Conditions to Investor’s Obligation to Close. Investor’s obligation to effect the Transactions shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:
Conditions to Investor’s Obligation to Close. The Investor’s obligation to purchase the Notes and the Class C Shares at the Closing is subject to the fulfillment on or before such Closing of each of the following conditions, unless waived by the Investor:
Conditions to Investor’s Obligation to Close. The obligation -------------------------------------------- of the Investor hereunder to execute the Waiver 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 the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion:
a. The Company shall have executed each of the Transaction Documents and delivered the same to the Investor.
b. The Common Stock shall be designated for quotation on AMEX or listed on the NYSE, and shall not have been suspended from trading on or delisted from such exchanges nor shall delisting or suspension by such exchanges have been threatened either (A) in writing by such exchanges or (B) by falling below the minimum listing maintenance requirements of such exchanges.
c. The representations and warranties of the Company contained herein shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect.
d. The Investor shall have received the opinion of Xxxxxxx Xxxxxx & Xxxxxxxx LLP, dated as of the Closing Date, in substantially the form of Exhibit C attached hereto. ---------
e. The Investor shall have received the opinion of Xxxxx Peabody LLP, dated as of the Closing Date, in substantially the form of Exhibit ------- D attached hereto. -
f. The Company shall have executed and delivered to the Investor UCC-1 financing statements in the name of the Investor for such jurisdictions requested by the Investor and in a form reasonably satisfactory to the Investor.
g. The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to the Investor (the "Resolutions").
h. The Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the Company [and each U.S. Subsidiary] in such corporation's state of incorporation issued by the Secretary of State of such state of incorporatio...
Conditions to Investor’s Obligation to Close. The obligation of each of the Investors to consummate the transactions contemplated herein is subject to the satisfaction, on or prior to the Closing Date, of the conditions set forth below and applicable thereto, any of which may be waived with respect to an Investor in writing by that Investor:
(a) Representations and Warranties; Performance of Obligations. Each of the representations and warranties made by the Company herein shall have been true and correct when made, and shall be true and correct on and as of the Closing Date (or the date of any Subsequent Closing) or, to the extent such representation and warranty is as of a specific date, as of such specific date. The Company shall have performed and complied with the agreements, covenants, conditions and provisions of this Agreement required to be performed or complied with by it at or prior to the Closing Date (or the date of any Subsequent Closing).
