Conditions of the Obligations Sample Clauses

Conditions of the Obligations of You and the Underwriters: The obligations of you and the Underwriters hereunder and under the applicable Pricing Agreement are subject to the following conditions: (a) at the applicable Closing Date no stop order suspending the effectiveness of the Registrant Statement shall have been issued and no proceedings for that purpose shall be pending or threatened by the Commission; and the Representatives shall have received a certificate, dated the applicable Closing Date and signed by the Chairman of the Board, the President, an Executive Vice President or the Senior Vice President -- Finance and Treasurer of the Company (who may, as to threatened proceedings, rely upon the best of his information and belief), to that effect and to the effect set forth in clause (f) of this Section 7; (b) the Representatives shall have received opinions, dated the applicable Closing Date and reasonably satisfactory to counsel retained by the Representatives on behalf of the Underwriters, (A) from Messrs. Xxxx, Raywid & Xxxxxxxxx or such other special communications counsel for the Company as may be reasonably satisfactory to the Representatives, (B) from the General Counsel of the Company to the following effect and covering such additional matters as the Representatives may reasonably request: (i) the Company and each of its significant subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to carry on its business as described in the Prospectus (as amended or supplemented, if applicable) and the Company has the corporate power and authority to execute and deliver and perform its obligations under this Agreement and the Pricing Agreement, and to issue and sell the Offered Securities as contemplated by this Agreement and the Pricing Agreement. (ii) the Company and each of its significant subsidiaries is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would, in the aggregate, have a material adverse effect upon the financial condition, results of operations, business or properties of the Company and its subsidiaries taken as a whole; (iii) all corporate proceedings legally required in connection with the authorization and issuance of the Offered Securities and the sale of the Offered Securities by the Company in accordance with the terms of this Agreement and the Pricing Agreemen...
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Conditions of the Obligations. OF THE ------------------------------------ MEMBERS OF THE UNDERWRITING GROUP --------------------------------- After execution of this Agreement by the Company and the Representative, the obligations of the members of the Underwriting Group to purchase the Shares and to make payment therefor on the Closing Date and on the Option Closing Date shall be subject to the accuracy, as of the Closing Date and as of the Option Closing Date, of the representations and warranties on the part of the Company herein contained, to the performance by the Company of all of its agreements and obligations herein contained, to the fulfillment of or compliance by the Company with all covenants and conditions hereof, and to the following additional conditions, any of which may be waived or modified by the Representative:
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Conditions of the Obligations of Each Party. The obligations of Innovacom, on the one hand, and CTEI on the other hand, to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) The parties shall have executed the Software License Agreement; (b) CTEI shall have cause Xx. Xxxx Xxxxxxxx and Dr. Xxxxx Xxxxxx, each individually, to execute a "General Release" releasing Innovacom of its obligations and liabilities related to the Telemedicine Opportunity, a copy of the General Release is hereto attached as "Exhibit D" and "Exhibit E," respectively. (c) The parties shall have agreed upon the allocation of the sales price and prepared an Asset Acquisition Statement on Form 8594 as required by Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"); (d) All actions by or in respect of or filings with any court, arbitral tribunal, administrative agency, commission, or other governmental or regulatory authority or agency (a "Governmental Entity") required to permit the consummation of the asset purchase shall have been obtained; (e) All material consents of third parties (other than Governmental Entities), if applicable, shall have been obtained; and
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Conditions of the Obligations. OF STR AND THE SIGNING ------------------------------------------------------------ SHAREHOLDERS. The obligation of STR and the Signing Shareholders to consummate ------------ the transactions contemplated by this Agreement are subject to satisfaction of the following conditions:
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Conditions of the Obligations of the Seller Parties and the Company. The obligation of the Seller Parties and the Company to consummate the Transactions is subject to the satisfaction or waiver by the Company of the following conditions on or before the Closing Date: (a)
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Conditions of the Obligations. OF THE UNDERWRITER(S) OR REPRESENTATIVE(S). The obligations of the Underwriter(s) or Representative(s) to purchase and pay for the Common Shares as provided herein on the Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions: (a) Accountants' Comfort Letter. On the date hereof, the Underwriter(s) or Representative(s) shall have received from Coopers & Lybrxxx X.X.P., independent public or certified public accountants for the Company, a letter dated the date hereof addressed to the Underwriter(s) or Representative(s), in form and substance satisfactory to the Underwriter(s) or Representative(s), containing statements and information of the type ordinarily included in accountant's "comfort letters" to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus.
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Conditions of the Obligations. OF THE UNDERWRITERS tc "Section 5. Conditions of the Obligations of the Underwriters" \l 1 . The obligations of the several Underwriters to purchase and pay for the Shares as provided herein on the First Closing Date and, with respect to the Optional Shares, the Second Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Shareholders set forth in Sections 1(A) and 1(B) hereof as of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Shares, as of the Second Closing Date as though then made, to the timely performance by the Company and the Selling Shareholders of its covenants and other obligations hereunder, and to each of the following additional conditions:
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Conditions of the Obligations. OF EACH PARTY. The obligations of Sycom LLC, on the one hand, and Onsite on the other hand, to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) Each of the Ancillary Agreements, as more specifically provided for in Sections 3.1, 3.2, 3.3, and 3.4 of this Agreement, shall have been executed by the appropriate parties; (b) The Schedules as set forth under Articles VI and VII hereof, as may be amended by the parties prior to the Closing, shall be acceptable to the parties; (c) No court, arbitrator, or governmental body, agency, or official shall have issued any order, and there shall not be any statute, rule, or regulation, restraining or prohibiting the consummation of the asset purchase or the effective operation of the business of Onsite after the Closing Date; (d) The parties shall have agreed upon the allocation of the sales price and prepared an Asset Acquisition Statement on Form 8594 as required by Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"); (e) All actions by or in respect of or filings with any court, arbitral tribunal, administrative agency, commission, or other governmental or regulatory authority or agency (a "Governmental Entity") required to permit the consummation of the asset purchase shall have been obtained; (f) All material consents of third parties (other than Governmental Entities), if applicable, shall have been obtained; and (g) No claim or threat of legal action by any third party as a result of this transaction has been communicated to Onsite, which claim or threat remains unresolved as of the Closing Date.
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Related to Conditions of the Obligations

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Conditions to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

  • Conditions of the Obligations of the Underwriters The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • Conditions to the Obligations of the Buyer The obligations of the Buyer hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by the Buyer but only in writing):

  • Conditions of the Obligations of the Placement Agent The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

  • Conditions to the Obligations of the Seller Each and every obligation of the Seller under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Seller:

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • Conditions of the Obligations of the Underwriter The obligations of the Underwriter hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser to purchase any Notes will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company in Section 1 of this Agreement as of the date of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that (i) such certificate shall also relate to the Time of Sale Prospectus and (ii) references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the Terms Agreement), (ii) the opinion of counsel for the Company, dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the opinion of Xxxxx Xxxxx LLP, counsel for the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and Closing Date, to the effect set forth in Section 5(e); and (c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

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