Conditions Precedent to First Closing. The obligation of the Investor to subscribe to the Series A Subscription Securities on the First Closing Date is subject to the fulfilment, (unless specifically waived in writing by the Investor), in form and manner satisfactory to the Investor, of the conditions (“Conditions Precedent”) hereunder. Completion of financial, business and legal due diligence exercise of the Company by the Investor and resolution of all issues raised by the Investor and their respective advisors pursuant to such due diligence exercise and compliance with such other conditions as may be required by the Investor pursuant to the due diligence; Receipt of the Audited Accounts of the Company; The Company and the Promoters shall have obtained all corporate approvals, Third Party approvals, appropriate Authorisations from the Governmental Authorities, in form and manner satisfactory to the Investor, necessary for consummation of the transactions contemplated herein, including without limitation for the issuance of the Investor Subscription Securities and the amendment of the Charter Documents, and passing of necessary resolutions in connection with the transaction contained herein. Further, the Company and the Promoters shall have delivered an extract of the relevant Authorisations (including appropriate resolutions of the Board authorizing the execution of the Transaction Documents by the Company) and all such other documents as may be necessary in connection with the above, certified by any of the Directors, to the Investor; The Company shall pass adequate Board and Shareholders resolutions by way of special resolution, to principally approve the issue and allotment of the Series A Subscription Securities to the Investor; The Company having passed adequate resolutions authorizing a representative of the Company to make fillings with the Registrar of Companies in relation to aforementioned resolution in Clause 5.1 (d); The Company shall have made a private placement offer (PAS 4) to Investor for Investor Series A Subscription Securities filed with the ROC Form GNL-2 enclosing the copy of Form PAS-4 and Form PAS-5 (as provided for under the Chapter III Rules) within the stipulated time under applicable Laws but within at least 2 (two) Business Days prior to the First Closing Date; The Company shall open the Designated Bank Account as required under Section 42(6) of the Act; The Company shall have provided to the Investor a valuation certificate from a Chartered Accountant or a Catego...
Conditions Precedent to First Closing. Consummation by the Parties of the Transactions to be consummated upon the First Closing are subject to the fulfillment of the following conditions on or before the First Closing Date:
Conditions Precedent to First Closing. The obligation of Purchaser to consummate the transactions contemplated by this Agreement to be completed at the First Closing is subject to the satisfaction, at or prior to the First Closing, of the following conditions, any one or more of which may be waived in writing by Purchaser (in its sole and absolute discretion):
Conditions Precedent to First Closing. The obligation of each Investor hereunder to purchase the Notes and Warrants from the Companies at the First Closing is subject to the satisfaction, on or before the First Closing Date, of each of the following conditions. These conditions are for each Investor's respective benefit and may be waived by any Investor at any time in its sole discretion:
(a) Delphax will have executed this Agreement, the Registration Rights Agreement, the U.S. Security Agreement and the Guaranty, and each such Agreement will have been delivered to the Investors.
(b) Delphax Canada will have executed this Agreement and the Canadian Security Agreement.
(c) Delphax Canada will have delivered to the Investors duly executed Notes in the amounts specified in Section 1.1 hereof and Delphax will have delivered to the Investors Warrants for the number of shares specified in Section 1.4 hereof.
(d) The Companies, the Investors and LaSalle shall have entered into Subordination Agreements containing terms reasonably acceptable to the Investors and LaSalle shall have consented to the incurrence of the debt and liens contemplated by this Agreement.
(e) The Existing 2004 Notes shall have been amended to provide for the interest rate and method of payment of interest to be conformed to the Notes.
(f) The representations and warranties of the Companies must be true and correct in all material respects as of the First Closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be true and correct as of such date) and the Companies must have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the Company at or prior to the First Closing. The Investor must have received a certificate or certificates dated as of the First Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of each Company certifying as to the matters in contained in Sections 7.1(f) through (h), (j) and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Companies' Articles of Incorporation, By-laws, Board of Directors' resolutions relating to the transactions contemplated hereby and the incumbency and signatures of each of the officers of each Company who may execute on behalf of such Company any document delivered at the First Closing.
(g) No litigation,...
Conditions Precedent to First Closing. (a) Buyer's obligation to complete the First Closing is contingent upon the satisfaction of all of the following conditions on the First Closing Date.
Conditions Precedent to First Closing. (a) It shall be a condition precedent of FWRLP's obligation to issue Units at the First Closing that each and every one of the following conditions shall exist on the First Closing Date:
Conditions Precedent to First Closing. 6.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS...............................15 6.2
Conditions Precedent to First Closing. 6.1 Conditions to Each Party's Obligations. The respective obligations of the Parties to consummate the transactions contemplated to occur at the First Closing are subject to the satisfaction at or prior to the First Closing of the following conditions unless waived in writing, in whole or in part, by the Parties:
Conditions Precedent to First Closing. Investor
(a) The Investor is satisfied with the substance and form of the executed Formal Documentation.
(b) The Investor being satisfied that the Harmony Notes have been transferred in accordance with the Formal Documentation.
(c) The Company has lodged the ASX Market Release, including that it is undertaking a capital raising to raise up to $6 million or such other amount agreed with the Investor under a rights issue offering to its shareholders in a manner and on terms satisfactory to the Investor, in the form set out in Annexure A and the ASX has released that document to the market.
(d) The Company has delivered or caused to be delivered to the Investor, and the Investor has received, the following:
(i) a copy of the resolutions duly adopted by the Board of Directors of the Company, approving of the entry into the Transaction Documents and approving the Contemplated Transactions substantially in the form attached as Annexure B;
(ii) a certificate, executed on behalf of the Company by its Chief Executive Officer, Managing Director, Chairman or Chief Financial Officer, dated as of the date of the First Closing certifying that:
(A) the Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the First Closing; and
(B) all conditions to First Closing have been satisfied, substantially in the form attached as Annexure C (the CEO Certificate).
(e) The representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the dates on which they are made or deemed to be made under this Agreement as acknowledged by the Board of Directors in the resolutions referred to in clause 5.1 (d)(i).
(f) The Investor is of the opinion, acting reasonably, that:
(i) no Event of Default other than a Remediable Event of Default has occurred;
(ii) no Remediable Event of Default has occurred and is continuing; and
(iii) no Event of Default would result from the First Closing being effected.
(g) The Company has performed or complied in all respects with all agreements and covenants required by this Agreement to be performed or complied with by the Company as at or prior to the First Closing as confirmed in the CEO Certificate.
(h) The Investor has received each of the documents required to be delivered, or which evidences satisfaction of the conditions, in accordance with paragraphs (a) – (d) of this clause ...
Conditions Precedent to First Closing. Prior to the First Closing Date, Northern Arc First Closing Date (as the case may be) and in any event within the First Closing Long Stop Date, Northern Arc First Closing Long Stop Date (as the case may be):
