Conditions of the Obligations of the Managers. The obligations of the Managers hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof and of the Selling Stockholders set forth in Section 3 hereto, in all cases as of the date hereof and as of a Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:
Conditions of the Obligations of the Managers. The obligations of the Managers hereunder with respect to any order submitted by the Company to sell Shares are subject to the accuracy of the representations and warranties of the Company herein, 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:
(a) [Intentionally Omitted].
Conditions of the Obligations of the Managers. The obligations of the several Managers to purchase and pay for the International Firm Securities on the First Closing Date and the International Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its obligations hereunder and to the following additional conditions precedent:
(a) If the Registration Statement has not become effective prior to the Execution Time, unless CSFBL agrees in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 12:00 Noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto is required pursuant to Rule 424(b), the Prospectuses and any such supplement, will be filed in the manner and within the time period required by Rule 424(b); and 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; if filing of an additional registration statement or a post-effective amendment to the Registration Statement shall be made pursuant to Rule 462(b) under the Act, such filing shall occur in the manner provided in Rule 462.
(b) The Managers shall have received a letter, dated the date of delivery thereof (which, if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post-effective amendment to the registration statement to be filed shortly prior to such Effective Time), of in the agreed form.
(c) The Company shall have furnished to the Managers the opinion of Parsxx & Xrowx, xxunsel for the Company, dated the Closing Date, to the effect that;
(i) The Company and ...
Conditions of the Obligations of the Managers. The obligations of the Managers hereunder are subject to (i) the accuracy of the representations and warranties of the Partnership on the date hereof, on each Representation Date and as of each Time of Sale and Settlement Date (provided, however, that any references to the “Registration Statement,” the “Prospectus” or the “Incorporated Documents” in such representations and warranties shall be deemed, in each case, to refer to the “Registration Statement,” the “Prospectus” or the “Incorporated Documents,” as applicable, as amended or supplemented as of such time), (ii) the performance of the Partnership of its obligations hereunder and (iii) the following additional conditions:
Conditions of the Obligations of the Managers. The obligations of each Manager hereunder are subject to (i) the accuracy of the representations and warranties of the Transaction Parties on the date hereof, on each Representation Date and as of each Time of Sale and Settlement Date, (ii) the performance of the Transaction Parties of their respective obligations hereunder and (iii) the following additional conditions:
Conditions of the Obligations of the Managers. The obligations of the several Managers to purchase and pay for the International Firm Securities on the First Closing Date and the International Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their obligations hereunder and to the following additional conditions precedent:
(a) The Managers shall have received a letter, dated the date of delivery thereof (which, if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post-effective amendment to the registration statement to be filed shortly prior to such Effective Time), of Price Waterhouse LLP in the agreed form.
Conditions of the Obligations of the Managers. The obligations of the several Managers to purchase and pay for the International 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 on the part of the Company and the Selling Stockholders herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their obligations hereunder and to the following additional conditions precedent:
(a) The Managers shall have received a letter, dated the date of delivery thereof (which, if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, shall be on
Conditions of the Obligations of the Managers. The obligations of the --------------------------------------------- several Managers to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Bank herein, to the accuracy of the statements of officers of the Bank made pursuant to the provisions hereof, to the performance by the Bank of its obligations hereunder and to the following additional conditions precedent:
(a) On or prior to the date of the Offering Circular and on or prior to the Closing Date, the Managers shall have received a letter or letters, dated as of the date of the Offering Circular and as of the Closing Date, respectively, of Xxxxx & Young LLP, Certified Public Accountants, substantially in the form of the drafts to which you have previously agreed and otherwise in form and substance satisfactory to you and your counsel.
(b) At the Closing Date, the Bank shall have furnished to you certificates of an executive officer of the Bank as to the accuracy of the representations and warranties of the Bank herein at and as of the Closing Date, as to the performance by the Bank of all of its obligations hereunder to be performed at or prior to such Closing Date, and as to such other matters as you may reasonably request.
Conditions of the Obligations of the Managers. (a) The obligations of each Manager to purchase for itself and pay for the Offer Shares that it has agreed to purchase hereunder are subject to the following further conditions:
(A) At the Closing Date the Company shall have complied with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date.
(B) The representations and warranties of the Company set forth in Section 1 hereof shall be accurate as though expressly made at and as of the Closing Date. The Managers shall have received certificates of officers of the Company to this respect, dated as of the Closing Date, in form and substance satisfactory to Investmentbank Austria, on behalf of the Managers.
(C) 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 or, to the knowledge of the Company or Investmentbank Austria, shall be contemplated by the Commission and the Company shall have complied with any request of the Commission for additional information.
(D) The Offering Documents shall have been filed, approved and published in accordance with applicable Belgian law and regulations.
(E) All Notices concerning the Offering required to be filed under applicable law, regulations or listing requirements shall have been filed with EASDAQ and the BFC and any publications and announcements required by applicable laws and regulations shall have been made.
(F) All Shares of Common Stock (including the Offer Shares) shall have been admitted to trading an EASDAQ.
(G) The Managers shall have received an opinion of Snow Beckxx Xxxuxx X.X., Counsel to the Company, dated as of the Closing Date, in form and substance satisfactory to Investmentbank Austria, on behalf of the Managers, with respect to legal matters relating to the Offer Shares and the Registration Statement.
(H) The Managers shall have received an opinion of Hogax & Xartxxx XXX, U.S. regulatory counsel to the Company, dated as of the Closing Date, in form and substance satisfactory to Investmentbank Austria, on behalf of the Managers, with respect to U.S. Federal Food, Drug and Cosmetics Act regulatory matters relating to the Company.
(I) The Managers shall have received an opinion of De Bxxxx, Xxn Xxxxx & Xagae, Belgian Counsel to the Managers, dated as of the Closing Date, in form and substance satisfactory to Investmentbank Austria, on behalf of the M...
Conditions of the Obligations of the Managers. The several obligations of each Manager to purchase and pay for the New Shares on the Closing Date as provided herein are subject to the accuracy of the representations and warranties on the part of the Company, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder, in each case, in all material respects, and to the following additional conditions:
(a) The Managers shall have received a comfort letter, dated the date of this Agreement, of Mazars & Gxxxxxx and Bxxxxxx Frinault & Autres Ernst & Young Audit substantially in the form attached hereto as Exhibit 6(a) concerning the financial information with respect to the Company set forth in the Offering Circular.
(b) The Managers shall have received a comfort letter, dated the date of this Agreement, of Ernst & Young AS substantially in the form attached hereto as Exhibit 6(b) concerning the pro forma financial information with respect to Exploration Resources set forth in the Offering Circular.
(c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of the Managers, is material and adverse and makes it impractical or inadvisable to proceed with completion of the Offering or the sale of and payment for the New Shares; (ii) any change in U.S., French, international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Managers, be likely to prejudice materially the success of the proposed Offering, whether in the primary market or in respect of dealings in the secondary market; (iii) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange or Euronext Paris or any setting of minimum prices for trading on any such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal, New York, European Union, English or French authorities; (v) any major disruption of settlements of securities or clearance services in the United States, the European Union, the United Kingdom or France; or (vi) an...
