Conditions Precedent to Second Closing. 5.1 The obligation of the Subscribers to effect the Second Closing is conditional upon each of the following conditions (the “Conditions Precedent to Second Closing”) having been fulfilled to the reasonable satisfaction of the Contributing Subscribers, unless jointly waived in writing by the Contributing Subscribers in whole or in part (to the extent permissible under Applicable Law), on five (5) months from the First Closing Date or any other date agreed between the Contributing Subscribers (the “Second Closing Long Stop Date”):
5.1.1 The First Closing shall have successfully taken place in the manner contemplated under Clause 4;
5.1.2 The Company shall have duly passed all necessary written resolutions of the Board in accordance with the Constitution to approve the issue and allotment of the Second Tranche Subscription Shares to the Subscribers, including issuance of the original share certificates therefor, and authorising the necessary entries in the Company’s statutory registers and filing of relevant forms with the relevant governmental authorities in connection with the allotment and issue of the Second Tranche Subscription Shares;
5.1.3 The Shareholders shall have passed all necessary written resolutions in accordance with the Constitution and Applicable Law to authorise the Board to issue and allot the Second Tranche Subscription Shares in the manner contemplated under this Agreement; and
5.1.4 The A*STAR RI shall have achieved Milestone 1 of Schedule B of the Company-A*STAR RI Funding Agreement.
5.2 If any Contributing Subscriber at any time becomes aware of any circumstance that shall or is likely to give rise to the non-fulfilment or delay in the fulfilment of any of the Conditions Precedent to Second Closing, then such Contributing Subscriber shall immediately notify the other Contributing Subscriber in writing of such circumstances and the expected delay in fulfilment of relevant Conditions Precedent to Second Closing.
5.3 If any of the Conditions Precedent to Second Closing are not fulfilled to the reasonable satisfaction of Contributing Subscribers unless waived in writing by the Contributing Subscribers in whole or in part (to the extent permissible under Applicable Law), by the Second Closing Long Stop Date (or such other later date as may be mutually extended by the Contributing Subscribers in writing), the Contributing Subscribers may by mutual consent terminate this Agreement with respect to the Contributing Subscribers’ obligation to ...
Conditions Precedent to Second Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement to be completed at the Second Closing are subject to the satisfaction, at or prior to the Second Closing, of the following conditions, any one or more of which may be waived in writing by Seller (in its sole and absolute discretion):
Conditions Precedent to Second Closing. 7.1 CONDITIONS TO OBLIGATIONS OF AES CAYMAN, CEMAS AND PSEG AMERICAS OPERATING.............................................17 7.2 CONDITIONS TO OBLIGATIONS OF AES CAYMAN..............................17 7.3 CONDITIONS TO OBLIGATIONS OF CEMAS AND PSEG AMERICAS OPERATING.......17 ARTICLE 8
Conditions Precedent to Second Closing. 7.1 Conditions to Obligations of AES Cayman, CEMAS and PSEG Americas Operating. The respective obligations of AES Cayman, CEMAS and PSEG Americas Operating to consummate the transactions contemplated to occur at the Second Closing are subject to the satisfaction at or prior to the Second Closing of the following conditions unless waived in writing, in whole or in part, by AES Cayman, CEMAS and PSEG Americas Operating:
Conditions Precedent to Second Closing. The obligation of the Secondary Purchasers to purchase and pay for the Secondary Shares to be purchased at a Second Closing, if any, is subject to (a) the delivery to each Secondary Purchaser of a certificate, dated the Second Closing Date, signed by the Chairman of the Company, to the effect that (i) other than as disclosed in a schedule, which shall be
Conditions Precedent to Second Closing. The obligations of the Parties to proceed with the transactions contemplated by this Agreement at the date of Second Closing or on any earlier date, should the majority of the Series C Investors so decide, shall be subject to the satisfaction, as determined by a majority of the Series C Investors, or to the waiver by a majority of the Series C Investors on or prior to the Date of Second Closing of each of the following conditions:
(a) the Company will have provided the results for the end of the second quarter of 2002 to the Series C Investors on a basis consistent with the basis employed in the Company's accounts for each of the 3 (three) preceding financial periods without any change in the accounting policies used;
(b) the Company having achieved EUR 8,771,200 in revenues between 1 October 2001 and 30 June 2002, being 80% of the cumulative projected revenues for that period (based on the revenues as mentioned in the Budgets for the years 2001 and 2002 and on a basis consistent with the basis employed in the Company's accounts for each of the 3 (three) preceding financial periods without any change in the accounting policies used). The Budgets for the years 2001 and 2002 are attached hereto as Annex G;
(c) no material adverse change, as determined by a majority of the Series C Investors, has occurred with respect to the Company between Completion and the date of Second Closing. Each of the Warrantors undertakes to provide the Series C Investors with all relevant information which may be reasonably required for them to establish whether a material adverse change (for the purposes hereof) has occurred. Upon fulfilment or waiver of the conditions set forth herein, the Series C Investors shall, by way of notification in the form as attached hereto as Annex J, notify the notary in writing that all the relevant conditions have been fulfilled to proceed with the Second Closing. The sending of such notification by a majority of such Shareholders to the notary will be deemed to be an explicit instruction from all the Series C Investors to proceed with Second Closing. Each of the Series C Investors as well as the Company herewith grants an irrevocable power of attorney to each (deputy) civil-law notary of Loyens & Loeff, Amsterdam office and/or each attorney in fact or (deputy)) civil law notary of Allen & Overy, Amsterdam office to appear before one of the notary's of Loyens & Loeff and sign the notarial deed of issue of the Tranche 2 Series C Shares with due obs...
Conditions Precedent to Second Closing. The obligations of the Banks to make further Revolving Credit Loans and any Term Loans at the Second Closing shall be subject to the satisfaction of the following conditions below on or prior to October 31, 2000:
Conditions Precedent to Second Closing. (a) The obligations of Sellers to sell and of Purchaser to purchase the Second Transferred Interests shall be subject to the satisfaction or waiver, in accordance with the terms of this Agreement, of the following conditions precedent (the "Conditions Precedent to Second Closing"):
(i) the First Closing shall have occurred in accordance with the terms of this Agreement;
(ii) no judgment, injunction, order or other decision enforceable against Sellers or Purchaser by any Governmental Entity in Malaysia prohibiting the sale and purchase of the Second Transferred Interests having been issued, made or served on Sellers or Purchaser;
(iii) the execution of the Deeds of Assignment by the respective parties thereto in relation to the Second Transferred Interests; and
(iv) the execution of any Interim Period Novation Agreement.
(b) Prior to the Second Closing Date, Sellers shall send each Interim Period Novation Agreement to each of the counterparties thereto. *****Commercial terms omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. †††††Personal information omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2.
Conditions Precedent to Second Closing. The obligation of Investor to fund the purchase of the Notes at the Second Closing is subject to the fulfillment, at or before the Second Closing Date, of each of the following conditions by the Company (all or any of which may be waived in whole or in part by Investor in its sole discretion):
Conditions Precedent to Second Closing. 13 6.3 Company Closing Deliveries at the Second Closing .............. 13
