Conditions Precedent to the Obligation of the Purchaser to Accept a Draw Down and Purchase the Draw Down Shares. The obligation hereunder of the Purchaser to accept a Draw Down request and to acquire and pay for the Draw Down Shares is subject to the satisfaction at or before each Settlement Date, of each of the conditions set forth below.
Conditions Precedent to the Obligation of the Purchaser. Each and every obligation of the Purchaser under this Agreement to be performed on or before the Closing Date shall be subject to the satisfaction or fulfillment on or before the Closing Date of each of the following conditions, any one or more of which may be waived by the Purchaser:
Conditions Precedent to the Obligation of the Purchaser. The obligation of the Purchaser to consummate the Transaction shall be subject to the satisfaction or waiver by the Purchaser of all of the following conditions:
(a) The Seller shall have in all material respects (except those agreements, covenants and conditions qualified by “materiality,” “Material Adverse Change/Effect” or words of similar meaning, which must be true and correct in all such respects) performed and complied with all agreements, obligations, covenants and conditions required by this Agreement to be performed or complied with by the Seller at or prior to the Closing;
(b) The representations and warranties of the Seller set out in Article 3 shall be true and accurate and the representations and warranties set out in Article 4 shall be true and accurate in all material respects (except those representations and warranties qualified by “materiality,” “Material Adverse Change/Effect” or words of similar meaning, which must be true and correct in all such respects) as of the Closing Date;
(c) Since the date hereof, there shall not have occurred any Material Adverse Change;
(d) Chairman Hong shall have delivered a resignation, waiver and release letter signed by each of the Resigning Officers and Directors in the form attached hereto as Exhibit A together with any other documents necessary to complete registration of their resignation;
(e) The Purchaser, the Seller and the Escrow Agent shall have entered into the Escrow Agreement in accordance with Article 2.3;
(f) The Seller shall have delivered to the Purchaser a document evidencing convening of a shareholders’ meeting of the Company for the appointment of the persons designated by the Purchaser as directors and the statutory auditor of the Company as of the Closing Date and approval of the amendment to the articles of incorporation of the Company in the form attached hereto as Exhibit B.
Conditions Precedent to the Obligation of the Purchaser. TO ACCEPT A DRAW DOWN AND PURCHASE THE SHARES. The obligation hereunder of the Purchaser to accept a Draw Down request and to acquire and pay for the Shares is subject to the satisfaction or waiver, at or before each Draw Down Exercise Date, of each of the conditions set forth below. The conditions are for the Purchaser's sole benefit and may be waived by the Purchaser at any time in its sole discretion.
Conditions Precedent to the Obligation of the Purchaser. The obligation hereunder of the Purchaser to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below.
(a) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material 18 20 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 Purchaser. The obligation ------------------------------------------------------- hereunder of the Purchaser to effect the Exchange is subject to the satisfaction, at or before the Exchange Closing, of each of the conditions set forth below. These conditions are for the Purchaser's sole benefit and may be waived by the Purchaser at any time in its sole discretion.
(a) The representations and warranties of the Company contained herein shall be true and correct as of the date of this Exchange Agreement and as of the Exchange Closing as though made at that time.
(b) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by the Transaction Documents.
(c) The Purchaser shall have received an opinion of counsel to the Company in the form and substance of Exhibit C attached hereto. ---------
(d) The Purchaser shall have received a secretary's certificate from the Company in the form and substance of Exhibit D hereto. ---------
(e) The Company shall have executed and delivered each of the Transaction Documents (other than the Additional Debentures) to the Purchaser.
(f) The Company shall have provided the Purchaser with copies of duly adopted resolutions of the Company's Board of Directors in form and substance reasonably satisfactory to the Purchaser that demonstrate that the transactions contemplated by the Transaction Documents are being, and will be, effected by the Company in compliance with Section 160(a) of the Delaware General Corporation Law.
Conditions Precedent to the Obligation of the Purchaser. Section 8.1 Representations and Covenants 40 Section 8.2 Consents, Filings; Etc. 40 Section 8.3 Third-Party Consents 41 Section 8.4 Certificates. . . . . . . . . . . . . . . 41 Section 8.5 Litigation. . . . . . . . . . . . . . . . 41 Section 8.6 Delivery of Stock Certificates; Transfer Taxes . . . . . . . . . . . . . . . . . . 41 Section 8.7 Termination of ESOP 42 Section 8.8 No Material Adverse Change. . . . . . . . 42 Section 8.9 Retention of Key Management Personnel . . 42 Section 8.10
Conditions Precedent to the Obligation of the Purchaser. Section 8.1 Representations and Covenants 45 Section 8.2 Consents, Filings; Etc. 45 Section 8.3 Third-Party Consents 45 Section 8.4 Certificates 46 Section 8.5 Litigation 46 Section 8.6 Delivery of Stock Certificates 46 Section 8.7 No Material Adverse Change 47 Section 8.8 Opinion of Counsel 47
Conditions Precedent to the Obligation of the Purchaser. The obligation hereunder of the Purchaser to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or before each Closing, of each of the conditions set forth below.
(a) No Material Adverse Effect. No Material Adverse Effect shall have occurred.
(b) Performance by the Company. The Company shall have performed, satisfied and complied with in all material respects all covenants, agreements, conditions and obligations required by this Agreement to be performed, satisfied or complied with by the Company
Conditions Precedent to the Obligation of the Purchaser. The obligations of the Purchaser to enter into and complete the Closing are subject, at its option, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived:
