Conditions Precedent to Obligations of Investors Sample Clauses

Conditions Precedent to Obligations of Investors. The respective several obligations of the Investors to purchase and pay for the Shares on the Closing Date, are subject to the following conditions precedent:
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Conditions Precedent to Obligations of Investors. The obligations of the INVESTORS with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date, of all of the conditions set forth in this Section 7. As of the Closing Date all conditions not satisfied shall be deemed to have been waived by INVESTORS unless it has objected by notifying AIRNET in writing of such objection on or before the consummation of the transactions on the Closing Date, except that no such waiver shall be deemed to affect the survival of the representations and warranties of AIRNET contained in Section 2 hereof.
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Conditions Precedent to Obligations of Investors. The obligation of each Investor to effect the First Closing is conditioned upon satisfaction, fulfillment or waiver of all of the following conditions:
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Conditions Precedent to Obligations of Investors. The obligation of each applicable Investor to effect the Second Closing is conditioned upon satisfaction, fulfillment or waiver of the following conditions: (a) The First Closing shall have occurred and each of the conditions set forth therefor in Section 6.1 shall have been satisfied or waived. (b) The conditions set forth in subsections 6.1 (d), (e), (f), (g) and (h) shall have been met as if they were to be performed on or prior to the Second Closing except to the (c) The Certificates of Designation attached hereto as Exhibit B-2 and Exhibit B-3 shall have been filed with the Secretary of State of the State of Delaware. (d) Except with respect to the WSI Series B Preferred as provided in subsection 1.4(d), each other Investor required hereunder to participate in the Second Closing shall make as of the Second Closing Date the applicable investments required by Section 1.3. (e) The financial results of the Partnership as of June 30, 1996 as presented in the Partnership's audited financial statements for the fiscal year ended June 30, 1996 shall not be materially different from the preliminary financial results set forth on Schedule 2.13(b) and no circumstance shall have arisen or event shall have occurred since June 30, 1996 which is reasonably likely to have a materially adverse effect on the business, operations, financial condition or prospects of the Partnership and which is not set forth on Schedules 2.14 or 2.19.
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Conditions Precedent to Obligations of Investors. Each Investor’s obligation to purchase the Units at the Closing is subject to the fulfillment to that Investor’s reasonable satisfaction, on or prior to such Closing, of all of the following conditions, any of which may be waived by the Investor:
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Conditions Precedent to Obligations of Investors. The obligation of each Investor to complete the subscription for its Relevant Subscribed Shares is subject to the fulfillment, prior to or simultaneously on the Completion Date (or at the time specified below), of the following conditions, any one or more of which may be waived by EIL: (a) the Company having completed Steps 1 through 8 of the Restructuring as set forth in Schedule 10 hereto; (b) the Company and the Series A Investor having completed, in respect of the Series A Transaction: (i) the Series A Investor’s contribution of the Series A Proceeds to the Company and the Company’s due deposit of such proceeds into a bank account that requires the co-signature of Xx. Xx Tingxiu for any withdrawal; and (ii) the extension of the Series A Loan by the Company to NJPV, with the proceeds thereof duly received by NJPV and deposited into NJPV’s corporate bank account; (c) one nominee of EIL having been duly elected to the Board; (d) all necessary corporate actions having been duly taken to elect one nominee of EIL to the board of directors of NJPV, subject to approval or registration by the relevant Governmental Authority; (e) each of the EIL Observer and the CEF Observer (each as defined in the Shareholders’ Agreement) (to the extent that they have been nominated by EIL and CEF, respectively) have been appointed to the Board; (f) Nanjing Xinde Assets Management Co., Ltd. (“Xinde”), Xx. Xx Tingxiu and Xx. Xxxxx Yingchun having duly executed in favor of the Company and each Investor a Deed of Undertaking in substantially the same form as Exhibit F hereto; (g) the Company having provided to each of the Investors all information relating to the Yang/Zhang Transfer; (h) the Investors having received the 2005 Accounts; (i) each of the persons listed in Schedule 12 hereto having entered into an Offshore Employment Agreement; (j) each of the persons listed in Schedule 13 hereto having entered into an Onshore Employment Agreement; (k) the Collective Warranties and the Company Warranties remaining true and correct on such Completion Date as provided in Section 6.5; (l) the Company and the Guarantors having performed and complied with all agreements, obligations and conditions contained in the Basic Documents that are required to be performed or complied with by it on or before such Completion Date; (m) the Company and the shareholders of the Company having duly attended to and carried out all corporate procedures that are required under the laws of the Company’s juris...
Sample 1
Conditions Precedent to Obligations of Investors. The obligation of the Investors to proceed with any Closing or any Option Closing under this Agreement is subject to the fulfillment prior to or at the time of such Closing or Option Closing of the following conditions with respect to BCC, any one or more of which may be waived in whole or in part by the participating Investors at such Investors' sole option: (a) Each of the representations and warranties of BCC contained in this Agreement shall be true and correct in all material respects (disregarding all qualifications and exceptions contained in any representation or warranty relating to materiality) on and as of the Closing Date or Option Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to such Closing or Option Closing and the President and the Chief Financial Officer BCC shall have certified to such effect to the Investors in writing provided that BCC shall be permitted to amend in writing any schedule to this Agreement prior to any Closing or Option Closing. BCC shall have performed in all respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by BCC at or before the Closing or Option Closing and the President and the Chief Financial Officer of BCC shall have certified to the Investors in writing to such effect and to the effect that all of the conditions set forth in this Section 5 have been satisfied. (b) No order of any court or any administrative agency shall be in effect that restrains or prohibits the transactions contemplated hereby or that would limit or adversely affect the Investors' ownership of the Series B Stock of BCC, and there has not been any threatened, nor shall there be pending, any action or proceeding by or before any governmental body challenging the lawfulness of or seeking to prevent or delay any of the transactions contemplated by this Agreement. (c) Between the date hereof and the Closing or Option Closing, there shall have been no material adverse change, regardless of insurance coverage therefor, in the assets, results of operations, liabilities, prospects or conditions, financially or otherwise of BCC. (d) Counsel to BCC shall deliver at each Closing or Option Closing a legal opinion substantially in the form set forth in Exhibit H hereto. (e) [Reserved]
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Related to Conditions Precedent to Obligations of Investors

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

  • Conditions Precedent to Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser, in its sole discretion, in whole or in part): (a) each of the parties to the Transaction Documents, other than the Purchaser, shall have executed and delivered to the Purchaser the Transaction Documents; (b) there shall have been no change, event, effect or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect in the Business, results of operations or condition (financial or otherwise) of the Group Companies, taken as a whole; (c) (i) the representations and warranties in the Company Fundamental Warranties and the Seller Fundamental Warranties shall be true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, except to the extent such representations and warranties relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date), and (ii) the representations and warranties set forth in Article III and Article IV (other than the Company Fundamental Warranties and the Seller Fundamental Warranties) (A) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, in each case of (A) and (B), other than such representations and warranties that relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date); (d) the Parties other than the Purchaser shall have performed and complied with, in all material respects, each of the obligations and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (e) there shall have been no Legal Proceeding pending against the Seller or any Group Company, which may prohibit or restrict the transaction contemplated under this Agreement or have any Material Adverse Effect on the Business or any Group Company; (f) no Group Company shall have been an obligor under any Indebtedness other than any indebtedness incurred or arising in the ordinary course of Business; (g) each of the Outgoing Directors shall have delivered to the board of the directors of the BVI Holdco, the HK Holdco or the Company, as applicable, the signed but undated Resignation and Release Letter; and (h) the Purchaser shall have received a certificate jointly signed by the Parties other than the Purchaser, dated the Closing Date, certifying that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e), Section 7.2(f) and Section 7.2(g) have been satisfied.

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

  • Conditions Precedent to Obligations of Purchaser The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:

  • Conditions Precedent to the Obligations of the Purchasers The obligation of each Purchaser to acquire Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, at or before the Closing, of each of the following conditions:

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