Conditions of the Obligations of the Purchaser. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before the Closing Date, of each of the following conditions:
Conditions of the Obligations of the Purchaser. The obligations of the Purchaser to purchase and pay for the Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Purchaser shall have received an opinion, dated the Closing Date, of Kirkland & Ellis, counsel for the Company, in form and substance xxxxonaxxx xcceptable to the Purchaser and the Company.
(b) The Company shall have furnished to the Purchaser the opinion of Patricia H. McCall, Senior Vice President Administration, General Xxxxxxx xxx Xecretary of the Company, dated the Closing Date, in form and substance reasonably acceptable to the Purchaser and the Company.
(c) The Purchaser shall have received a certificate, dated such Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that (i) no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture) and (ii) that the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date.
(d) On or before the Closing Date, the Purchaser shall have received the following items, each of which shall be in form and substance satisfactory to the Purchaser and, unless otherwise noted, dated the Closing Date:
(i) A certified copy of the charter of the Company, certified by the Secretary of the State of Delaware, together with a good standing certificate from the Secretary of State of Delaware, each to be dated a recent date prior to the Closing Date;
(ii) A copy of the bylaws of the Company, such copy certified as of the Closing Date by the Secretary of the Company;
(iii) Resolutions of the Company's Board of Directors and, if necessary, stockholders, approving and authorizing the execution, delivery and performance of the Registration Rights Agreement, the Indenture and this Agreement and any other documents, instruments and certificates required to be ex...
Conditions of the Obligations of the Purchaser. In addition to the conditions precedent set forth in Section 4 of this Agreement, the obligations of the Purchaser to purchase and pay for the Offered Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Company shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Placement Agent.
(b) The Purchaser shall have received copies of all documents and information, which it may have reasonably requested in connection with the offering and sale of the Offered Securities.
(c) The Company shall have caused its corporate and securities legal counsel, respectively, to deliver to the Purchaser the legal opinions in substantially the forms together attached hereto as Exhibit C.
(d) The Company shall have caused its intellectual property counsel to deliver to the Purchaser the Howison and Arnott Opinion relating to the Intellectual Property, which is substantially in the form attached hereto as Exhibit B.
(e) No stop order or suspension of trading shall have been imposed by Nasdaq, the Commission, any SRO or any other governmental regulatory body with respect to public trading in Common Stock of the Company.
(f) Subsequent to the execution and delivery of this Agreement, but prior to the Closing Date there shall not have occurred (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Placement Agent, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) 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 Purchaser 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 Offered Securities; (B) any material suspension or material limitation of trading in securities generally on NASDAQ o...
Conditions of the Obligations of the Purchaser. The obligations of the Purchaser to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties of the Company herein (as though made on the Closing Date), to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
Conditions of the Obligations of the Purchaser. The obligations of the Purchaser to purchase the Standby Shares on the Closing Date are subject to the following conditions precedent:
(a) The Company and the Purchaser shall have conducted one or more in-person meetings (including telephonic meetings) with the staff of the Federal Reserve and the Federal Reserve Bank of Chicago and with the Indiana Department of Financial Institutions and shall have received satisfactory confirmation (in the reasonable judgment of executive officers of the Purchaser) that, upon completion of the transactions contemplated herein, including the Rights Offering and the Exchange Transactions, the Company and Xxxxx Union Bank and Trust Company (i) will have sufficient regulatory capital to maintain a “well capitalized” status in light of foreseeable capital requirements, and (ii) will have submitted a capital plan acceptable to such state or federal bank regulatory authority;
(b) The Purchaser shall be satisfied (in the reasonable judgment of executive officers of the Purchaser) that its purchase and ownership of Standby Shares and the other transactions contemplated hereby will not result in the Purchaser being deemed to “control” the Company within the meaning of the Bank Holding Company Act of 1956 or the Change in Bank Control Act, provided that the Purchaser provides customary “non-control” commitments to the Board of Governors of the Federal Reserve System;
(c) Immediately after giving effect to the purchase of the Standby Shares and the provisions of Section 2(a), the Purchaser will not own or control more than 19.9% of the aggregate number of Common Shares of the Company then outstanding;
(d) All consents and approvals required to be obtained from any governmental authority or other person in connection with the transactions contemplated hereby shall have been obtained or all applicable waiting periods and appeal periods shall have expired; and
(e) The Company’s Board of Directors shall have taken all required action to increase the number of directors by one and to designate such new directorship as being in the class of directors that will serve on the Board of Directors until 2011.
Conditions of the Obligations of the Purchaser. The obligations of the Purchaser herein are binding and the Purchaser and BGC Holdings and the Company each agree to execute the documents set forth herein and such other documents as are necessary and appropriate by March 30, 2010.
Conditions of the Obligations of the Purchaser. The obligations of the several Purchasers to purchase and pay for the Firm Securities on the First Closing Date and for the Optional Securities 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 officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
Conditions of the Obligations of the Purchaser. The obligation of the Purchaser to purchase and pay for the Offered Securities, as provided herein, shall be subject to the satisfaction of the following conditions:
Conditions of the Obligations of the Purchaser. The obligation of the Purchaser to purchase and pay for the Initial Debentures will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the written statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Purchaser shall have received a letter, dated as of a date not more than five (5) days prior to the Closing Date, of Arthxx Xxxexxxx XXX, in agreed form, confirming that they are independent public accountants within the meaning of the Securities Act and the
Conditions of the Obligations of the Purchaser. The Company will not issue any of the Standby Shares to the Purchaser hereunder if, in the opinion of the Company, the Purchaser is required to obtain prior clearance or approval of such transaction from any state or federal bank regulatory authority and if such approval or clearance has not been obtained or if satisfactory evidence thereof has not been presented to the Company or the Purchaser by the Closing Date.
