Conditions of the Closing. The Closing shall be held at the offices of May Xxxxx or its counsel. The obligations of May Xxxxx hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company herein as of the date hereof and as of the Closing with respect to the Company as if it had been made on and as of the Closing; the accuracy on and as of the Closing of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of the Closing of its covenants and obligations hereunder and to the following further conditions:
A. At the Closing, May Xxxxx shall receive the opinion of Xxxxxxx X. Xxxxxxx, Esq., counsel to the Company, dated as of the date of the Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for May Xxxxx.
B. At or prior to the Closing, counsel for May Xxxxx shall have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.
C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company which has not been disclosed in the Offering Materials or to May Xxxxx in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those set forth in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged,...
Conditions of the Closing. SECTION 7.01 Conditions to Each Party's Obligation to Effect the Transaction The respective obligations of each party to close the Transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following condition, which may be waived, in whole or in part to the extent permitted by applicable Law. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, execution order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Transaction or any transaction contemplated by this Agreement; provided, however, that the parties shall use reasonable commercial efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.
Conditions of the Closing. General Conditions to the Investors' and the Lenders' Obligations to Make Loans and Investor Contributions..............................
Conditions of the Closing. The delivery to the Purchaser of the items to be delivered by the Companies and the Shareholders as provided in Section 8.4 and the delivery to STL and the Shareholders of the items to be delivered by the Purchaser as provided in Section 8.5 shall constitute the conditions of the Closing.
Conditions of the Closing. Section 2.1 Condition Precedent; Affiliate Shares Michele Ralston, the Purxxxxxx'x xxxxxnt chief financial officer (the "Affiliate"), beneficially owns 104,495,322 shares of Purchaser common stock and 100,000 shares of Purchaser Series 1 Preferred Stock, corresponding to about 68% of the voting stock of the Purchaser. The Affiliate shall surrender its shares of Purchaser Series 1 Preferred Stock in connection with the completion of the subsidiary sale as provided for in Section 2.2, below.
Conditions of the Closing. The obligation of Buyer to purchase the Company Notes at the Closing is subject to satisfaction or waiver of each of the following condition precedent:
Conditions of the Closing. INVESTOR The obligations of the Investor to purchase the Shares to be purchased by him at the Closing shall be subject to the satisfaction of the following conditions at and as of the time of the Closing:
Conditions of the Closing. 6.1 Conditions to the Lessor's and the Holders' Obligations. The obligations of the Lessor and the Holders to consummate the transactions contemplated by this Agreement on the Closing Date, including the obligation to execute and deliver the applicable Operative Agreements to which each is a party on the Closing Date, are subject to (i) the accuracy and correctness on the Closing Date of the representations and warranties of the other parties hereto contained herein, (ii) the accuracy and correctness on the Closing Date of the representations and warranties of the other parties hereto contained in any other Operative Agreement or certificate delivered pursuant hereto or thereto, (iii) the performance by the other parties hereto of their respective agreements contained herein and in the other Operative Agreements and to be performed by them on or prior to the Closing Date and
Conditions of the Closing. The effectiveness of this Agreement and the Lender’s obligations hereunder is subject to satisfaction of the following conditions precedent:
(a) The Lender’s receipt of the following, each of which shall be originals or facsimile or email transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of each Borrower, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Lender:
(i) fully executed counterparts of this Agreement, sufficient in number for distribution to the Lender and each Borrower;
(ii) if requested by the Lender, Notes executed by each Borrower on behalf of its Funds;
(iii) a certificate signed by a Responsible Officer of each Borrower certifying that attached thereto is a true, correct and complete copy of the (A) Organization Documents of each Borrower, and either (1) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (2) stating that no such consents, licenses or approvals are so required;
(iv) a certificate of a Responsible Officer of each Borrower providing (A) evidence of any actions by trustees or other actions necessary approving the entry by each Borrower into and performance of the relevant Loan Documents and the transactions contemplated thereby, and (B) incumbency signatures of authorized officers:
(v) a certificate signed by a Responsible Officer of each Borrower certifying (A) that the conditions specified in Sections 4.02 have been satisfied and (B) that there has been no event or circumstance that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to a Fund;
(vi) The Lender shall have received a Form FR U-1 for each Fund, each duly completed, executed and delivered by a Responsible Officer of each Borrower demonstrating the compliance of such initial borrowing with Regulation U;
(vii) The Lender shall have received the executed legal opinion of counsel(s) to each Borrower and each of its Funds, in a form reasonably acceptable to the Lender. Such legal opinions shall cover such matters incident to the transaction...
Conditions of the Closing. 5.1. The Closing of the transactions under this Agreement is subject to the fulfilment of each of the following conditions which must occur no later than 45 days following the Final Date:
5.1.1. The representations and warranties of the Company contained in Section 3 shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
5.1.2. The representations and warranties of the Investor contained in Section 4 shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
5.1.3. The TASE has approved the listing of the Shares and of the Warrant Shares for trade on the TASE.
5.1.4. No temporary restraining order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or other similar legal restraint shall be in effect that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibits or otherwise restrains the consummation of the transactions contemplated by this Agreement.
