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 intimated the Financiers along with all Investors about the Issue Amount and Maturity Date and copies of such intimation have been provided to the IP Agent; (vii) the Issuer has obtained a minimum credit rating of “A‐” (long term) and “A2” (short term). The rating should be current and not more than 6 (six) months old at the time of issue of the Notes. (viii) the Issuer has issued a certificate that there is no Event of Default or Material Adverse Effect as on the date thereof; (ix) 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; (x) the Issuer has a clear CIB Report (Credit Information Bureau report of the SBP), evidenced by a current CIB Report from SBP and which report is not more than 2 (two) months old; (xi) that the Issuer is in compliance with the Prudential Regulations of the SBP (to the extent applicable); (xii) that the Issuer has provided copies of the following to the Investor and the IP Agent: (a) SECP certified Memorandum and Articles of Association; (c) SECP certified Certificate of Incorporation; (d) SECP certified Certificate of Commencement of Business;
Sample 1
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.
Sample 1
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:
Sample 1
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.
Sample 1
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;
Sample 1
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...
Sample 1
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Related to Conditions Precedent to Subscription

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • Conditions Precedent to Purchase The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

  • CONDITIONS PRECEDENT TO LOAN The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

  • Conditions Precedent to Closing Date The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

  • 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.

  • Conditions Precedent to Seller’s Obligations The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

  • Conditions Precedent to Buyer’s Obligations Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

  • Conditions Precedent to Effective Date The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

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