Conditions Precedent to Obligations of the Purchasers. The obligation of Purchaser to acquire the Securities is subject, at the Time of Purchase, to the prior or simultaneous satisfaction or waiver of the following conditions:
(a) The Time of Purchase shall not be later than 5:00 P.M., Houston, Texas time, on May 15, 1999, subject to extension if the Purchaser agrees to extend the Time of Purchase upon request to do so by the Company.
(b) The Company shall have duly amended its Certificate of Incorporation to provide for a number of authorized shares of preferred stock sufficient to issue the Preferred Shares hereunder.
(c) The Company shall have duly amended its Certificate of Incorporation and/or Bylaws, in form and substance satisfactory to the Purchaser, including, without limitation, allowing for a maximum of seven Persons on the Company's Board of Directors.
(d) The representations and warranties made by the Company herein shall be true and correct (except for changes expressly provided for by this Agreement) on and as of the Effective Date and the Time of Purchase with the same effect as though such representations and warranties had been made on and as of the Time of Purchase, the Company shall have performed and complied with all agreements and conditions set forth in or contemplated hereunder or in the Basic Documents required to be performed or complied with by it at or prior to the Effective Date and/or the Time of Purchase, and the Basic Documents shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect.
(e) The Company's stockholders shall have duly executed a valid written consent approving the form and content of the Basic Documents and the performance thereof by the Company and shall have delivered a copy of such consent to the Purchaser.
(f) The Purchaser shall have received duly executed and delivered copies of this Agreement, the Loan Agreements and the Structuring Fee Agreement-Equity, intended for delivery on the Effective Date including the Equity Documents together with all other documents reasonably requested by the Purchaser in connection therewith and all proceedings taken in connection with the issuance of the Securities and the transactions contemplated by the Basic Documents shall be reasonably satisfactory to the Purchaser and its counsel.
(g) The Purchaser shall have received an opinion of counsel to the Company acceptable to the Purchaser addressing the existence and good standing of the Company, the authorization of the...
Conditions Precedent to Obligations of the Purchasers. The obligations of the Purchasers under this Agreement to consummate the transactions contemplated hereunder are subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived, in whole or in part, by the Purchasers:
Conditions Precedent to Obligations of the Purchasers. The Purchasers’ obligation to purchase the Acquired Assets and to close the transactions contemplated by this Agreement shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date unless specifically waived in writing by the Purchasers in whole or in part at or prior to the Closing.
Conditions Precedent to Obligations of the Purchasers. The ----------------------------------------------------- obligation of the Purchasers to purchase the Shares is subject to the satisfaction or waiver by the Purchasers, at or prior to the Closing, of each of the following conditions:
Conditions Precedent to Obligations of the Purchasers. The obligation of the Purchasers to transfer funds at any time is subject to the Purchaser’s due diligence and confirmation that it is satisfied with the condition of the Company, including that on each installment.
Conditions Precedent to Obligations of the Purchasers. The Purchasers' obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing Date of each of the following conditions:
(a) The Related Transactions shall be consummated before or concurrently with the consummation of the transactions contemplated in this Agreement.
(b) The Company shall have caused to be waived any provisions contained in any employment or severance agreements with Lee H. Stein which provide for the payment, accrual or acceleration of axx xxxxxxx (other than the accelerated vesting of stock options with respect to no more than 67,708 shares of Common Stock plus 255,319 unvested options under the Company's Compensation Reduction Plan (of a total of 351,064 options thereunder)) to such person as a result of the consummation of the transactions contemplated hereby; provided however that the Company shall have offered Mr. Stein an agreement for provision of consulting services following thx Xxxxxxx Date, which agreement shall provide for monthly consulting fees of no less than $6,500 per month and shall be terminable on no less than two months notice.
(c) The Purchasers shall have received indications reasonably satisfactory to them from Nasdaq to the effect that, subject to consummation of the transactions contemplated hereby and the Related Transactions and subsequent compliance by the Company with applicable requirements for continued quotation, the Common Stock will not be removed from quotation on the Nasdaq National Market on account of any potential failure to meet applicable minimum tangible net asset requirements.
(d) No preliminary or permanent injunction or other binding order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, shall be in effect which shall have the effect of preventing the consummation of the transactions contemplated by this Agreement; provided, however, that the parties hereto shall use their best efforts to seek to obtain the removal of such injunction, order, decree or ruling.
(e) All representations and warranties of the Company contained in this Agreement shall be true in all material respects at and as of the Closing Date as though made at such time (except where such representations and warranties speak as of an earlier date), and the Company shall have performed and complied in all material respects with all covenants, obligations and conditions required ...
Conditions Precedent to Obligations of the Purchasers. The obligations of the Purchasers hereunder are subject to the fulfillment or satisfaction on or before the Closing Date of each of the following conditions (any one or more of which may be waived in writing by Greenwich II, on behalf of the Purchasers):
Conditions Precedent to Obligations of the Purchasers. The obligations of the Purchasers to purchase the Securities shall be subject to the fulfillment to the satisfaction of or waiver by the Purchasers on or prior to the Closing Date of the following conditions precedent:
Conditions Precedent to Obligations of the Purchasers. The obligation of Purchasers 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 Purchasers in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of the Seller Parent and the Seller set forth in this Agreement shall be true and correct at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date); provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 8.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect, and the Purchasers shall have received a certificate signed by an authorized officer of the Seller Parent, dated the Closing Date, to the foregoing effect;
(b) the Seller Parent and the Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Purchasers shall have received a certificate signed by an authorized officer of the Seller Parent, dated the Closing Date, to the foregoing effect;
Conditions Precedent to Obligations of the Purchasers. The obligation of the Purchasers to acquire the Securities on the Funding Date is subject to each of the following:
(a) The accuracy as of the Closing Date of each and every representation and warranty of the Seller, each Guarantor, and the Senior Loan Agent made in this Agreement or any other Basic Document, or in any certificate delivered to the Purchasers pursuant to or in connection with this Agreement, and receipt by the Purchasers of a Certificate executed by a duly Responsible Officer, dated as of the Funding Date, certifying that each of the representations and warranties of the Seller and each Guarantor made in this Agreement or any other Basic Document are true and correct as of the Funding Date, and that the Seller and each Guarantor has performed to date all of its respective covenants and agreements under the Basic Documents.
