Conditions to Closings. (a) Conditions to Each Party’s Obligations. The respective obligations of the Company, on the one hand, and the Sellers, on the other hand, to consummate the purchase and sale of the Primary Shares, shares purchased and sold pursuant to an Upsized Shares Offering, if applicable, and shares purchased and sold pursuant to a Downsized Offering, if applicable, excluding any shares purchased and sold pursuant to an Overallotment Shares Offering, under this Agreement are subject to the satisfaction, at or prior to the First Closing Date, of the following conditions, unless waived by the Company and the Sellers in writing: (i) No statute, rule or regulation shall have been enacted or promulgated by any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, or any other federal, state or local or foreign authority or forum (a “Governmental Authority”) which prohibits the consummation of the transactions contemplated hereby; and there shall be no material order, judgment, writ, injunction, decree, statute, rule or regulation or injunction of a court of competent jurisdiction in effect precluding consummation of the transactions contemplated hereby. (ii) The Offering shall have closed. (b) Conditions to Obligations of the Company. The obligations of the Company to consummate the purchase of the Primary Shares, shares to be purchased upon completion of an Upsized Shares Offering, if applicable, and shares to be purchased upon completion of a Downsized Offering, if applicable, excluding any shares to be purchased upon completion of an Overallotment Shares Offering, if applicable, under this Agreement are subject to the satisfaction, at or prior to the First Closing Date, of the following conditions, unless waived by the Company in writing: (i) With respect to the Company’s obligation to purchase Xxxxxx Shares, (1) Xxxxxx shall have performed and complied in all material respects with his obligations under this Agreement required to be performed by him at or prior to the First Closing Date. (2) The representations and warranties of Xxxxxx contained in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and at the First Closing Date as if made at and as of such date. (3) Xxxxxx shall have accepted the price of the Company’s Common Stock to be sold in the Offering. (4) The Company shall have received Xxxxxx’x Closing deliveries pursuant to Sections 2.2 and 2.4 hereof, if applicable. (ii) With respect to the Company’s obligation to purchase Estate Shares, (1) The Representatives shall have performed and complied in all material respects with their obligations under this Agreement required to be performed by them at or prior to the First Closing Date. (2) The representations and warranties of the Representatives contained in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and at the First Closing Date as if made at and as of such date. (3) The Representatives on behalf of the Estate shall have accepted the price of the Company’s Common Stock to be sold in the Offering. (4) The Company shall have received the Representative’s Closing deliveries pursuant to Sections 2.2 and 2.4 hereof, if applicable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Greenbrier Companies Inc)
Conditions to Closings. (a) 6.1 Conditions to Each Party’s Obligationsthe Initial Investors' Obligations to Effect the First Closing. The respective obligations obligation of each Initial Investor to purchase the Company, on Initial Securities at the one hand, and the Sellers, on the other hand, to consummate the purchase and sale of the Primary Shares, shares purchased and sold pursuant to an Upsized Shares Offering, if applicable, and shares purchased and sold pursuant to a Downsized Offering, if applicable, excluding any shares purchased and sold pursuant to an Overallotment Shares Offering, under this Agreement are first Closing is subject to the fulfillment to such Initial Investor's satisfaction, at on or prior to the First Closing Date, of the following conditions, unless any of which may be waived by such Initial Investor (as to itself only):
(a) The representations and warranties made by the Company and the Sellers in writing:
(i) No statute, rule or regulation shall have been enacted or promulgated by any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, or any other federal, state or local or foreign authority or forum (a “Governmental Authority”) which prohibits the consummation of the transactions contemplated hereby; and there Section 4 hereof qualified as to materiality shall be no material order, judgment, writ, injunction, decree, statute, rule or regulation or injunction of a court of competent jurisdiction in effect precluding consummation of the transactions contemplated hereby.
(ii) The Offering shall have closed.
(b) Conditions to Obligations of the Company. The obligations of the Company to consummate the purchase of the Primary Shares, shares to be purchased upon completion of an Upsized Shares Offering, if applicable, true and shares to be purchased upon completion of a Downsized Offering, if applicable, excluding any shares to be purchased upon completion of an Overallotment Shares Offering, if applicable, under this Agreement are subject to the satisfaction, correct at or all times prior to and on the First Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the following conditions, unless waived representations and warranties made by the Company in writing:
(i) With respect Section 4 hereof not qualified as to the Company’s obligation to purchase Xxxxxx Shares,
(1) Xxxxxx materiality shall have performed be true and complied correct in all material respects with his at all times prior to and on the First Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations under this Agreement and conditions herein required to be performed or observed by him at it on or prior to the First Closing Date.
(2b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Initial Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect.
(c) The Company shall have executed and delivered the Registration Rights Agreement.
(d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.
(e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the First Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d) and (h) of this Section 6.1.
(f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the First Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company.
(g) The Initial Investors shall have received an opinion from Sichenzia, Ross, Friedman and Ference, the Compaxx'x xxxnsel, xxxxx as of the First Closing Date, in form and substance reasonably acceptable to the Initial Investors and addressing such legal matters as the Initial Investors may reasonably request.
(h) No stop order or suspension of trading shall have been imposed by the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.
(i) The Company shall have executed and delivered the Escrow Release Instructions to Lead Investor Counsel.
(j) The Company shall have delivered irrevocable instructions, in the form attached hereto as Exhibit C, to its transfer agent concerning the issuance of any Anti-Dilution Shares with respect to the Initial Securities and the removal of any legends on the Initial Securities.
(k) The Company shall have delivered an irrevocable waiver from Pete Amico, the sole holder of xxx xxxxxanding preferred stock, waiving his right to receive any dividends payable in Common Stock until after the Company has received Stockholder Approval and increased its authorized capital in the manner contemplated by Section 7.12, which waiver shall acknowledge that the Investors are third party beneficiaries of such irrevocable waiver by Pete Amico.
6.2 Condxxxxxx xx Obligations of the Company to Effect the First Closing. The Company's obligation to sell and issue the Initial Securities at the First Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the First Closing Date of the following conditions, any of which may be waived by the Company:
(a) The representations and warranties of Xxxxxx made by the Initial Investors in Section 5 hereof, other than the representations and warranties contained in this Agreement Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 (the "Investment Representations"), shall be true and correct in all material respectsrespects when made, and shall be true and correct in each case as of the date of this Agreement and at all material respects on the First Closing Date with the same force and effect as if they had been made at on and as of such said date.
(3) Xxxxxx . The Investment Representations shall have accepted be true and correct in all respects when made, and shall be true and correct in all respects on the price First Closing Date with the same force and effect as if they had been made on and as of the Company’s Common Stock to be sold in the Offering.
(4) said date. The Company shall have received Xxxxxx’x Closing deliveries pursuant to Sections 2.2 and 2.4 hereof, if applicable.
(ii) With respect to the Company’s obligation to purchase Estate Shares,
(1) The Representatives Initial Investors shall have performed and complied in all material respects with their all obligations under this Agreement and conditions herein required to be performed or observed by them at on or prior to the First Closing Date.
(2b) The Initial Investors shall have executed and delivered the Registration Rights Agreement.
(c) The Initial Investors shall have delivered the Initial Purchase Price to Lead Investor Counsel.
(d) The Initial Investors shall have executed and delivered the Escrow Release Instructions to Lead Investor Counsel.
6.3 Conditions to the Remaining Investors' Obligations to Effect Subsequent Closings. The obligation of the Remaining Investors to purchase the Remaining Securities at any Subsequent Closing is subject to the fulfillment to the Remaining Investors' satisfaction, on or prior to such Subsequent Closing Date, of the following conditions, any of which may be waived by the Remaining Investors:
(a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Subsequent Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the Representatives contained representations and warranties made by the Company in this Agreement Section 4 hereof not qualified as to materiality shall be true and correct in all material respectsrespects at all times prior to and on the Subsequent Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in each which case as of the date of this Agreement such representation or warranty shall be true and at the First Closing Date as if made at and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Subsequent Closing Date.
(3) The Representatives on behalf of the Estate shall have accepted the price of the Company’s Common Stock to be sold in the Offering.
(4b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Remaining Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect.
(c) The First Closing shall have been consummated in accordance with the terms of this Agreement.
(d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.
(e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Subsequent Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (c), (d) and (h) of this Section 6.3.
(f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary or Assistant Secretary, dated as of the Subsequent Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Remaining Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company.
(g) The Remaining Investors shall have received an opinion from Sichenzia, Ross, Friedman and Ference, the Representative’s Compaxx'x xxxnsel, xxxxx as of the Subsequent Closing deliveries pursuant Date, in substantially the form approved by the Remaining Investors' counsel.
(h) No stop order or suspension of trading shall have been imposed by the SEC or any other governmental or regulatory body with respect to Sections 2.2 public trading in the Common Stock.
(i) The Company shall have executed and 2.4 delivered the Escrow Release Instructions to Lead Investor Counsel.
(j) The Company shall have delivered irrevocable instructions, in the form attached hereto as Exhibit C, to its transfer agent concerning the issuance of any Anti-Dilution Shares with respect to the Remaining Securities and the removal of any legends on the Remaining Securities.
6.4 Conditions to Obligations of the Company to Effect the Subsequent Closings. The Company's obligation to sell and issue the Remaining Securities at any Subsequent Closing is subject to the fulfillment to the satisfaction of the Company on or prior to such Subsequent Closing Date of the following conditions, any of which may be waived by the Company:
(a) The representations and warranties made by the Remaining Investors in Section 5 hereof, other than the Investment Representations, shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Subsequent Closing Date with the same force and effect as if applicablethey had been made on and as of said date. The Investment Representations of the Remaining Investors shall be true and correct in all respects when made, and shall be true and correct in all respects on the Subsequent Closing Date with the same force and effect as if they had been made on and as of said date. The Remaining Investors shall have performed in all material respects all obligations and conditions herein required to be performed or observed by them on or prior to the Subsequent Closing Date.
(b) The First Closing shall have been consummated in accordance with the terms of this Agreement.
(c) The Remaining Investors shall have delivered the Remaining Purchase Price to Lead Investor Counsel.
(d) The Remaining Investors shall have executed and delivered the Escrow Release Instructions to Lead Investor Counsel.
Appears in 1 contract
Samples: Purchase Agreement (Airtrax Inc)
Conditions to Closings. (a) Conditions to Each Party’s Obligations. The respective obligations of the Company, on the one hand, Company and the Sellers, on the other hand, Purchaser to consummate the purchase and sale of trans actions contemplated hereby at the Primary Shares, shares purchased and sold pursuant to an Upsized Shares Offering, if applicable, and shares purchased and sold pursuant to a Downsized Offering, if applicable, excluding any shares purchased and sold pursuant to an Overallotment Shares Offering, under this Agreement Closings are subject to the satisfaction, at or prior to the First Closing Date, satisfaction of the following conditions: no temporary restraining order, unless waived by preliminary or permanent injunction or other order or decree which prevents consequences of the Company consummation of the transactions contemplated hereby shall have been issued and the Sellers remain in writing:
(i) No effect, and no statute, rule or regulation shall have been enacted or promulgated by any court, arbitral tribunal, administrative agency governmental authority (of the United States or commission or other governmental or other regulatory authority, or any other federal, state or local or foreign authority or forum (a “Governmental Authority”otherwise) which prohibits prevents or substantially modifies to the detriment of the Purchaser the conditions or the consummation of the transactions contemplated hereby; and there provided, however, that the parties shall be no material order, judgment, writ, injunction, use their reasonable best efforts to cause any such decree, statuteruling, rule injunction or regulation other order to be vacated or injunction of a court of competent jurisdiction in effect precluding consummation of the transactions contemplated hereby.
(ii) The Offering shall have closedlifted.
(b) Conditions to Obligations of the Company. The obligations of the Company Purchaser to consummate the purchase of transactions contemplated hereby at the Primary Shares, shares to be purchased upon completion of an Upsized Shares Offering, if applicable, and shares to be purchased upon completion of a Downsized Offering, if applicable, excluding any shares to be purchased upon completion of an Overallotment Shares Offering, if applicable, under this Agreement Closings are subject to the satisfaction, at satisfaction or prior to the First Closing Date, waiver of the following conditions, unless waived by the Company in writing:
(i) With respect to the Company’s obligation to purchase Xxxxxx Shares,
(1) Xxxxxx shall have performed and complied in all material respects with his obligations under this Agreement required to be performed by him at or prior to the First Closing Date.
(2) The representations and warranties of Xxxxxx contained the Company set forth in Section 2 of this Agreement shall be true and correct in all material respects, in each case respects as of the date when made and (unless made as of a specified date) as of the Closing Dates; and the Company shall have performed in all material respects its covenants set forth in this Agreement to be performed prior to the Closing Dates and shall not have taken any action which (if any Notes were outstand ing) would violate any provision of this Agreement(and at the Closings the Company shall deliver to the Purchaser an officer's certificate certifying as to the Company's compliance with the conditions set forth in this clause (i));
(ii) at the First Closing, the Company shall have executed a registra tion rights agreement in the form of Exhibit B hereto (the "Registration Rights Agreement"); and
(iii) since the date of this Agreement and at the First Closing Date there shall not have occurred an event which would have a Material Adverse Effect (as if made at and as of such datedefined in Section 2.1 hereof).
(3) Xxxxxx shall have accepted the price of the Company’s Common Stock to be sold in the Offering.
(4) The Company shall have received Xxxxxx’x Closing deliveries pursuant to Sections 2.2 and 2.4 hereof, if applicable.
(ii) With respect to the Company’s obligation to purchase Estate Shares,
(1) The Representatives shall have performed and complied in all material respects with their obligations under this Agreement required to be performed by them at or prior to the First Closing Date.
(2) The representations and warranties of the Representatives contained in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and at the First Closing Date as if made at and as of such date.
(3) The Representatives on behalf of the Estate shall have accepted the price of the Company’s Common Stock to be sold in the Offering.
(4) The Company shall have received the Representative’s Closing deliveries pursuant to Sections 2.2 and 2.4 hereof, if applicable.
Appears in 1 contract
Conditions to Closings. (a) Conditions to Each Party’s Obligations. a. The respective obligations obligation of the Company, on the one hand, and the Sellers, on the other hand, parties hereto to consummate the sale, purchase and sale issuance of the Primary Shares, shares purchased and sold Securities pursuant to an Upsized Shares Offering, if applicable, and shares purchased and sold pursuant to a Downsized Offering, if applicable, excluding any shares purchased and sold pursuant to an Overallotment Shares Offering, under this Agreement are on each Closing Date is subject to the satisfaction, at or prior to the First condition that (i) as of such Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the following conditionstransactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, unless waived Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and
b. The obligation of the Issuer to consummate the sale and issuance of the Securities at each Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Company and Issuer of the Sellers in writingadditional conditions that:
(i) No statuteall representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, rule or regulation which representations and warranties shall have been enacted or promulgated by any courtbe true and correct in all respects) at and as of that Closing Date, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, or any other federal, state or local or foreign authority or forum (a “Governmental Authority”) which prohibits the and consummation of the transactions contemplated hereby; and there Closing shall be no material order, judgment, writ, injunction, decree, statute, rule or regulation or injunction constitute a reaffirmation by the Investor of a court of competent jurisdiction in effect precluding consummation each of the transactions contemplated hereby.representations and warranties of the Investor contained in this Agreement as of that Closing Date; and
(ii) The Offering the Investor shall have closed.
(b) Conditions to Obligations of the Company. The obligations of the Company to consummate the purchase of the Primary Sharesperformed, shares to be purchased upon completion of an Upsized Shares Offering, if applicable, and shares to be purchased upon completion of a Downsized Offering, if applicable, excluding any shares to be purchased upon completion of an Overallotment Shares Offering, if applicable, under this Agreement are subject to the satisfaction, at or prior to the First Closing Date, of the following conditions, unless waived by the Company in writing:
(i) With respect to the Company’s obligation to purchase Xxxxxx Shares,
(1) Xxxxxx shall have performed satisfied and complied in all material respects with his obligations under all covenants, agreements and conditions required by this Agreement required to be performed performed, satisfied or complied with by him it at or prior to that Closing.
c. The obligation of the Investor to consummate the purchase of the Securities at the First Closing Date.pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Investor of the additional conditions that:
(2i) The all representations and warranties of Xxxxxx the Issuer contained in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects, in each case as of the date of this Agreement and at the First Closing Date as if made ) at and as of such date.
(3) Xxxxxx shall have accepted the price First Closing Date, and consummation of the Company’s Common Stock to be sold First Closing shall constitute a reaffirmation by the Issuer of each of the representations and warranties of the Issuer contained in this Agreement in all material respects as of the Offering.
(4) The Company shall have received Xxxxxx’x First Closing deliveries pursuant to Sections 2.2 and 2.4 hereof, if applicable.Date;
(ii) With respect to the Company’s obligation to purchase Estate Shares,
(1) The Representatives Issuer shall have performed performed, satisfied and complied in all material respects with their obligations under all covenants, agreements and conditions required by this Agreement required to be performed performed, satisfied or complied with by them it at or prior to the First Closing DateClosing;
(iii) the Issuer shall have received, at the First Closing, subscriptions for the purchase of Securities by investors other than the Investor (“Other Investors”) in an amount equal to or greater than $3,000,000, the Other Investors shall have entered into subscription agreements that contain terms and conditions that are materially similar to this Agreement and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the First Closing; and
(iv) the Issuer shall have filed the Certificate of Incorporation with the Delaware Secretary of State.
d. The obligation of the Investor to consummate the purchase of the Securities at the Second Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Investor of the additional conditions that:
(2i) The all representations and warranties of the Representatives Issuer contained in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects, in each case as of the date of this Agreement and at the First Closing Date as if made ) at and as of such date.the Second Closing Date, and consummation of the Second Closing shall constitute a reaffirmation by the Issuer of each of the representations and warranties of the Issuer contained in this Agreement in all material respects as of the Second Closing Date;
(3ii) The Representatives on behalf the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Second Closing;
(iii) the First Closing shall have occurred; and
(iv) the Issuer shall have received, at the Second Closing, subscriptions for the purchase of Securities by Other Investors in an amount equal to or greater than $1,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Estate shall have accepted the price of the Company’s Common Stock to be sold in the OfferingSecond Closing.
(4) The Company shall have received the Representative’s Closing deliveries pursuant to Sections 2.2 and 2.4 hereof, if applicable.
Appears in 1 contract
Samples: Securities Purchase Agreement (TLG Acquisition One Corp.)
Conditions to Closings. (a) Conditions to Each Party’s Obligations. The respective obligations of the Company, on Company and of the one hand, and Manager to cause the Sellers, on the other hand, Investors to consummate the sale and purchase and sale of the Primary Shares, shares purchased Purchased Shares and sold pursuant to an Upsized Shares Offering, if applicable, and shares purchased and sold pursuant to the Warrants at a Downsized Offering, if applicable, excluding any shares purchased and sold pursuant to an Overallotment Shares Offering, under this Agreement Closing are subject to the satisfactionfulfillment, at or prior to or on the First applicable Closing Date, of the following conditions, unless waived by the Company and the Sellers in writing:
(i) No statuteThe Manager and the Investors shall have obtained all Regulatory Approvals, rule or regulation which shall be in a form and substance reasonably acceptable to the Manager, and any conditions to completion of the transactions contemplated by this Agreement that are set forth therein shall have been enacted or promulgated by any courtsatisfied in all respects;
(ii) No judgment, arbitral tribunalinjunction, administrative agency or commission decree or other governmental or other regulatory authoritylegal restraint shall prohibit, or any other federalhave the effect of rendering unachievable, state or local or foreign authority or forum (a “Governmental Authority”) which prohibits the consummation of the transactions contemplated herebyby this Agreement; and
(iii) The Company shall have received the written opinion, of a nationally recognized investment banking firm and there in a form which are acceptable to Company and the Manager, in their sole discretion, that the terms of the Company’s sale of the Securities under this Agreement are fair to shareholders from a financial point of view.
(b) The obligations of the Manager to cause the Investors to consummate the purchase of the Purchased Shares and the Warrants at a Closing are subject to the fulfillment, prior to or on the applicable Closing Date, of the following additional conditions:
(i) The representations and warranties of the Company in Section 3 shall be no material ordertrue and correct (without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein) as of the date hereof and at and as of the Closing Date, judgment, writ, injunction, decree, statute, rule or regulation or injunction except for representations and warranties made as of a court specific date, which will be made as of competent jurisdiction such specified date, except, in each case, where the failure of such representations or warranties to be true and correct (without giving effect precluding consummation of the transactions contemplated hereby.to any qualification as to materiality or Material Adverse Effect set forth therein) would not result in a Material Adverse Change;
(ii) The Offering Company shall have closedcomplied in all material respects with its obligations under this Agreement that are required to be complied with at or prior to the Closing;
(iii) Since the date of this Agreement, there shall have been no event, transaction, condition or change that has had or would reasonably be expected to have a Material Adverse Effect on the Company or the Bank;
(iv) The Company’s Board of Directors shall have formally approved the execution and delivery of this Agreement and the Warrant, and the transactions contemplated therein, including but not limited to the sales of the Securities;
(v) The Manager shall have completed its due diligence review, including but not limited to its review of the Bank’s assets and such other information and documents as the Manager may choose to examine or review, in its sole discretion, and the findings and results of such review shall be satisfactory to the Manager in its sole discretion;
(vi) The Company shall have delivered to the Manager a copy of resolutions duly adopted by the Boards or Directors of the Company and the Bank Board of Directors, and certified by their respective corporate secretaries, taking all corporate actions necessary such that, effective immediately upon the First Closing, the Company’s Board of Directors and the Bank’s Board of Directors will be reconstituted so that three persons designated by the Manager will be appointed to serve on each of the Company’s Board of Directors and the Bank’s Board of Directors until the respective next annual meetings of shareholders; provided however, that the Company shall not be required to appoint any such persons to either the Company’s or the Bank’s Board of Directors on the First Closing Date if and to the extent that, as of such date (1) the Manager has not designated any such persons or (2) any such person has not received any required regulatory approval, non-objection or waiver necessary to become a director of the Company or the Bank without a violation of application law;
(vii) The Company and the Board of Directors shall have taken all action necessary, including amending any agreements and plans and adopting resolutions, to exclude the transactions contemplated by this Agreement from the definition of a “change in control” for any applicable Company Significant Agreement including any employment agreement filed with the SEC pursuant to Item 601 of Regulation S-K;
(viii) The Company shall have paid to the Manager the fees and expenses as described in Section 9(o);
(ix) The Company shall have complied with any written request from the Manager to prepare and file any and all applications, requests or filings to necessary to effect the Company’s redemption of its outstanding Fixed Rate Cumulative Perpetual Preferred Stock, Series D; and
(x) With respect the Second Closing only, the Company shall have satisfied and completed each of the TARP Redemption Conditions.
(bc) Conditions to Obligations of the Company. The obligations of the Company to consummate the purchase sale of the Primary Shares, shares to be purchased upon completion of an Upsized Shares Offering, if applicable, and shares to be purchased upon completion of a Downsized Offering, if applicable, excluding any shares to be purchased upon completion of an Overallotment Shares Offering, if applicable, under this Agreement Securities at the Closing are subject to the satisfactionfulfillment, at or prior to or on the First applicable Closing Date, of the following additional conditions, unless waived by the Company in writing:
(i) With respect to the Company’s obligation to purchase Xxxxxx Shares,
(1) Xxxxxx shall have performed and complied in all material respects with his obligations under this Agreement required to be performed by him at or prior to the First Closing Date.
(2) The representations and warranties of Xxxxxx contained in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and at the First Closing Date as if made at and as of such date.
(3) Xxxxxx shall have accepted the price of the Company’s Common Stock to be sold in the Offering.
(4) The Company shall have received Xxxxxx’x Closing deliveries pursuant to Sections 2.2 and 2.4 hereof, if applicable.
(ii) With respect to the Company’s obligation to purchase Estate Shares,
(1) The Representatives shall have performed and complied in all material respects with their obligations under this Agreement required to be performed by them at or prior to the First Closing Date.
(2) The representations and warranties of the Representatives contained Investors in this Agreement Section 4 shall be true and correct in all material respects, in each case (without giving effect to any qualification as to materiality set forth therein) as of the date of this Agreement hereof and at the First Closing Date as if made at and as of the Closing Date, except for representations and warranties made as of a specific date, which will be made as of such specified date., except, in each case, where the failure of such representations or warranties to be true and correct (without giving effect to any qualification as to materiality set forth therein) would not result in a Material Adverse Change; and
(3ii) The Representatives on behalf of the Estate Investors shall have accepted the price of the Company’s Common Stock complied in all material respects with its obligations hereunder that are required to be sold in complied with at or prior to the OfferingClosing.
(4) The Company shall have received the Representative’s Closing deliveries pursuant to Sections 2.2 and 2.4 hereof, if applicable.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mission Community Bancorp)
Conditions to Closings. (a) Conditions to Each Party’s Obligations. a. The respective obligations obligation of the Company, on the one hand, and the Sellers, on the other hand, parties hereto to consummate the sale, purchase and sale issuance of the Primary Shares, shares purchased and sold Securities pursuant to an Upsized Shares Offering, if applicable, and shares purchased and sold pursuant to a Downsized Offering, if applicable, excluding any shares purchased and sold pursuant to an Overallotment Shares Offering, under this Agreement are on each Closing Date is subject to the satisfaction, at or prior to the First condition that (i) as of such Closing Date, no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the following conditionstransactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and (ii) the Merger Agreement by and among New Parent, unless waived Eagle Merger Corp. and Issuer, dated November 13, 2022, as amended and/or restated from time to time (the “Business Combination Agreement”), pursuant to which the Issuer will become a wholly-owned subsidiary of New Parent (the “Business Combination”), has not been terminated in accordance with its terms; and
b. The obligation of the Issuer to consummate the sale and issuance of the Securities at each Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Company and Issuer of the Sellers in writingadditional conditions that:
(i) No statuteall representations and warranties of the Investor contained in this Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, rule or regulation which representations and warranties shall have been enacted or promulgated by any courtbe true and correct in all respects) at and as of that Closing Date, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, or any other federal, state or local or foreign authority or forum (a “Governmental Authority”) which prohibits the and consummation of the transactions contemplated hereby; and there Closing shall be no material order, judgment, writ, injunction, decree, statute, rule or regulation or injunction constitute a reaffirmation by the Investor of a court of competent jurisdiction in effect precluding consummation each of the transactions contemplated hereby.representations and warranties of the Investor contained in this Agreement as of that Closing Date; and
(ii) The Offering the Investor shall have closed.
(b) Conditions to Obligations of the Company. The obligations of the Company to consummate the purchase of the Primary Sharesperformed, shares to be purchased upon completion of an Upsized Shares Offering, if applicable, and shares to be purchased upon completion of a Downsized Offering, if applicable, excluding any shares to be purchased upon completion of an Overallotment Shares Offering, if applicable, under this Agreement are subject to the satisfaction, at or prior to the First Closing Date, of the following conditions, unless waived by the Company in writing:
(i) With respect to the Company’s obligation to purchase Xxxxxx Shares,
(1) Xxxxxx shall have performed satisfied and complied in all material respects with his obligations under all covenants, agreements and conditions required by this Agreement required to be performed performed, satisfied or complied with by him it at or prior to that Closing.
c. The obligation of the Investor to consummate the purchase of the Securities at the First Closing Date.pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Investor of the additional conditions that:
(2i) The all representations and warranties of Xxxxxx the Issuer contained in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects, in each case as of the date of this Agreement and at the First Closing Date as if made ) at and as of such date.
(3) Xxxxxx shall have accepted the price First Closing Date, and consummation of the Company’s Common Stock to be sold First Closing shall constitute a reaffirmation by the Issuer of each of the representations and warranties of the Issuer contained in this Agreement in all material respects as of the Offering.
(4) The Company shall have received Xxxxxx’x First Closing deliveries pursuant to Sections 2.2 and 2.4 hereof, if applicable.Date;
(ii) With respect to the Company’s obligation to purchase Estate Shares,
(1) The Representatives Issuer shall have performed performed, satisfied and complied in all material respects with their obligations under all covenants, agreements and conditions required by this Agreement required to be performed performed, satisfied or complied with by them it at or prior to the First Closing DateClosing;
(iii) the Issuer shall have received, at the First Closing, subscriptions for the purchase of Securities by investors other than the Investor (“Other Investors”) in an amount equal to or greater than $3,000,000, the Other Investors shall have entered into subscription agreements that contain terms and conditions that are materially similar to this Agreement and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the First Closing; and
(iv) the Issuer shall have filed the Certificate of Incorporation with the Delaware Secretary of State.
d. The obligation of the Investor to consummate the purchase of the Securities at the Second Closing pursuant to this Agreement shall be subject to the satisfaction or valid waiver by the Investor of the additional conditions that:
(2i) The all representations and warranties of the Representatives Issuer contained in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects, in each case as of the date of this Agreement and at the First Closing Date as if made ) at and as of such date.the Second Closing Date, and consummation of the Second Closing shall constitute a reaffirmation by the Issuer of each of the representations and warranties of the Issuer contained in this Agreement in all material respects as of the Second Closing Date;
(3ii) The Representatives on behalf the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Second Closing;
(iii) the First Closing shall have occurred; and
(iv) the Issuer shall have received, at the Second Closing, subscriptions for the purchase of Securities by Other Investors in an amount equal to or greater than $4,500,000, and the purchase price related to such subscriptions shall have been received by the Issuer at or prior to the time of the Estate shall have accepted the price of the Company’s Common Stock to be sold in the OfferingSecond Closing.
(4) The Company shall have received the Representative’s Closing deliveries pursuant to Sections 2.2 and 2.4 hereof, if applicable.
Appears in 1 contract
Samples: Securities Purchase Agreement (TLG Acquisition One Corp.)
Conditions to Closings. (a) Conditions to Each Party’s Obligationsthe Obligations of Cablevision, RGC and GHC. The respective obligations of the Companyeach of Cablevision, on the one hand, and the Sellers, on the other hand, RGC or GHC to consummate the purchase and sale of the Primary Shares, shares purchased and sold pursuant transactions contemplated to an Upsized Shares Offering, if applicable, and shares purchased and sold pursuant to a Downsized Offering, if applicable, excluding occur at any shares purchased and sold pursuant to an Overallotment Shares Offering, under this Agreement are Closing is subject to the satisfactionsatisfaction (or waiver by Cablevision, at RGC or prior to GHC, as the First case may be) as of the time of such Closing Date, of the following conditions, unless waived by the Company and the Sellers in writing:
(i) No statute, rule or regulation shall have been enacted or promulgated by any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, or any other federal, state or local or foreign authority or forum (a “Governmental Authority”) which prohibits the consummation of the transactions contemplated hereby; and there shall be no material order, judgment, writ, injunction, decree, statute, rule or regulation or injunction of a court of competent jurisdiction in effect precluding consummation of the transactions contemplated hereby.
(ii) The Offering shall have closed.
(b) Conditions to Obligations of the Company. The obligations of the Company to consummate the purchase of the Primary Shares, shares to be purchased upon completion of an Upsized Shares Offering, if applicable, and shares to be purchased upon completion of a Downsized Offering, if applicable, excluding any shares to be purchased upon completion of an Overallotment Shares Offering, if applicable, under this Agreement are subject to the satisfaction, at or prior to the First Closing Date, of the following conditions, unless waived by the Company in writing:
(i) With respect to the Company’s obligation to purchase Xxxxxx Shares,
(1) Xxxxxx shall have performed and complied in all material respects with his obligations under this Agreement required to be performed by him at or prior to the First Closing Date.
(2) The representations and warranties of Xxxxxx contained each of ITTE and ITT MSG made in this Agreement shall be true and correct in all material respectscorrect, in each case as of the date hereof and as of this Agreement the time of the applicable Closing as though made as of such time, except to the extent such representations and at the First Closing Date as if made at warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date.
(3) Xxxxxx shall have accepted the price of the Company’s Common Stock to be sold in the Offering.
(4) The Company shall have received Xxxxxx’x Closing deliveries pursuant to Sections 2.2 ). ITTE and 2.4 hereof, if applicable.
(ii) With respect to the Company’s obligation to purchase Estate Shares,
(1) The Representatives ITT MSG shall have performed and or complied in all material respects with their all obligations under and covenants required by this Agreement required to be performed or complied with by each of them at or prior by the time of such Closing. ITT MSG shall have delivered to Cablevision a certificate dated such Closing Date and signed by an authorized officer of ITT MSG confirming the First Closing Dateforegoing.
(2ii) RGC or MSGE (dependent upon which purchases the Shares) and GHC or MSG (dependent upon which purchases the Initial Transferred Interest), at the Initial Closing, and Cablevision or MSG (dependent upon which purchases the applicable ITT MSG Interest), at any subsequent Closing, shall have received an opinion dated the applicable Closing Date of Cravath, Swaine & Xxxxx, counsel to ITTE and ITT MSG, in form and substance reasonably satisfactory to Cablevision and an opinion dated such Closing Date of the general counsel of ITT or an officer responsible for legal affairs of the parent of ITTE or ITT MSG in form and substance reasonably satisfactory to Cablevision.
(iii) The representations parties shall have received all authorizations, consents, orders and warranties approvals of all Governmental Entities required in order to consummate the transactions contemplated to occur at the applicable Closing. No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall be in force and have the effect of (A) preventing the consummation of the Representatives contained in this Agreement shall be true and correct in all transactions contemplated to occur at such Closing, (B) prohibiting or materially limiting the ownership or operation by Cablevision, RGC, GHC, MSGE or MSG of, or compelling Cablevision, RGC, GHC, MSGE or MSG to dispose of or hold separate any material respectsportion of, the business or assets of MSG, in each case as a result of the trans actions contemplated to occur at such Closing or (C) imposing material limitations on the ability of Cablevision, RGC or GHC to acquire or hold, or exercise full rights of ownership of, the Shares or the ITT MSG Interest to be transferred at such Closing.
(iv) There shall not be pending or threatened by any Governmental Entity any Action (or by any other person any Action which has a reasonable likelihood of success), (A) challenging or seeking to restrain or prohibit consummation of the transactions contemplated to occur at the applicable Closing or seeking to obtain from Cablevision or any of its Affiliates in connection with such transactions any damages that are material in relation to the investment to be made by Cablevision, RGC or GHC in MSG, (B) seeking to prohibit or materially limit the ownership or operation by Cablevision, RGC, GHC, MSGE or MSG or any of their respective Affiliates of any material portion of the business or assets of MSG, or to compel Cablevision, MSGE or MSG to dispose of or hold separate any material portion of the business or assets of MSG, in each case as a result of the transactions contemplated to occur at such Closing, or (C) seeking to impose material limitations on the ability of Cablevision (or, in respect of the Initial Closing, any person controlling Cablevision), RGC or GHC to acquire or hold, or exercise full rights of ownership of, the Shares or the ITT MSG Interest to be transferred at such Closing, as the case may be; provided, however, that this condition shall be deemed to be waived by Cablevision, RGC and GHC as to any Action (except for any Action by any Governmental Entity) if the sole potential impact of such Action would be a judgment for money damages and ITT provides to Cablevision, RGC and GHC and their respective Affiliates complete indemnification in form and substance reasonably satisfactory to Cablevision with respect to any such Action.
(v) Any waiting period under the HSR Act applicable to the transactions contemplated to occur at the applicable Closing shall have expired or been terminated.
(vi) Cablevision, RGC, GHC and MSG shall have received all necessary approvals from the NBA and the NHL in accordance with the League Rules to enable them to consummate the transactions contemplated by this Agreement to occur at such Closing and such approvals shall be in effect.
(vii) With respect to the Initial Closing only, the Agent Bank shall not have exercised its right to refuse to provide funds to MSG due to (A) there occurring after the date of the Commitment Letter any material adverse change in or any event, development or circumstance that has had or will with the passage of time have a material adverse effect on, the business, assets, operations, property or financial condition of MSG and its subsidiaries, taken as a whole, other than changes relating to the economy in general or resulting from industry-wide developments affecting companies in similar businesses, (B) the Agent Bank's becoming aware after the date of the Commitment Letter but prior to the execution and delivery of this Agreement of any information or other matter affecting MSG, Cablevision, Rainbow or the transactions contemplated by the Commitment Letter which is inconsistent in a material and at adverse manner with any such information or other matter disclosed to the First Closing Date Agent Bank prior to the date of the Commitment Letter or (C) there having occurred a material disruption of or material adverse change in financial, banking or capital market conditions generally (in contrast to market reception of the Facilities (as if made at and as defined in the Commitment Letter) in particular) that, in the Agent Bank's reasonable judgment, materially impairs syndication of the credit facilities arranged pursuant to the Commitment Letter; provided that the failure of any such datecondition is not caused by any action by SportsChannel New York or any action by Cablevision or any of its Affiliates under affiliation agreements with MSG.
(3viii) The Representatives on behalf Each of the Estate Ancillary Agreements and the Partnership Agreement shall have accepted the price of the Company’s Common Stock to been executed and delivered by each party thereto and shall be sold in the Offeringfull force and effect in accordance with their terms.
(4) The Company shall have received the Representative’s Closing deliveries pursuant to Sections 2.2 and 2.4 hereof, if applicable.
Appears in 1 contract
Samples: Partnership Interest Transfer Agreement (Cablevision Systems Corp)
Conditions to Closings. (a) Conditions to Each Party’s Obligationsthe Obligations of Cablevision, RGC and GHC. The respective obligations of the Companyeach of Cablevision, on the one hand, and the Sellers, on the other hand, RGC or GHC to consummate the purchase and sale of the Primary Shares, shares purchased and sold pursuant transactions contemplated to an Upsized Shares Offering, if applicable, and shares purchased and sold pursuant to a Downsized Offering, if applicable, excluding occur at any shares purchased and sold pursuant to an Overallotment Shares Offering, under this Agreement are Closing is subject to the satisfactionsatisfaction (or waiver by Cablevision, at RGC or prior to GHC, as the First case may be) as of the time of such Closing Date, of the following conditions, unless waived by the Company and the Sellers in writing:
(i) The representations and warranties of each of ITTE and ITT MSG made in this Agreement shall be true and correct, as of the date hereof and as of the time of the applicable Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date). ITTE and ITT MSG shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by each of them by the time of such Closing. ITT MSG shall have delivered to Cablevision a certificate dated such Closing Date and signed by an authorized officer of ITT MSG confirming the foregoing.
(ii) RGC or MSGE (dependent upon which purchases the Shares) and GHC or MSG (dependent upon which purchases the Initial Transferred Interest), at the Initial Closing, and Cablevision or MSG (dependent upon which purchases the applicable ITT MSG Interest), at any subsequent Closing, shall have received an opinion dated the applicable Closing Date of Cravath, Swaine & Xxxxx, counsel to ITTE and ITT MSG, in form and substance reasonably satisfactory to Cablevision and an opinion dated such Closing Date of the general counsel of ITT or an officer responsible for legal affairs of the parent of ITTE or ITT MSG in form and substance reasonably satisfactory to Cablevision.
(iii) The parties shall have received all authorizations, consents, orders and approvals of all Governmental Entities required in order to consummate the transactions contemplated to occur at the applicable Closing. No statute, rule rule, regulation, executive order, decree, temporary restraining order, preliminary or regulation shall have been enacted permanent injunction or promulgated other order enacted, entered, promulgated, enforced or issued by any court, arbitral tribunal, administrative agency or commission Governmental Entity or other governmental legal restraint or other regulatory authority, or any other federal, state or local or foreign authority or forum prohibition shall be in force and have the effect of (a “Governmental Authority”A) which prohibits preventing the consummation of the transactions contemplated hereby; and there to occur at such Closing, (B) prohibiting or materially limiting the ownership or operation by Cablevision, RGC, GHC, MSGE or MSG of, or compelling Cablevision, RGC, GHC, MSGE or MSG to dispose of or hold separate any material portion of, the business or assets of MSG, in each case as a result of the transactions contemplated to occur at such Closing or (C) imposing material limitations on the ability of Cablevision, RGC or GHC to acquire or hold, or exercise full rights of ownership of, the Shares or the ITT MSG Interest to be transferred at such Closing.
(iv) There shall not be no material orderpending or threatened by any Governmental Entity any Action (or by any other person any Action which has a reasonable likelihood of success), judgment, writ, injunction, decree, statute, rule (A) challenging or regulation seeking to restrain or injunction of a court of competent jurisdiction in effect precluding prohibit consummation of the transactions contemplated herebyto occur at the applicable Closing or seeking to obtain from Cablevision or any of its Affiliates in connection with such transactions any damages that are material in relation to the investment to be made by Cablevision, RGC or GHC in MSG, (B) seeking to prohibit or materially limit the ownership or operation by Cablevision, RGC, GHC, MSGE or MSG or any of their respective Affiliates of any material portion of the business or assets of MSG, or to compel Cablevision, MSGE or MSG to dispose of or hold separate any material portion of the business or assets of MSG, in each case as a result of the transactions contemplated to occur at such Closing, or (C) seeking to impose material limitations on the ability of Cablevision (or, in respect of the Initial Closing, any person controlling Cablevision), RGC or GHC to acquire or hold, or exercise full rights of ownership of, the Shares or the ITT MSG Interest to be transferred at such Closing, as the case may be; provided, however, that this condition shall be deemed to be waived by Cablevision, RGC and GHC as to any Action (except for any Action by any Governmental Entity) if the sole potential impact of such Action would be a judgment for money damages and ITT provides to Cablevision, RGC and GHC and their respective Affiliates complete indemnification in form and substance reasonably satisfactory to Cablevision with respect to any such Action.
(iiv) The Offering Any waiting period under the HSR Act applicable to the transactions contemplated to occur at the applicable Closing shall have closedexpired or been terminated.
(vi) Cablevision, RGC, GHC and MSG shall have received all necessary approvals from the NBA and the NHL in accordance with the League Rules to enable them to consummate the transactions contemplated by this Agreement to occur at such Closing and such approvals shall be in effect.
(vii) With respect to the Initial Closing only, the Agent Bank shall not have exercised its right to refuse to provide funds to MSG due to (A) there occurring after the date of the Commitment Letter any material adverse change in or any event, development or circumstance that has had or will with the passage of time have a material adverse effect on, the business, assets, operations, property or financial condition of MSG and its subsidiaries, taken as a whole, other than changes relating to the economy in general or resulting from industry-wide developments affecting companies in similar businesses, (B) the Agent Bank's becoming aware after the date of the Commitment Letter but prior to the execution and delivery of this Agreement of any information or other matter affecting MSG, Cablevision, Rainbow or the transactions contemplated by the Commitment Letter which is inconsistent in a material and adverse manner with any such information or other matter disclosed to the Agent Bank prior to the date of the Commitment Letter or (C) there having occurred a material disruption of or material adverse change in financial, banking or capital market conditions generally (in contrast to market reception of the Facilities (as defined in the Commitment Letter) in particular) that, in the Agent Bank's reasonable judgment, materially impairs syndication of the credit facilities arranged pursuant to the Commitment Letter; provided that the failure of any such condition is not caused by any action by SportsChannel New York or any action by Cablevision or any of its Affiliates under affiliation agreements with MSG.
(viii) Each of the Ancillary Agreements and the Partnership Agreement shall have been executed and delivered by each party thereto and shall be in full force and effect in accordance with their terms.
(b) Conditions to the Obligations of the CompanyITTE and ITT MSG. The obligations of the Company each of ITTE or ITT MSG to consummate the purchase of the Primary Shares, shares transactions contemplated to be purchased upon completion of an Upsized Shares Offering, if applicable, and shares to be purchased upon completion of a Downsized Offering, if applicable, excluding occur at any shares to be purchased upon completion of an Overallotment Shares Offering, if applicable, under this Agreement are Closing is subject to the satisfaction, at satisfaction (or prior to waiver by ITTE or ITT MSG) as of the First time of such Closing Date, of the following conditions, unless waived by the Company in writing:
(i) With respect to the Company’s obligation to purchase Xxxxxx Shares,
(1) Xxxxxx shall have performed and complied in all material respects with his obligations under this Agreement required to be performed by him at or prior to the First Closing Date.
(2) The representations and warranties of Xxxxxx contained Cablevision, RGC, GHC and MSG made in this Agreement shall be true and correct in all material respectscorrect, in each case as of the date hereof and as of this Agreement the time of the applicable Closing as though made as of such time, except to the extent such representations and at the First Closing Date as if made at warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date.
(3) Xxxxxx shall have accepted the price of the Company’s Common Stock to be sold in the Offering.
(4) The Company shall have received Xxxxxx’x Closing deliveries pursuant to Sections 2.2 ). Cablevision, RGC, GHC and 2.4 hereof, if applicable.
(ii) With respect to the Company’s obligation to purchase Estate Shares,
(1) The Representatives MSG shall have performed and or complied in all material respects with their all obligations under and covenants required by this Agreement required to be performed or complied with by each of them at or prior by the time of such Closing. Cablevision shall have delivered to ITT MSG a certificate dated the First applicable Closing DateDate and signed by an authorized officer of Cablevision confirming the foregoing.
(2ii) ITT MSG and, at the Initial Closing, ITTE shall have received an opinion dated the applicable Closing Date of Xxxxxxxx & Xxxxxxxx, counsel to Cablevision, RGC and GHC, in form and substance reasonably satisfactory to ITT MSG, an opinion dated such Closing Date of the general counsel of Cablevision or an officer responsible for legal affairs of the parent of RGC or GHC in form and substance reasonably satisfactory to ITT MSG and, at a Closing at which MSG is to redeem an ITT MSG Interest, an opinion dated such Closing Date of the general counsel of MSG, in form and substance reasonably satisfactory to ITT MSG.
(iii) The representations parties shall have received all authorizations, consents, orders and warranties approvals of all Governmental Entities required in order to consummate the transactions contemplated to occur at the applicable Closing. No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall be in force and have the effect of preventing the consummation of the Representatives contained transactions contemplated to occur at such Closing.
(iv) There shall not be pending or threatened by any Governmental Entity any Action (or by any other person any Action which has a reasonable likelihood of success), challenging or seeking to restrain or prohibit consummation of the transactions contemplated to occur at the applicable Closing or seeking to obtain from ITT MSG or any of its Subsidiaries or any of their respective Affiliates in connection with such transactions any damages that are material in relation to the investment that ITT MSG has in MSG immediately prior to such Closing.
(v) Any waiting period under the HSR Act applicable to the transactions contemplated to occur at the applicable Closing shall have expired or been terminated.
(vi) Cablevision, RGC, GHC and MSG shall have received all necessary approvals from the NBA and the NHL in accordance with the League Rules to enable them to consummate all the transactions contemplated by this Agreement and such approvals shall be in effect.
(A) If Cablevision Shares are to be issued at the applicable Closing, the Registration Statement covering the resale of such Cablevision Shares and complying with the requirements of Sections 2.06 and 4.02 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, (B) Cablevision and its Affiliates, as necessary, and ITT MSG and its Affiliates, as necessary, shall have received all state securities or "blue sky" authorizations necessary to sell such Cablevision Shares as contemplated by this Agreement and (C) all actions, filings, documents and other things necessary for the closing of the registered resale of Cablevision Shares contemplated by Section 2.06 to occur simultaneously with such Closing shall be completed, prepared and in final order.
(viii) All Cablevision Shares to be issued at the applicable Closing shall have been approved for listing on the American Stock Exchange, Inc. or such other exchange or automated interdealer quotation system upon which such Cablevision Shares are then listed, subject only to official notice of issuance.
(ix) Each of the Ancillary Agreements and the Partnership Agreement shall be true executed and correct delivered by each party thereto and shall be in all material respects, full force and effect in each case as of the date of this Agreement and at the First Closing Date as if made at and as of such dateaccordance with their terms.
(3) The Representatives on behalf of the Estate shall have accepted the price of the Company’s Common Stock to be sold in the Offering.
(4) The Company shall have received the Representative’s Closing deliveries pursuant to Sections 2.2 and 2.4 hereof, if applicable.
Appears in 1 contract
Samples: Partnership Interest Transfer Agreement (Itt Corp /Nv/)
