Conditions of the Purchaser. The obligation of the Purchaser to complete the Transaction is subject to the fulfilment of the following conditions:
Conditions of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby to be consummated at the Closing are subject to the satisfaction or written waiver (to the extent any such waiver is permitted by applicable Law) by the Purchaser, on or prior to the Closing Date, of each of the following conditions precedent:
Conditions of the Purchaser. The obligation of the Purchaser to purchase the Purchased Shares from the Company as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by the Purchaser in its sole discretion:
(i) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Purchased Shares shall have been completed.
(ii) Each of the representations and warranties of the Company contained in Section 2.1 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and as of the Closing Date; and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing Date.
(iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement; and no action, suit, proceeding or investigation shall have been instituted or threatened by a governmental authority of competent jurisdiction that seeks to restrain, enjoin, prevent, prohibit, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement.
(iv) The ADSs shall have been listed on the New York Stock Exchange, subject only to official notice of issuance.
(v) The initial closing of the Offering shall have been consummated in accordance with the terms of the underwriting agreement relating to the Offering (the “Underwriting Agreement”).
Conditions of the Purchaser. The obligation of the Purchaser to complete, or, as applicable, to cause the relevant Designated Subsidiary to complete, the purchase of any Vendor’s Purchased Assets is subject to the fulfillment of the following conditions:
(a) prior to the applicable Closing Date of any Contracted Vessel, the Initial Public Offering shall have been completed;
(b) the ability of the Purchaser to borrow any necessary funds under the Credit Facility or under that certain Shareholder Loan Agreement by and among CMA CGM, the Purchaser and the Designated Subsidiaries dated on or about December 5th, 2007;
(c) the representations and warranties of that Vendor and CMA CGM contained in this Agreement being true and correct on and as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets with the same effect as though such representations and warranties had been made as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets;
(d) all of the covenants and obligations of that Vendor and CMA CGM to be performed or observed on or before applicable Date of Closing of the relevant Vendor’s Purchased Assets pursuant to this Agreement having been duly performed or observed;
(e) in respect of each of the Initial Assets Closings and Contracted Assets Closing, each of the relevant Vendors has delivered to the Purchaser or, as applicable, its Designated Subsidiary a duly executed copy of the documents and agreements described in Section 2.6 with respect to the relevant Initial Vessel or relevant Contracted Vessel, as the case may be;
(f) there having been delivered to the Purchaser a certificate of that Vendor dated the same date as the applicable Date of Closing, executed by an authorized officer or director of that Vendor, certifying that the representations and warranties made by that Vendor in this Agreement are true and correct as at the applicable Date of Closing of the relevant Vendor’s Purchased Assets and that all covenants and obligations to be observed or performed by that Vendor on or before the applicable Date of Closing, as the case may be, pursuant to the terms of this Agreement have been duly observed and performed;
(g) prior to the Closing Date of the Contracted Vessel that is subject to the Ship Building Contract, the notifications, consents and approvals referred to in Schedule 4.1(d) hereto shall have been validly given or obtained;
(h) prior to the applicable Closing Date of any Vessel, the board of directors of the applicable Vend...
Conditions of the Purchaser. The obligation of the Purchaser to complete the purchase of the Purchased Shares, and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser in writing, in whole or in part):
Conditions of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated hereunder is subject to the following conditions being fulfilled, or performed, at or prior to the Time of Closing:
(a) all representations and warranties of the Vendor contained in this Agreement shall be true and correct in all material respects as at the Time of Closing with the same force and effect as if made at and as of such time, and each of the Vendor shall have delivered to the Purchaser a certificate to that effect (provided that – 15 – acceptance of such evidence and completion of the transactions contemplated hereunder shall not be a waiver of such representations and warranties);
(b) the Vendor shall have complied with and performed all of its covenants and obligations contained in this Agreement;
(c) all Required Consents shall have been obtained;
(d) the Vendor shall have delivered to the Purchaser the items referred to in Section 8.2;
(e) the Vendor shall have applied for and the CCAA Court shall have granted the Approval Order and the Vesting Order, each in accordance with Section 6.2 above;
(f) no injunction or other Order shall have been issued to enjoin, restrict or prohibit any of the transactions contemplated by this Agreement; and
(g) no material adverse change shall have occurred with respect to the Purchased Assets, taken as a whole, during the period from the date of this Agreement to the Time of Closing. The foregoing conditions are for the exclusive benefit of the Purchaser and, subject to Section 2.1, any condition may be waived by it in whole or in part. Any such waiver is only binding on the Purchaser if it is made in writing.
Conditions of the Purchaser. The obligation of the Purchaser to purchase and pay for the Purchase Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by the Purchaser in its sole discretion:
(i) The Strategic Cooperation Agreement, the Shareholders’ Agreement and the Amended and Restated Registration Rights Agreement shall have been executed and delivered by the Parties thereto.
(ii) All of the third party consents and approvals as set forth on Schedule 2.4 and other actions that are required to be taken by the Company in connection with the issuance and sale of the Purchase Shares shall have been completed.
(iii) The representations and warranties of the Company contained in ARTICLE II of this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects (except for those representations and warranties qualified by material, materiality or similar expressions, which shall be true and correct in all respects) on and as of the Closing Date, except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such date; and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.
(iv) The closing of the transfer of 6,117,440 Shares from Priortech to Purchaser based on terms and conditions as agreed under the STA.
(v) Immediately following the Closing, the Board of Directors shall be comprised of seven (7) members, two (2) of whom shall be designated by the Purchaser.
(vi) The Parties hereto shall have received all applicable and required governmental and regulatory approvals, authorizations or permits from any Governmental Authority or regulatory body of the United States, Israel or Taiwan, Republic of China, including but not limited to the CFIUS Approval (as defined below) and the Taiwan Approvals set forth in Section 4.11 below.
(vii) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, imposes any damages or penalties that are ...
Conditions of the Purchaser. The obligation of the Purchaser to purchase the Securities at the Closing is subject to the satisfaction or waiver of each of the following conditions precedent at or prior to the Closing:
Conditions of the Purchaser. The obligation of the Purchaser to --------------------------- purchase the Shares on the Closing Date shall be subject to the fulfilment on or prior to the Closing Date of the following conditions, any of which may be waived by the Purchaser:
Conditions of the Purchaser. The obligation of the Purchaser to make the Initial Loan and to take the other actions required to be taken by the Purchaser at the Initial Loan Closing is subject to the satisfaction, at or prior to the Initial Loan Closing, of each of the following conditions (any of which may be waived by the Purchaser in writing, in whole or in part):