Conditions Precedent to the Obligation of the Company. The obligation hereunder of the Company to issue and sell the Shares to the Investor under any Fixed Request or Optional Amount is subject to the satisfaction or (to the extent permitted by applicable law) waiver of each of the conditions set forth below. These conditions are for the Company’s sole benefit and (to the extent permitted by applicable law) may be waived by the Company at any time in its sole discretion.
Conditions Precedent to the Obligation of the Company. The obligation of the Company to perform its obligations hereunder at and after the Closing is subject to the satisfaction or written waiver, at or before the Closing, of all of the following conditions:
Conditions Precedent to the Obligation of the Company. The obligation hereunder of the Company to issue and sell the Securities to the Purchaser is subject to the satisfaction or waiver, at or before the Closing, of all of the following conditions:
Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities. The obligation hereunder of the Company to ----------------------------------- close and issue and sell the Securities to the Purchasers at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.
Conditions Precedent to the Obligation of the Company. The obligation of the Company to consummate the Closing is subject to the fulfillment or waiver, on or prior to the Closing Date, of each of the following conditions precedent:
(a) Each of Purchaser and Sub shall have complied in all material respects with its agreements and covenants contained herein to be performed at or prior to the Closing, and the representations and warranties of Purchaser and Sub contained herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date (provided that any representation or warranty contained herein that is qualified by a materiality standard shall not be further qualified hereby), except that representations and warranties that were made as of a specified date shall continue on the Closing Date to have been true as of the specified date, and the Company shall have received officers certificates of Purchaser and Sub, dated as of the Closing Date, certifying as to the fulfillment of the condition set forth in this Section 10.2(a) ("Purchaser's Bring-Down Certificate").
(b) No statute, rule, or regulation or order of any court or administrative agency shall be in effect which restrains or prohibits the Company from consummating the transactions contemplated hereby.
(c) All applicable waiting periods under the H-S-R Act shall have expired or been terminated.
(d) The FCC shall have issued the FCC Order. All material FCC conditions contained in the FCC Order required to be satisfied on or prior to the Closing Date shall have been duly satisfied and performed;
(e) This Agreement and the Merger shall have been approved and adopted by the affirmative vote of the holders of a majority of the outstanding shares of the Company's Stock.
(f) Sub and Purchaser shall have delivered to the Company the Merger Consideration and each document required by Section 11.2 hereof.
Conditions Precedent to the Obligation of the Company. The obligations hereunder of the Company are subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below.
(a) ACCURACY OF EACH INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of each Investor contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a specified date, which shall be true and correct in all material respects as of such date.
Conditions Precedent to the Obligation of the Company to Issue and Sell the Debentures and First Warrants. The obligation hereunder of the Company to issue and/or sell the Debentures and First Warrants to the Subscriber at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.
Conditions Precedent to the Obligation of the Company. Notwithstanding any other provision of this Agreement, the obligation of the Company to consummate the transactions contemplated hereby shall be subject to the satisfaction on the Closing Date of the following conditions precedent, unless waived in writing by the Company:
Conditions Precedent to the Obligation of the Company. The obligation hereunder of the Company to issue and sell the Shares to the Investor under any Fixed Request or Optional Amount is subject to the satisfaction or (to the extent permitted by applicable law) waiver of each of the conditions set forth below. These conditions are for the Company's sole benefit and (to the extent permitted by applicable law) may be waived by the Company at any time in its sole discretion.
(i) ACCURACY OF THE INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor contained in this Agreement (i) that are not qualified by "materiality" shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (ii) that are qualified by "materiality" shall have been true and correct when made and shall be true and correct as of the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Conditions Precedent to the Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereunder is subject to the satisfaction or waiver (with prior written notice to the Purchaser) by the Company, at or before the Closing, of each of the following conditions: