Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Units at a Closing shall be subject to the satisfaction on or prior to the applicable Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law):
(a) the representations and warranties of the Partnership contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.13, Section 3.16 or Section 3.17 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the applicable Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); provided that, solely for the purposes of this subsection (a), a Material Adverse Effect shall not be deemed to have occurred if, as of the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price;
(b) the Partnership shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the applicable Closing Date;
(c) the NYSE shall have authorized, upon official notice of issuance, the listing of the Conversion Units;
(d) no notice of delisting from NYSE shall have been received by the Partnership with respect to the Common Units;
(e) there shall not have occurred a Material Adverse Effect; provided that, solely for the purposes of this subsection (e), a Material Adverse Effect shall not be deemed to have occurred if, at the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; and
(f) the Partnership shall have delivered, or caused to be delivered, to the Purchaser the Partnership’s closing deliveries described in Section 2.06(a), as applicable.”
Conditions to Each Purchaser’s Obligations. The obligations of each Purchaser to purchase and pay for the Securities to be purchased by such Purchaser are subject to the satisfaction or waiver by such Purchaser, on or before such Closing Date, of the following conditions:
(a) The representations and warranties contained in Section 2.2 shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company.
(b) The Company shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of the Company shall have certified such compliance to the Purchasers in writing on behalf of the Company.
(c) The Company shall have executed and delivered, effective as of the Closing, the Escrow Agreement and the Registration Rights Agreement in the forms attached as Exhibit B and Exhibit C, respectively.
(d) The Purchaser shall have received an opinion of counsel, dated as of the Closing Date and addressed to the Purchaser, in such form and substance as are customary for transactions of this type.
(e) The Purchaser shall have received the shares of Convertible Preferred Stock being purchased at the Closing, and otherwise shall have received evidence from the Transfer Agent that it had been directed to issue and deliver shares to the Purchasers.
(f) Each Purchaser shall not have been made subject to the FDIC Policy Statement solely as a result of its purchase of shares of Convertible Preferred Stock hereunder.
(g) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied.
(h) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase ...
Conditions to Each Purchaser’s Obligations. The obligations of each Purchaser to consummate the transactions contemplated hereby pursuant to this Agreement on the Closing Date shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any one or more of which may be waived in writing by the Purchasers:
Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):
(a) the representations and warranties of the Partnership contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Sections 3.01, 3.02 and 3.03 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only);
(b) the Partnership shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date;
(c) the NYSE shall have authorized, upon official notice of issuance, the listing of the Conversion Units;
(d) no notice of delisting from the NYSE shall have been received by the Partnership with respect to the Common Units;
(e) there shall not have occurred a Material Adverse Effect; and
(f) the Partnership shall have delivered, or caused to be delivered, to the Purchaser the Partnership’s closing deliveries described in Section 2.07(a), as applicable.
Conditions to Each Purchaser’s Obligations. The obligation of each Purchaser hereunder to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in his or its sole discretion:
Conditions to Each Purchaser’s Obligations. The obligation of each Purchaser to purchase the Purchased Shares are subject to the satisfaction, at or prior to the Closing, of the following conditions, any one or more of which may be waived by such Purchaser:
(a) The representations and warranties made by New Meta in Section 2(a) hereof shall be true and correct in all material respects at the Closing with the same force and effect as if they had been made as of the date of the Closing, and New Meta shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to Closing.
(b) At the time of Closing, the sale of the Purchased Shares shall be legally permitted by all laws and regulations to which the Purchasers and New Meta are subject.
(c) New Meta shall have obtained any and all consents, permits, and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement (except for such as properly may be obtained subsequent to the Closing).
(d) Each Purchaser or his counsel has had the opportunity to review copies of all corporate documents of New Meta as the Purchaser reasonably may have requested.
(e) New Meta shall have delivered to Purchaser a certificate, executed by an officer of New Meta, dated the date of Closing, to the effect that the conditions specified in subparagraphs (a) through (c) of this Section 5 have been satisfied.
Conditions to Each Purchaser’s Obligations. The obligation of each Purchaser to deliver the Purchase Price for the Purchased Equity Securities purchased by it is subject to the performance by the Parent at or prior to the Closing of all of the agreements of the Parent contemplated to be performed hereunder at or prior to the Closing and to the satisfaction at or prior to the Closing of the further conditions that (i) the representations and warranties of the Parent contained in Section 4 hereof shall be true and correct as of the Closing, (ii) all conditions to the occurrence of the Effective Time (as such term is defined in the Plan of Merger) shall have been satisfied in accordance with the terms of the Plan of Merger without waiver unless consented to by each Sponsor Purchaser in its sole discretion and (iii) the Sponsor Purchasers shall have, concurrently with the Purchasers, consummated a purchase of Equity Securities from the Parent to the satisfaction of the Parent.
Conditions to Each Purchaser’s Obligations. The obligation of each Purchaser to purchase the Purchased Securities is subject to the satisfaction or waiver by Advent of the following conditions:
(a) No provision of any applicable law or regulation shall have been enacted, no judgment, injunction, order, decree or arbitration award shall have been issued, and no Suit, of which any party hereto shall have received notice, shall be pending or threatened, in any case which seeks to prohibit, and which could reasonably be expected to result in the enjoinment of, any of the transactions contemplated by this Agreement.
(b) The Company shall not have received notice from Nasdaq with respect to any material issues relating to the Notification Form for Listing of Additional Shares filed pursuant to Section 5.04(e) that remain unresolved.
(c) No event or series of related events shall have occurred that shall have had or that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Conditions to Each Purchaser’s Obligations. The obligation of each Purchaser hereunder to purchase the Shares from the Company at the Initial Closing and at Subsequent Closings is subject to the satisfaction, at or before the date of the Closing, of each of the following conditions, provided that these conditions are for each Purchaser's sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:
(a) The Company shall have executed this Agreement and the Amended RRA and delivered the same to such Purchaser.
(b) The Company shall cause its transfer agent to execute for delivery to such Purchaser the Stock Certificates (in such denominations as such Purchaser shall request) for the Shares being purchased by such Purchaser.
(c) The Board of Directors of the Company shall have adopted resolutions in a form reasonably acceptable to such Purchaser (the "Resolutions").
(d) The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Shares pursuant to this Agreement in compliance with such laws.
Conditions to Each Purchaser’s Obligations. The ------------------------------------------ obligation of each Purchaser to purchase and pay for the Reserved Shares to be delivered at the Closing shall be subject to the satisfaction of the following conditions as of the Closing Date:
(i) All the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date;
(ii) If the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of this Agreement, such Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., New York City time, on the date of this Agreement; and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before or contemplated by the Commission; and
(iii) the Underwriters shall have purchased the Shares from the Company pursuant to that certain Underwriting Agreement (the "Underwriting Agreement") by and among the Company and Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx Xxxxx Barney Inc. and DLJdirect, as representatives of the several underwriters, and Xxxxxxxxx, Xxxxxx & Xxxxxxxx International, Xxxxxx Xxxxxxx & Co. International Limited, Salomon Brothers International Limited, Cazenove & Co. and Mees Pierson N.V., as Representatives of the several international managers (collectively, the "Underwriters"), and the IPO shall have closed and settled.
