGHTS AGREEMENT"). (e) At the Closing Date, the Debentures and the Common Stock issuable upon conversion thereof Company shall have been applied to have the Shares approved for listing on the New York Nasdaq Stock Exchange, subject only to official notice of insuranceMarket.

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 under 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 under the 1933 Act RegulationsXxx. (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. XxxxxxxxGray Xxxy Xxxx & Xreidenrich LLP, Xxq., substantially in the form of Annex D hereto. (ii) Payment by wire transfer of the Standby Commitment Fee and substance satisfactory 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 any such amended or supplemented prospectus was issued or at the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ivii) A certificate of the Chairman, the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Date, to the effect that (i) there has been no Material Adverse Effect since the execution of this Agreement, (ii) the representations and warranties in Section 2 hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of Closing Date, (iii) the Company has complied in all material respects with all agreements and satisfied all conditions required on its part to be performed or satisfied at or prior to Closing Date pursuant to this Agreement. (viii) From Deloitte & ToucheArthxx Xxxexxxx XXX, a letter dated such date, in form and substance satisfactory to the Investors, to the effect that (i) they are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the 1933 Act RegulationsAct; (ii) it is their opinion that the consolidated financial statements and supporting schedules included in the Registration Statement and covered by their opinions therein comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act RegulationsAct; (iii) based upon limited procedures set forth in detail in such letter, nothing has come to their attention which causes them to believe that [(A) the interim unaudited financial statements of the Company and its subsidiaries included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations or are not presented in conformity with GAAP applied on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statement (except as may otherwise be indicated therein), (B) the unaudited amounts of revenue, earnings and earnings per common and equivalent share set forth under "Selected Consolidated Financial Data" in the Prospectus were not determined on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statement, or (C) at a specified date not more than three days prior to the Closing Date, there has been any change in the capital stock of the Company or any increase in the consolidated long-term debt of the Company and its subsidiary or any decrease in consolidated net current assets or net assets as compared with the amounts shown in the balance sheet incorporated by reference in the Registration Statement or, during the period from October 1, 1998 to a specified date not more than three days prior to the Closing Date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, net income or net income per share of the Company and its subsidiaries, except in all instances for changes, increases or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur and except as otherwise set forth in such letter; and (iv) in addition to the examination referred to in their opinions and the limited procedures referred to in clause (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information which are included in the Registration Statement and Prospectus and which are specified by the Investors, and have found such amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other records of the Company and its Subsidiaries identified in such letter. (d) At the Closing Date: (i) No preliminary or permanent injunction or other order by any court or other judicial or administrative body of competent jurisdiction which prohibits or prevents the consummation of the transactions contemplated by this Agreement shall have been issued and remain in effect. (ii) An amendment to the Credit Agreement shall have been executed and delivered by all parties thereto and the Investors and the Company shall be reasonably satisfied that none of the transactions contemplated hereby, including, without limitation, the conversion of the Debentures into Common Stock by any Investor, will constitute a Default or an Event of Default under the Credit Agreement as so amended. (iii) The Company shall have obtained all consents and approvals from and shall have made all filings and registrations with, any person, including but not limited to any governmental entity, necessary to be obtained or made in order to consummate the transactions contemplated by this Agreement. (iv) The Company shall have issued certificates evidencing the Debentures and executed and delivered to each Investor a receipt of payment for the amount subscribed for by such Investor. (v) The Company shall have executed and delivered or caused to be delivered the Registration Rights Agreement substantially in the form of Annex E hereto. (e) At the Closing Date, the Debentures and the Common Stock issuable upon conversion thereof shall have been approved for listing on the New York Stock Exchange, subject only to official notice of insurance.not