Conditions to Holder’s Obligations. The obligations of each Holder hereunder required to be performed on the Closing Date shall be subject, at the election of each Holder (as to itself only), to the satisfaction or waiver, at or prior to the Closing, of the following conditions:
(a) The representations and warranties of the Company contained in this Agreement (i) shall have been true and correct when made and (ii) shall be (A) in the case of representations and warranties that are qualified as to materiality or Material Adverse Effect, true and correct and (B) in all other cases, true and correct in all material respects, in the case of clauses (A) and (B), as of the Closing Date with the same force and effect as though made on and as of the Closing Date.
(b) The Company shall have performed in all material respects all of its obligations, agreements and covenants contained in this Agreement to be performed and complied with at or prior to the Closing Date.
(c) The Company shall have entered into each of the Supplementary Registration Rights Agreement and the Supplementary Shareholders Agreement.
(d) There has been no Material Adverse Effect (i) since December 31, 2002, except as disclosed in the Commission Filings filed prior to the date hereof, or (ii) since the date hereof.
(e) Any applicable waiting period under the HSR Act shall have expired or been terminated; provided, that each Holder has used its reasonable best efforts to obtain clearance under the HSR Act.
(f) The Company shall have delivered to the Holders a certificate executed by it or on its behalf by a duly authorized representative, dated the Closing Date, to the effect that each of the conditions specified in paragraph (a) through (d) of this Section 7.2 has been satisfied.
(g) No provision of any Applicable Law, injunction, order or decree of any Governmental Entity shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions.
(h) The Holders shall have received an opinion of counsel to the Company, dated the Closing Date, and addressed to the Holders, in the form attached hereto as Exhibit C.
(i) The Holders shall have received certificates representing the shares of Common Stock to be issued in the Issuance.
(j) The Company shall have received, on terms reasonably satisfactory to the Company, Apollo Management and Blackstone, any consent or waiver necessary under the Credit Agreement to permit the performance of this Agreement and ...
Conditions to Holder’s Obligations. The obligation of the Holder to consummate the Exchange is subject to the fulfillment, to the Holder’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:
Conditions to Holder’s Obligations. The willingness of the Holder to consent to and enter into this Amendment is subject to the satisfaction of the following conditions concurrently with the execution and delivery of this Amendment:
(a) The Holder shall have received approving resolutions of the Board of Directors (or other appropriate governing body) of each of the Borrower, Holdings and the Guarantors, certified as of or immediately prior to the date hereof by the Secretary of the Borrower, Holdings and the Guarantors authorizing the execution and delivery by the Borrower, Holdings and the Guarantors of this Amendment and all documents referenced herein. The stockholders of Holdings shall have approved and authorized the execution and delivery by Holdings, the Borrower and the Guarantors of this Amendment and all documents referenced herein.
(b) The Borrower, Holdings and the Guarantors shall have executed and delivered to the Holder, as applicable, (i) this Amendment, (ii) the Amended and Restated Senior Subordinated Note attached hereto as Annex B, (iii) the Warrant attached hereto as Annex C, and (iv) the Registration Rights Agreement attached hereto as Annex D.
(c) The Holder shall have received a certificate of a Responsible Officer of each of the Borrower and Holdings as to the accuracy of the Borrower’s and Holdings’ representations and warranties in the Original Note Purchase Agreement in all material respects and in this Amendment and as to such other matters as the Holder may reasonably request.
(d) The Holder shall have received the favorable written opinion of Xxxxxx Xxxxxxxx LLP, counsel to the Borrower and the Guarantors regarding, among other things, the issuance of the warrants, in form and substance reasonably satisfactory to the Holder.
(e) This Amendment and all documents referenced herein or to be delivered in connection herewith shall be on terms reasonably satisfactory to Holder’s tax counsel.
(f) The Borrower shall have paid to the Holder all outstanding legal and other out of pocket fees and expenses incurred relative to the Holder’s relationship with the Borrower and all costs and fees associated with this Amendment.
(g) The Holder shall have received such other documents, certificates, instruments, and agreements from the Borrower as the Holder may reasonably request.
Conditions to Holder’s Obligations a. The obligations of each Holder as described in this Agreement are subject to the satisfaction, at or before the Effective Date, of each of the following conditions, provided that these conditions are for each Holder's sole benefit and may be waived by such Holder at any time in its sole discretion by providing the Company with prior written notice thereof:
i. The Company shall have executed this Agreement and delivered the same to Holders' nominee;
ii. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Effective Date as though made at that time and the Company shall have performed, satisfied and complied with the covenants, and agreements required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Effective Date;
iii. On the Effective Date, the Company shall have paid the first Redemption Amount to the Holders in the manner satisfactory to the Holders;
iv. On the Effective Date, the Company shall reimburse the Holders for the balance of the Holders' costs and expenses, including without limitation attorneys' fees and expenses (in an aggregate amount not to exceed $25,000 of which $15,000 has previously been reimbursed by the Company) incurred by the Holders concerning the due diligence review of the contemplated transactions and the Company, and the negotiation and preparation of documentation and the consummation of the transactions contemplated thereby; and
v. The Company shall have delivered to the Holders' nominee such other documents relating to the transactions contemplated by this Agreement as the Holders may reasonably request.
Conditions to Holder’s Obligations. The obligations of the Holder hereunder will be subject to the accuracy of the representations and warranties of the Company herein contained as of the date hereof and as of the Closing Date, and to the performance by the Company of its obligations hereunder and to the following additional conditions:
Conditions to Holder’s Obligations. The obligations of Holder under Section 2 of this Agreement are subject to the fulfillment or waiver, on or before the First Closing or Second Closing, as the case may be, of each of the following conditions, the waiver of which shall not be effective against any Holder who does not consent to such waiver, which consent may be given by any written communication to Borrower, its counsel or to counsel to Holder:
(a) Each of the representations and warranties of Borrower contained in Section 3 (except Section 3.5 for purposes of the First Closing) shall be true and correct on and as of each Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing;
(b) Borrower shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before each Closing and shall have obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein; and
(c) only with respect to the Second Closing, the Merger has not been consummated on or before January 15, 2001.
Conditions to Holder’s Obligations. The obligation of each ---------------------------------- Holder to exchange the Holder's Common Shares for Company Shares and Options for Company Options at the Closing is subject to the fulfillment, on or prior to the Closing Date, of the following conditions:
Conditions to Holder’s Obligations. The obligations of the Holder hereunder in connection with the Closing are subject to the following conditions being met:
(a) the accuracy in all material respects on the date of the Closing of the representations and warranties of the Company contained herein;
(b) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed; and
(c) from the date hereof to the Closing, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Holder, makes it impracticable or inadvisable to consummate the transactions hereunder.
Conditions to Holder’s Obligations. The obligation of Holder hereunder to execute and deliver the Notice of Conversion to convert the Debentures 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 Holder’s sole benefit and may be waived by Holder at any time in its sole discretion:
Conditions to Holder’s Obligations. The obligations of each Holder required to be performed on the Closing Date shall be subject to the satisfaction or waiver in writing of the following condition:
(a) The representations and warranties made by Parent in this Agreement shall be true and correct as of the Closing Date except (i) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date (subject to the following clauses (ii) and (iii)), (ii) for changes contemplated by this Agreement and the Merger Agreement, and (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any materiality qualifications contained in such representations and warranties) would not be reasonably likely to have a Parent Material Adverse Effect.
(b) On such Closing Date, no provision of any Applicable Law, injunction, order or decree of any Governmental Authority shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions.
(c) The Effective Time shall have occurred.
(d) The Closing Financing shall have occurred.
(e) Parent shall have delivered the Parent Notes, the Preference Shares and the Accrued Interest Shares, as applicable, to the Holders.
(f) Each Holder shall have received the opinion of Ropes & Xxxx LLP in the form attached hereto as Exhibit B.
