Common use of Conditions of the Purchasers Clause in Contracts

Conditions of the Purchasers. The obligation of each Purchaser to buy on the Closing Date the Securities set forth below the name of such Purchaser on the signature page hereof is subject to the satisfaction, or waiver by such Purchaser, of the following conditions: (a) The representations and warranties made by the Company in this Agreement shall be true and accurate as of the Closing Date (except that representations and warranties made as of another date shall be true and accurate as of such other date), except in each case as would not have a Material Adverse Effect. (b) The Company shall have complied with and performed all of its agreements and covenants to be complied with or performed in all material respects at or prior to the Closing Date. (c) Such Purchaser shall have received (i) a legal opinion of Conyers Dill & Pearman, Bermuda counsel to the Company, covering such mxxxxxx uxxxx Bexxxxx xaw as are customary for transactions of this type and (ii) a legal opinion of Cahill Gordon & Reindel, United States counsel to the Company, regardinx xxxxxxxxxxxity xx xxxs Agreement and the validity of the private placement exemption with respect to the sale and purchase of the Securities hereunder. Such opinions may be subject to such limitations and qualifications as are customary for legal opinions in transactions of this type. (d) Such Purchaser shall have received copies of such letters of resignation from the Board of Directors and certified resolutions of the Board of Directors electing such directors to fill the resulting vacancies in accordance with the Company's Bye-laws, all effective with the consummation of the purchase and sale of Securities hereunder so that the mem- bers of the Board of Directors immediately following the Closing Date shall be as contemplated by Section 3.1(b) of the Shareholders Agreement. (e) The Company shall have executed and delivered a shareholders agreement substantially in the form attached as Exhibit IV hereto (the "Shareholders Agreement"). (f) The Company's Board shall have taken all such action as is necessary to exempt Purchasers from paragraphs 78 and 79(3) of the Company's Bye-laws.

Conditions of the Purchasers. The obligation of each Purchaser to buy on the Closing Date the Securities set forth below the name of such Purchaser on the signature page hereof is subject to the satisfaction, or waiver by such Purchaser, of the following conditions: (a) The representations and warranties made by the Company in this Agreement shall be true and accurate as of the Closing Date (except that representations and warranties made as of another date shall be true and accurate as of such other date), except in each case as would not have a Material Adverse Effect. (b) The Company shall have complied with and performed all of its agreements and covenants to be complied with or performed in all material respects at or prior to the Closing Date. (c) Such Purchaser shall have received (i) a legal opinion of Conyers Dill Xxxxxxx Xxxx & PearmanXxxxxxx, Bermuda counsel to the Company, covering such mxxxxxx uxxxx Bexxxxx xaw matters under Bermuda law as are customary for transactions of this type and (ii) a legal opinion of Cahill Gordon Xxxxxx Xxxxxx & ReindelXxxxxxx, United States counsel to the Company, regardinx xxxxxxxxxxxity xx xxxs regarding enforceability of this Agreement and the validity of the private placement exemption with respect to the sale and purchase of the Securities hereunder. Such opinions may be subject to such limitations and qualifications as are customary for legal opinions in transactions of this type. (d) Such Purchaser shall have received copies of such letters of resignation from the Board of Directors and certified resolutions of the Board of Directors electing such directors to fill the resulting vacancies in accordance with the Company's Bye-laws, all effective with the consummation of the purchase and sale of Securities hereunder so that the mem- bers members of the Board of Directors immediately following the Closing Date shall be as contemplated by Section 3.1(b) of the Shareholders Agreement. (e) The Company shall have executed and delivered a shareholders agreement substantially in the form attached as Exhibit EXHIBIT IV hereto (the "Shareholders AgreementSHAREHOLDERS AGREEMENT"). (f) The Company's Board shall have taken all such action as is necessary to exempt Purchasers from paragraphs 78 and 79(3) of the Company's Bye-laws.

Conditions of the Purchasers. The obligation of each Purchaser to buy on the Closing Date the Securities set forth below the name of such Purchaser on the signature page hereof is subject to the satisfaction, or waiver by such Purchaser, of the following conditions: (a) The representations and warranties made by the Company in this Agreement shall be true and accurate as of the Closing Date (except that representations and warranties made as of another date shall be true and accurate as of such other date), except in each case as would not have a Material Adverse Effect. (b) The Company shall have complied with and performed all of its agreements and covenants to be complied with or performed in all material respects at or prior to the Closing Date. (c) Such Purchaser shall have received (i) a legal opinion of Conyers Dill & Pearman, Bermuda counsel to the Company, covering such mxxxxxx uxxxx Bexxxxx xaw suxx matxxxx xxder Bermuda law as are customary for transactions of this type and (ii) a legal opinion of Cahill Gordon & Reindel, United States counsel to the CompanyCompxxx, regardinx xxxxxxxxxxxity xx xxxs xxxxxxxxg exxxxxxxbility of this Agreement and the validity of the private placement exemption with respect to the sale and purchase of the Securities hereunder. Such opinions may be subject to such limitations and qualifications as are customary for legal opinions in transactions of this type. (d) Such Purchaser shall have received copies of such letters of resignation from the Board of Directors and certified resolutions of the Board of Directors electing such directors to fill the resulting vacancies in accordance with the Company's Bye-laws, all effective with the consummation of the purchase and sale of Securities hereunder so that the mem- bers members of the Board of Directors immediately following the Closing Date shall Dateshall be as contemplated by Section 3.1(b) of the Shareholders Agreement. (e) The Company shall have executed and delivered a shareholders agreement substantially in the form attached as Exhibit EXHIBIT IV hereto (the "Shareholders AgreementSHAREHOLDERS AGREEMENT"). (f) The Company's Board shall have taken all such action as is necessary to exempt Purchasers from paragraphs 78 and 79(3) of the Company's Bye-laws.

Conditions of the Purchasers. The obligation of each Purchaser to buy on the Closing Date the Securities set forth below the name of such Purchaser on the signature page hereof is subject to the satisfaction, or waiver by such Purchaser, of the following conditions: (a) The representations and warranties made by the Company in this Agreement shall be true and accurate as of the Closing Date (except that representations and warranties made as of another date shall be true and accurate as of such other date), except in each case as would not have a Material Adverse Effect. (b) The Company shall have complied with and performed all of its agreements and covenants to be complied with or performed in all material respects at or prior to the Closing Date. (c) Such Purchaser shall have received (i) a legal opinion of Conyers Dill Xxxxxxx Xxxx & PearmanXxxxxxx, Bermuda counsel to the Company, covering such mxxxxxx uxxxx Bexxxxx xaw matters under Bermuda law as are customary for transactions of this type and (ii) a legal opinion of Cahill Gordon Xxxxxx Xxxxxx & ReindelXxxxxxx, United States counsel to the Company, regardinx xxxxxxxxxxxity xx xxxs regarding enforceability of this Agreement and the validity of the private placement exemption with respect to the sale and purchase of the Securities hereunder. Such opinions may be subject to such limitations and qualifications as are customary for legal opinions in transactions of this type. (d) Such Purchaser shall have received copies of such letters of resignation from the Board of Directors and certified resolutions of the Board of Directors electing such directors to fill the resulting vacancies in accordance with the Company's ’s Bye-laws, all effective with the consummation of the purchase and sale of Securities hereunder so that the mem- bers members of the Board of Directors immediately following the Closing Date shall be as contemplated by Section 3.1(b) of the Shareholders Agreement. (e) The Company shall have executed and delivered a shareholders agreement substantially in the form attached as Exhibit IV hereto (the "“Shareholders Agreement"”). (f) The Company's ’s Board shall have taken all such action as is necessary to exempt Purchasers from paragraphs 78 and 79(3) of the Company's ’s Bye-laws.