Conditions Precedent to the Obligations of the Investor. The obligation of the Investor to acquire Securities at the Closing is subject to the satisfaction or waiver by the Investor, at the Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Investor. The obligations of the Investor to fund the Note and acquire the Warrant are subject to the satisfaction or waiver by the Investor, at or before the Closing of each of the following conditions:
Conditions Precedent to the Obligations of the Investor. The obligation of the Investor to proceed with the Closing is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Investor:
Conditions Precedent to the Obligations of the Investor. The obligation hereunder of the Investor to accept a VWAP Purchase Notice timely delivered to the Investor by the Company under this Agreement on or after the Commencement Date and to acquire and pay for the Shares subject to such VWAP Purchase Notice is subject to the satisfaction at the applicable VWAP Purchase Condition Satisfaction Time, or (to the extent permitted by applicable law) the waiver, of each of the conditions set forth in this Section 6.3. These conditions are for the Investor’s sole benefit and (to the extent permitted by applicable law) may be waived by the Investor at any time in its sole discretion, except as expressly provided below.
Conditions Precedent to the Obligations of the Investor. Unless each of the following conditions is satisfied or waived, in writing, by the Investor, the Investor shall not be obligated to effect the Transactions:
Conditions Precedent to the Obligations of the Investor. The obligation hereunder of the Investor to accept a Fixed Purchase Notice, a VWAP Purchase Notice and an Additional VWAP Purchase Notice (as applicable) timely delivered to the Investor by the Company under this Agreement on or after the Commencement Date and to acquire and pay for the Shares subject to such Fixed Purchase Notice, VWAP Purchase Notice and Additional VWAP Purchase Notice, respectively, is subject to the satisfaction at the applicable Purchase Condition Satisfaction Time, or (to the extent permitted by applicable law) the waiver, of each of the conditions set forth in this Section 6.3. These conditions are for the Investor’s sole benefit and (to the extent permitted by applicable law) may be waived by the Investor at any time in its sole discretion, except as expressly provided below.
Conditions Precedent to the Obligations of the Investor. The obligation of the Investor to subscribe for or purchase Securities after receipt of an Advance Notice and to pay the Subscription or Purchase Price multiplied by the number of such Securities in accordance with any given Advance Notice is, subject to the fulfillment of each of the following conditions:
(a) No action to challenge or void (Anfechtungs- oder Nichtigkeitsklage) the resolutions resolved upon at the Company’s general meeting of 31 May 2017 is pending or has, to the knowledge of the Company, threatened to be made pending, and no action to challenge or void (Anfechtungs- oder Nichtigkeitsklage) the resolutions to be resolved upon at the Company’s general meeting, to be held once the authorized capital available for financing purposes exhausted and/or expired, to extend the term of and to possibly increase the amount of the authorized capital is pending or has, to the knowledge of the Company, threatened to be made pending.
(b) The issuance of the Securities and their transfer via book-entry to the Investor Share Account following an Advance Notice is legally permitted by all laws and regulations to which the Company is subject.
(c) The VWAP (as reported by Bloomberg) on the Trading Day prior to the receipt of the Advance Notice by the Investor results in an amount of no less than the Nominal Value after applying the pertinent discounts implied in the definition of Subscription or Purchase Price.
(d) The Company issues an officer certificate substantially in the form as part of the Advance Notice.
(e) The Subscription or Purchase Price does not amount to less than the Nominal Value.
(f) The Treasury Shares, if any, are admitted to trading on the Principal Market and a listing application with regard to the New Shares (if any) has been filed with the SIX Swiss Exchange Ltd. in accordance with Sec. 7.01 and there is no obstacle that all of the Securities issuable pursuant to the Advance Notice will be listed without any restrictions on such Principal Market and the Company believes, in good faith, that trading of the Shares on the Principal Market will continue uninterrupted for the foreseeable future. The Company has not received any notice by the SIX threatening the continued trading of the Shares on the Principal Market.
(g) The Advance Amount requested by the Company does not exceed the Maximum Advance Amount, and together with all prior Advance Amounts does not exceed the Commitment Amount.
(h) There is a sufficient amount of authorized shar...
Conditions Precedent to the Obligations of the Investor. The obligations of the Investor to fund each Note and, with respect to the First Closing, to acquire the First Closing Shares at the First Closing, are subject to the satisfaction or waiver by the Investor, at or before each of the respective Closings, as applicable, of each of the following conditions:
Conditions Precedent to the Obligations of the Investor. The obligation of Investor to purchase the Common Shares from the Company at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions. These conditions are for Investor’s benefit and may be waived by Investor at any time in its sole discretion.
(a) The representations and warranties of the Company must be true and correct in all material respects as of the Effective Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be correct as of such date).
(b) The Company shall have performed, satisfied and complied in all material respects with each covenant, agreement and condition required hereby to be performed, satisfied or complied with by the Company at or prior to the Closing
(c) No statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement, and which could, individually or in the aggregate, have a Material Adverse Effect.
(d) The S-1 shall have been declared effective by the Commission.
(e) The Company and the other parties thereto shall have executed and delivered the Underwriting Agreement.
(f) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Material Adverse Effect.
Conditions Precedent to the Obligations of the Investor. 2.1. The Main Shareholder shall cause a decision of the General Meeting of the Shareholders of the Company which shall decide the decrease and subsequent increase of the capital of the Company for the amount of Five Million Euro (€5.000.000) (“First Capital Increase”).
2.2. The Main Shareholder shall make any and all necessary arrangements and cause in the same General Assembly a decision of the General Meeting of the Shareholders of the Company which shall decide the annulment of any and all of the preemptive rights of the existing shareholders of the Company concerning the First Capital Increase.
2.3. As a result of the decision of the abovementioned General Assembly the annulment of any and all of the preemptive rights of the existing shareholders of the Company and the relevant decisions of the Company’s Board of Directors, the Investment Vehicle and/or Investor shall be irrevocably offered the right to subscribe to the total amount of the above increase of capital and participate in the Company’s shareholding capital via the acquisition of seventy percent (70%) of the Company’s total number of shares (the “70% Acquisition”), according to the terms and conditions set forth herein, including, but not limited to, as described in Article 3 hereinafter and as otherwise so determined by the Investor and/or the Investment Vehicle.
2.4. Prior to the fulfilment of the Investor’s/ Investment Vehicle’s obligation as per article 1.1 and 1.2 herein above the Main Shareholder shall, irrevocably and by virtue of a notarial deed acceptable to the Investor and/or the Investment Vehicle give, transfer and assign to the Investor and/or the Investment Vehicle, as a security for the due and punctual fulfilment of the Main Shareholder’s obligation to provide the amount of Three Million Euro (€3,000,000) (“Main Shareholder Investment”) as described in Article 3 hereinafter, the legal right, power and authority to sell, transfer, assign, pledge, mortgage, and in any way encumber a real property (“Property Security”) owned, held and possessed by the Main Shareholder and located in Athens, Greece, in the municipality of Kiffisia (the “Property”) as described in the legal description set forth in APPENDIX 3 and the valuation of said property as set forth in APPENDIX 4, each of which is attached hereto. In addition to its abovementioned obligation and according to the terms and conditions stated in Article 2.4 hereinabove the Main Shareholder shall provide to the Investment Vehi...
