Conditions Precedent to Subscription Sample Clauses

Conditions Precedent to Subscription. (A) Issuer’s obligations to sell and issue the Subscribed Shares at the Subscription Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver, on or prior to the Closing Date, of each of the following conditions:
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Conditions Precedent to Subscription. 3.1.1 Subscription to the Notes by the Investor in terms of this Agreement is subject to compliance by the Issuer of the following conditions precedent, to the satisfaction of the Investor: (i) that the Issuer has the necessary power to enter into this Agreement, and that the execution and delivery of this Agreement by the Issuer and Issuing the Notes / Commercial Paper is duly authorized by a resolution of the Board of Directors of the Issuer passed in a meeting; (ii) that the signatories of this Agreement on behalf of the Issuer are duly empowered to sign this Agreement and to bind the Issuer into the covenants and undertakings herein contained or which arise as a consequence of the entering into this Agreement by the Issuer; (iii) completion and fulfilment of all the legal formalities for the documentation and the Issue by the Issuer and the IP Agent; (iv) compliance with all legal requirements and regulations, including compliance with the Regulation and the Guidelines, and all actions / consents including corporate actions for the issuance of the Notes; (v) the IPA Agreement is valid, binding, effective and enforceable against the parties in terms thereof; (vi) the Issuer has obtained a current credit rating of “A-” (long term) and “A-2” (short term) from VIS Credit Rating Company Limited; (vii) the Issuer has issued a certificate that there is no Event of Default or Material Adverse Effect as on the date thereof; (viii) the authorized person of the Issuer has issued a certificate that the Issuer is not in breach of any representation, warranty or covenant made under this Agreement; (ix) the Issuer has a clear eCIB Report (Electronic Credit Information Bureau report of the SBP), evidenced by a current eCIB Report from SBP and which report is not more than 2 (two) months old; (x) that the Issuer has provided copies of the following to the Investor and the IP Agent: (a) SECP certified Memorandum and Articles of Association; (b) SECP certified Certificate of Incorporation; (c) SECP certified latest Form 29 and Form A; (d) Copies of CNIC of all directors duly certified by the Company Secretary; (e) Company Secretary certified list of authorized signatories along with specimens of their signatures; and (f) Company Secretary certified list of directors; (xi) The IP Agent (upon receiving the necessary confirmations /documentation from the Issuer) has issued a certificate stating that: (a) the Issuer has obtained a long term rating of “A-” (A Minus) and a min...
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Conditions Precedent to Subscription. 4.1 The obligation of the First Party to subscribe and to remain shareholder of the Second Party shall be conditional upon the satisfaction of the First Party and its PROMOTER/Founder Group (or, where permissible under applicable law, waiver by the First Party in writing, at the sole discretion of First Party) of the following conditions precedent to the satisfaction of First Party (the "Conditions Precedent"): a) where required, obtaining consents of the board of directors, shareholders and bankers /lenders in various contracts of FIRST PARTY and SECOND PARTY for approving the transaction;
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Conditions Precedent to Subscription. The Issuer shall only be authorised to Issue the relevant Bonds and the Subscriber shall only subscribe for the relevant Bonds if the following conditions precedent (the Issue Conditions Precedent) have been satisfied on the date of the delivery of the Subscription Request: (a) in respect of the Batch 1 Tranche A Bonds: (i) a copy certified by a duly authorized representative of the Issuer of the resolutions of the appropriate body of the Issuer: (A) deciding the Issue of the Batch 1 Tranche A Bonds; (B) approving the terms of, and the transactions contemplated by, this Agreement to which it is a party and resolving that it executes this Agreement to which it is a party; (C) authorising a specified person or persons to execute this Agreement to which it is a party on its behalf. (ii) Scanned copies of the Security Documents duly executed by all the parties to them. (b) in respect of the Batch 1 Tranche A Bonds, Batch 2 Tranche A Bonds and Batch 2 Tranche B Bonds: (i) no Event of Default has occurred and is continuing; (ii) the proposed Issue Date is during the Availability Period relating to the relevant Tranche; (iii) reception by the Subscriber of satisfactory technical and legal due diligence reports with respect to the Projects related to each Tranche to be subscribed; (iv) signature of memorandum of understanding or a letter of interest between the Issuer (as defined in the Conditions) and a buyer related to the acquisition of the Projects related to each Tranche to be subscribed; and (v) reception by the Subscriber of a satisfactory evidence that the cumulative equity contribution made by the Issuer, or any of its’ subsidiaries related to the execution of the Projects, in the Projects which can be shown by either a capital injection, a shareholder loan made to the SPVs, history of payments for the Project rights or other payments relating to the Project acquisition, is at least equal to two hundred and forty euros per kW (EUR 240/kW) of Projects hold by the relevant SPVs; (vi) Original copies of the Security Documents duly executed by all the parties to them. (c) in respect of the Batch 1 Tranche B Bonds and Batch 2 Tranche C Bonds: (i) no Event of Default has occurred and is continuing; (ii) the proposed Issue Date is during the Availability Period relating to the relevant Tranche; and (iii) reception by the Subscriber of a binding offer or a share purchase agreement for the acquisition of the Project related to each Tranche to be subscribed to be s...
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Conditions Precedent to Subscription. The obligation of each of the Investors to proceed with its respective subscription for each of the First Additional Debentures, the Second Additional Debentures, the Third Additional Debentures, the Fourth Additional Debentures, the Fifth Additional Debentures and the Sixth Additional Debentures is subject to the fulfilment of the conditions precedent hereinbelow set forth, it being agreed that all such conditions precedent are material and are inserted for the exclusive benefit of the Investors, and may be waived in whole or in part by either of the Investors, provided that any waiver to be effective must be in writing: 3.11.1 the Guarantors shall have delivered to each of the Investors a certificate duly executed by each of the Guarantors, dated the First Additional Closing Date, the Second Additional Closing Date, the Third Additional Closing Date, the Fourth Additional Closing Date, the Fifth Additional Closing Date or the Sixth Additional Closing Date, as the case may be, confirming that each of the Corporation's representations and warranties contained in this Agreement (except as updated or qualified in a manner satisfactory to each of the Investors, in their absolute discretion) are true and complete in all respects as of the First Additional Closing Date, the Second Additional Closing Date, the Third Additional Closing Date, the Fourth Additional Closing Date, the Fifth Additional Closing Date or the Sixth Additional Closing Date, as the case may be. The Guarantors hereby acknowledge and agree that the only representations and warranties which they shall be entitled to update or qualify are those representations and warranties which are affected by events occurring between the date hereof and the First Additional Closing Date, the Second Additional Closing Date, the Third Additional Closing Date, the Fourth Additional Closing Date, the Fifth Additional Closing Date, or the Sixth Additional Closing Date, as the case may be. The Guarantors shall also have delivered to each of the Investors such additional documentation, including updated financial statements, as the Investors may reasonably request; and 3.11.2 no Event shall have occurred.
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Conditions Precedent to Subscription. The obligation of the Investor to subscribe to the Subscription Shares is subject to the fulfillment, to the Investor’s satisfaction (at their sole discretion), prior to or concurrently with the subscription of the Subscription Shares in accordance with Clause 2.1, of the following conditions:
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Conditions Precedent to Subscription. The obligations of the ------------------------------------ Parties to complete the subscription of shares, in the JVC under Section 4.3 are subject to the following conditions precedent: (a) All authorizations, approvals, licenses and/or clearances from the Korean government or other authorities that are necessary to carry out the activities contemplated by this Agreement shall have been received in form and substance satisfactory to all Parties; and (b) The Korean Partner shall deliver or cause to be delivered to PPV a written undertaking that he and GLOBAL ENGINEERING INC. ("GLOBAL") shall indemnify and hold harmless PPV from any damages, losses, lawsuits and claims arising out of, or in connection with, the operation of the on-demand pay video business prior to the establishment of the JVC.
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Related to Conditions Precedent to Subscription

  • Conditions Precedent to Closing Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

  • Conditions Precedent to Effectiveness This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

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