CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The obligations of the Purchaser hereunder are subject to the performance by the Company of its obligations hereunder and to the satisfaction of the following conditions precedent on or before the Closing Date: (a) The representations and warranties made by the Company in this Agreement shall, unless waived by the Purchaser, be true and correct as of the date hereof and at the Closing Date, with the same force and effect as if they had been made on and as of the Closing Date; and (b) After the date hereof until the Closing Date, there shall not have occurred: (i) any change, or any development involving a prospective change, in either (A) the condition, financial or otherwise, or in the earnings, business or operations, or in or affecting the properties of the Company, or (B) the financial or market conditions or circumstances in the United States, in either case which, in the Purchaser's judgment, is material and adverse and makes it impractical or inadvisable to proceed with the offering, sale, or delivery of the Shares; (ii) an imposition of a new legal or regulatory restriction not in effect on the date hereof, or any change in the interpretation of existing legal or regulatory restrictions, that materially and adversely affects the offering, sale, or delivery of the Shares; or (iii) a suspension or material limitation of trading (A) generally on or by the New York Stock Exchange or NASDAQ or (B) of any securities of the Company on any exchange or in any over-the-counter market. (c) The Company shall have delivered to Purchaser an officer's certificate attesting to the satisfaction as of the Closing of each of the conditions precedent set forth in this Section 5.
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CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The obligations of the Purchaser hereunder are subject to the performance by the Company of its obligations hereunder and to the satisfaction of the following conditions precedent on or before the Closing DateClosing:
(a) The representations and warranties made by the Company in this Agreement shall, unless waived by the Purchaser, be true and correct as of the date hereof and at the Closing DateClosing, with the same force and effect as if they had been made on and as of the Closing Date; anddate of the Closing.
(b) After the date hereof until the Closing DateClosing, there shall not have occurred:
(i) any change, or any development involving a prospective change, in either (A) the condition, financial or otherwise, or in the earnings, business or operations, or in or affecting the properties of the Company, or (B) the financial or market conditions or circumstances in the United States, in either case which, in the Purchaser's sole judgment, is material and adverse and makes it impractical or inadvisable to proceed with the offering, sale, or delivery of the Shares;
(ii) an imposition of a new legal or regulatory restriction not in effect on the date hereof, or any change in the interpretation of existing legal or regulatory restrictions, that materially and adversely affects the offering, sale, or delivery of the Shares; or
(iii) a suspension or material limitation of trading (A) generally on or by the New York Stock Exchange or NASDAQ or (B) of any securities of the Company on any exchange or in any over-the-counter market.
(c) At the Closing the Purchasers shall have received the favorable opinion, dated the Closing, of Xxxxxxxx & Xxxxxx, U.S. counsel to the Company, in form and substance satisfactory to the Purchasers to the effect set forth below:
(i) The Company shall has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Sate of Delaware;
(ii) The Shares have delivered to Purchaser an officer's certificate attesting been duly authorized for issuance and sale to the satisfaction as Purchaser pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the Closing of each consideration set forth herein, will be validly issued and fully paid and non-assessable and no holder of the conditions precedent Shares is or will be subject to personal liability by reason of being such a holder;
(iii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Public Disclosure and to enter into and perform its obligations under this Agreement;
(iv) This Agreement has been duly authorized, executed and delivered by the Company;
(v) Neither the Company nor any subsidiary is in violation of its charter or by-laws and no default by the Company or any subsidiary exists in the due performance or observance of any Company Agreement, other that such defaults that would not, either singly or in the aggregate, have a Material Adverse Effect;
(vi) The authorized, issued and outstanding capital stock of the Company is as set forth in Item 5 of the company's Annual Report on Form 10-KSB for the year ended April 30, 1998 (except for subsequent issuances, if any, pursuant to this Section 5Agreement or pursuant to reservations, agreements or employee benefit plans referred to in the Public Disclosure or pursuant to the exercise of convertible securities or options referred to in the Public Disclosure); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable;
(vii) The Shares have been duly authorized for issuance and sale to the Purchasers pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable and no holder of the Shares is or will be subject to personal liability by reason of being such a holder; and
(viii) The issuance of the Shares is not subject to preemptive or other similar rights of any security holder of the Company.
Appears in 1 contract
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The obligations of the Purchaser Purchasers hereunder are subject to the performance by the Company of its obligations hereunder and to the satisfaction of the following additional conditions precedent on or before the Closing Date:
(a) The representations and warranties made by the Company in this Agreement shall, unless waived by the PurchaserPurchasers, be true and correct as of the date hereof and at the Closing Date, with the same force and effect as if they had been made on and as of the Closing Date; and.
(b) After the date hereof until the Closing Date, Date there shall not have occurred:
(i) any change, or any development involving a prospective change, in either (A) the condition, financial or otherwise, or in the earnings, business or operations, or in or affecting the properties of the Company, Company or (B) the financial or market conditions or circumstances in the United States, in either case which, in the Purchaser's judgment, is material and adverse and makes it impractical or inadvisable to proceed with the offering, sale, or delivery of the Shares;
(ii) an imposition of a new legal or regulatory restriction not in effect on the date hereof, or any change in the interpretation of existing legal or regulatory restrictions, that materially and adversely affects the offering, sale, or delivery of the Shares; oror 110
(iii) a suspension suspension, or material limitation of of, trading (A) generally on or by the New York Stock Exchange or NASDAQ NASDAQ, or (B) of any securities of the Company on any exchange or in any over-the-counter market.
(c) The Company shall have delivered to Purchaser an officer's certificate attesting to the satisfaction Effective as of the Closing Date, the Company's Board of each Directors shall include one person designated by the Purchasers.
(d) By or before the Primary Closing Date the Company shall have satisfied the conditions for becoming a Reporting Company as defined in Rule 902(l) of Regulation S of the conditions precedent set forth in this Section 5Securities Act.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Finet Holdings Corp)
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The obligations of the Purchaser hereunder are subject to the performance by the Company of its obligations hereunder and to the satisfaction of the following conditions precedent on or before the Closing Date:
(a) The representations and warranties made by the Company in this Agreement shall, unless waived by the Purchaser, be true and correct as of the date hereof and at the Closing Date, with the same force and effect as if they had been made on and as of the Closing Date; and.
(b) After the date hereof until the Closing Date, there shall not have occurred:
(i) any change, or any development involving a prospective change, in either (A) the condition, financial or otherwise, or in the earnings, business or operations, or in or affecting the properties of the Company, or (B) the financial or market conditions or circumstances in the United States, in either case which, in the Purchaser's judgment, is material and adverse and makes it impractical or inadvisable to proceed with the offering, sale, or delivery of the Shares;
(ii) an imposition of a new legal or regulatory restriction not in effect on the date hereof, or any change in the interpretation of existing legal or regulatory restrictions, that materially and adversely affects the offering, sale, or delivery of the Shares; or
(iii) a suspension or material limitation of trading (A) generally on or by the New York Stock Exchange or NASDAQ or (B) of any securities of the Company on any exchange or in any over-the-counter market.
(c) The Company Purchasers shall have delivered to Purchaser an officer's certificate attesting to received from Xxxxx Xxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP, San Francisco, California, counsel for the satisfaction Company, a favorable opinion dated as of the Closing of each of the conditions precedent set forth in this Section 5Date.
Appears in 1 contract
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The obligations of each of the Purchaser hereunder are subject to the performance by the Company of its obligations hereunder and to the satisfaction of the following additional conditions precedent on or before the Closing Date:
(a) The representations and warranties made by the Company in this Agreement shall, unless waived by the Purchaser, be true and correct as of the date hereof and at the Closing Date, with the same force and effect as if they had been made on and as of the Closing Date; and.
(b) After the date hereof until the Closing Date, Date there shall not have occurred:
(i) any change, or any development involving a prospective change, in either (A) the condition, financial or otherwise, or in the earnings, business or operations, or in or affecting the properties of the Company, Company or (B) the financial or market conditions or circumstances in the United States, in either case which, in the Purchaser's judgment, is material and adverse and makes it impractical or inadvisable to proceed with the offering, sale, or delivery of the Shares;
(ii) an imposition of a new legal or regulatory restriction not in effect on the date hereof, or any change in the interpretation of existing legal or regulatory restrictions, that materially and adversely affects the offering, sale, or delivery of the Shares; or
(iii) a suspension suspension, or material limitation of of, trading (A) generally on or by the New York Stock Exchange or NASDAQ NASDAQ, or (B) of any securities of the Company on any exchange or in any over-the-counter market.
(c) The Company shall have delivered to Purchaser an officer's certificate attesting to the satisfaction as of the Closing of each of the conditions precedent set forth in this Section 5.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Finet Holdings Corp)
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The obligations of the Purchaser hereunder are subject to the performance by the Company of its obligations hereunder and to the satisfaction of the following conditions precedent on or before the Closing DateClosing:
(a) The representations and warranties made by the Company in this Agreement shall, unless waived by the Purchaser, be true and correct as of the date hereof and at the Closing DateClosing, with the same force and effect as if they had been made on and as of the Closing DateClosing; and
(b) After the date hereof until the Closing DateClosing, there shall not have occurred:
(i) any change, or any development involving a prospective change, in either (A) the condition, financial or otherwise, or in the earnings, business or operations, or in or affecting the properties of the Company, or (B) the financial or market conditions or circumstances in the United States, in either case which, in the Purchaser's judgment, is material and adverse and makes it impractical or inadvisable to proceed with the offering, sale, or delivery of the Shares;
(ii) an imposition of a new legal or regulatory restriction not in effect on the date hereof, or any change in the interpretation of existing legal or regulatory restrictions, that materially and adversely affects the offering, sale, or delivery of the Shares; or
(iii) a suspension or material limitation of trading (A) generally on or by the New York Stock Exchange or NASDAQ or (B) of any securities of the Company on any exchange or in any over-the-counter market.
(c) The Company shall have delivered to Purchaser an officer's certificate attesting to the satisfaction as of the Closing of each of the conditions precedent set forth in this Section 56.
(d) At the Closing the Purchasers shall have received the favorable opinion, dated the Closing, of Xxxxxxxx & Xxxxxx, A Professional Corporation, counsel to the Company, in form and substance satisfactory to the Purchasers to the effect set forth below:
(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Sate of Delaware;
(ii) The Shares have been duly authorized for issuance and sale to the Purchaser pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable and no holder of the Shares is or will be subject to personal liability by reason of being such a holder;
(iii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Public Disclosure and to enter into and perform its obligations under this Agreement;
(iv) This Agreement has been duly authorized, executed and delivered by the Company;
(v) Neither the Company nor any subsidiary is in violation of its charter or by-laws and, to the knowledge of such counsel, no default by the Company or any subsidiary, other than Mical Mortgage and Coastal Mortgage, exists in the due performance or observance of any Company Agreement, other than such defaults that would not, either singly or in the aggregate, have a Material Adverse Effect;
(vi) The Shares have been duly authorized for issuance and sale to the Purchasers pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable and no holder of the Shares is or will be subject to personal liability by reason of being such a holder;
(vii) The authorized, issued and outstanding capital stock of the Company is as set forth in the opinion and that the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and
(viii) The issuance of the Shares is not subject to preemptive or other similar rights of any security holder of the Company.
Appears in 1 contract
