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 or before 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. 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. 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 or a Forward Purchase Notice and to acquire and pay for the Shares is subject to the satisfaction or (to the extent permitted by applicable law) waiver, at or before each Fixed Purchase Notice Date and each Forward Purchase Notice Date, of each of the conditions set forth below. 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 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. 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...
Conditions Precedent to the Obligations of the Investor. The obligations of the Investor to consummate the transactions contemplated by this Agreement are expressly subject to the satisfaction, on or prior to the Closing Date, of all of the following conditions (compliance with any of which or the occurrence of any of which may be waived in whole or in part by the Investor in writing):
(i) The representations and warranties of Post set forth in clauses (i) and (ii) of the first sentence of Section 4.1 (Organization and Good Standing), Section 4.2 (Authorization), Section 4.4(a), the first three sentences of Section 4.4(b), and Section 4.4(c) (Capitalization), the first and third sentences of Section 4.5 (Subsidiaries), and Section 4.8(a) (Absence of Certain Changes) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date and (ii) all other representations and warranties of Post set forth in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality, shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except in the case of this clause (ii) to the extent that breaches thereof would not constitute, individually or in the aggregate with other breaches, a Material Adverse Effect.
(b) Post shall have performed and complied in all material respects with the covenants and agreements required by this Agreement to be performed by Post on or prior to the Closing Date. Post shall have delivered to the Investor a certificate dated as of the Closing Date and signed by an officer of Post certifying satisfaction of the conditions set forth in Section 7.1(a) and this Section 7.1(b) (the “Post Compliance Certificate”).
(c) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of any of the transactions contemplated by this Agreement, and there shall not be in effect any injunction or Order issued by any Governmental Authority of competent jurisdiction prohibiting any of the transactions contemplated by this Agreement.
(d) Post shall have obtained such agreements and amendments to the Post Credit Agreement and, if applicable, the Post I...
