CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE. The purchase by the Funding Agent on behalf of the Purchasers of the VFN is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Funding Agent in its sole discretion):
CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE. The effectiveness of this Agreement is subject to the satisfaction of the following conditions (any or all of which may be waived by the Agents in their sole discretion):
CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE. The purchase of the Series 2000-VFC Certificates hereunder is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Conduit Purchaser and the Class B Purchaser in their sole discretion):
CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE. The purchases by each Agent on behalf of its respective Purchaser Group of the Class A Notes are subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived with the unanimous consent of the Agents and the Administrative Agent in their respective sole discretion):
CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE. Performance by the Transferor, the Issuer and the Servicer....................................................10 Section 4.02.
CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE. The purchase by the Purchaser of the Series 2004-1 Notes is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Purchaser in its sole discretion):
Section 4.01. Performance by the Transferor, the Issuer and the Servicer. All the terms, covenants, agreements and conditions of the Series Documents to be complied with and performed by the Transferor, the Issuer and the Servicer at or before the Closing shall have been complied with and performed in all material respects.
CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE. SECTION 4.01 Performance by the Seller and Servicer........................................10 SECTION 4.02
CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE. The Purchase of the Initial Series 1999-1 Certificates is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Administrative Agent in its sole discretion):
CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE. The purchase by the Administrative Agent on behalf of the Purchasers of the Series 2000-VFC Certificates is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Administrative Agent in its sole discretion):
CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE. The obligation of the Purchasers to purchase Convertible Notes pursuant to the Agreement on the Closing Date is subject to the condition precedent that each of the following conditions shall have been satisfied to the reasonable satisfaction of the Purchasers as of such Closing Date:
(a) Receipt by each of the Purchasers of a Solvency Certificate executed by the chief financial officer of the Company;
(b) Receipt by each of the Purchasers of evidence satisfactory to it as to (i) the receipt by the Company of all governmental, board of directors, shareholders and third party consents and approvals necessary or desirable in connection with the issuance and sale of the Securities, and (ii) the expiration of all applicable waiting periods without any action having been taken by any competent authority that could restrain, prevent or impose any materially adverse conditions thereon or that could seek or threaten any of the foregoing;
(c) Receipt by each of the Purchasers of duly executed counterparts of this Agreement, the Registration Rights Agreement, the Security Agreement, the Subsidiary Security Agreement and the Transfer Agent Agreement signed by the Company and, with respect to the Transfer Agent Agreement, signed by the Transfer Agent;
(d) Each of the Purchasers shall have received an opinion, dated the Closing Date, of Xxxxxx Xxxxxxxxxx LLP substantially in the form attached as Exhibit I hereto; -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 28 (Take-Two Interactive Software, Inc.)
(e) All fees and expenses due and payable by the Company on or prior to the Closing Date shall have been paid or duly provided for in full as contemplated by the Transfer Agent Agreement;
(f) The Grant Shares, Convertible Notes and Warrants being acquired by the Purchasers on the Closing Date shall have been duly executed and delivered as provided in the Transfer Agent Agreement;
(g) The Purchasers shall have received an Officer's Certificate executed by the President, chief executive officer or chief financial officer of the Company;
(h) The Company Corporate Documents and the Subsidiary Corporate Documents shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified in violation of this Agreement;
(i) The Purchasers or the Transfer Agent, as applicable, shall have confirmed receipt of the Grant Shares, Convertible Notes and the Warrants to be i...
