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 obligation of Purchaser to consummate the transactions contemplated by this Agreement to be completed at the Second Closing is 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 Purchaser (in its sole and absolute discretion):
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. (a) The obligations of TI to complete the Contributions set forth in Section 3.03 shall be subject to the fulfilment, prior to the Second Closing, of the following conditions:
(i) HC and TI shall have caused VAH to incorporate VAH NewCo under the form of a Colombian simplified stock corporation (sociedad por acciones simplificada), and
(ii) TI shall have applied for and obtained the Land Permits in terms that are reasonably adequate to carry out the Project in accordance with the business and investment plan, as set forth in the Shareholders Agreement, from the Galapa municipality in compliance with Law and which Land Permits shall be in full force and effect upon Second Closing.
Conditions Precedent to Second Closing. 13 6.3 Company Closing Deliveries at the Second Closing .............. 13
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. Company
(a) The Investor has performed or complied in all respects with all agreements and covenants required by this Agreement to be performed or complied with by the Investor as at, or prior to, the Second Closing.
(b) The representations and warranties of the Investor contained in this Agreement are true and correct in all material respects as of the dates as of which they are made or deemed to be made under this Agreement.
Conditions Precedent to Second Closing. The obligation -------------------------------------- of Lender to accept prepayment of $9,648,535.49 of the principal amount of the Loan in connection with the Second Closing is subject to the following conditions precedent:
(a) Borrower shall execute or cause to be executed each of the following: (i) the Senior Deed of Trust, (ii) the Junior Deed of Trust, (iii) the Collateral Trust and Intercreditor Agreement, (iv) the consent of lessee under the Operating Lease, (v) the consent of lessors under the Ground Leases, and (vi) amendments to the Loan Documents as reasonably requested by Lender.
(b) Borrower shall demonstrate to Lender that minimum rent payments under the Operating Lease are sufficient to (i) pay all debt service under the Third Party Loan during the entire term thereof, (ii) pay all debt service under the Loan for the entire term thereof and (iii) satisfactorily protect Borrower from the risks of interest rate increases or refinancings, provided, however, that Lender recognizes and accepts that the Third Party Loan will be of a term of only 7 years, and, therefore, unless Borrower refinances such loan, minimum rent payments under the Operating Lease will not be sufficient to repay such loan in full at its maturity.
(c) The funding of the Third Party Loan on such terms as are satisfactory to Lender, in its Reasonable discretion.
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):
