Conditions to Obligation of the Investors. The obligations of the Investors to enter into and perform their respective obligations under this Agreement are subject, at the option of the Investors, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Investors in writing: (a) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Company shall have performed and complied with all of such covenants in all respects through the Closing; (c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Company, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Investors to own the Securities, or (B) affect adversely the right of the Company to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority; (d) No event, change or development shall exist or shall have occurred since the date of this Agreement that has had or is reasonably likely to have a Material Adverse Effect on the Company; (e) All consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Company and Company shall have delivered proof of same to the Investors; (f) Company shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date; (g) Company shall have maintained its status as a company whose common stock is quoted on the Principal Market and no reason shall exist as to why such status shall not continue immediately following the Closing; (h) Trading in the Company Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Company Common Stock shall have been at all times since such date listed for trading on a trading market; (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to each Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Investor the Shares in such aggregate number of Shares as is set forth across from such Investor’s name in column (3) of Schedule I and the related Warrants (initially for such aggregate number of shares of Warrant Shares as is set forth across from such Investor’s name in columns (4) of Schedule I) being purchased by such Investor at the Closing pursuant to this Agreement;
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Samples: Subscription Agreement (Car Charging Group, Inc.), Subscription Agreement (Jbi, Inc.)
Conditions to Obligation of the Investors. The obligations obligation of each of the Investors to enter into and perform their respective obligations under this Agreement are subject, at consummate the option of the Investors, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Investors in writing:
(ai) No legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement;
(ii) The representations and warranties of the Company set forth contained in this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects on the Closing Date as if given on and as of the Closing Date (except to the extent such for representations and warranties are specifically made given as of a particular specific date, in which case such representations and warranties shall be true and correct as of such date);
(b) Company shall have performed , and complied with all of its covenants hereunder in all material respects through on or before the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case Closing Date the Company shall have performed all covenants and complied with all agreements of such covenants the Company contained herein or in all respects through any of the Closingother Transaction Documents required to be performed by the Company on or before the Closing Date;
(ciii) No actionevent which, suitif the Notes were outstanding, (1) would constitute an Event of Default or which, with the giving of notice or the passage of time, or proceeding both, would constitute an Event of Default shall have occurred and be pending orcontinuing or (2) would constitute a Repurchase Event or which, with the giving of notice or the passage of time, or both, would constitute a Repurchase Event shall have occurred and be continuing;
(iv) The Company shall have delivered to the Investor a certificate, dated the Closing Date, duly executed by its Chief Executive Officer or Chief Financial Officer, to the Knowledge effect set forth in subparagraphs (i), (ii) and (iii) of this Section 7(a);
(v) The Company shall have delivered to the Investors a certificate, dated the Closing Date, of the Company, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Investors to own the Securities, or (B) affect adversely the right Secretary of the Company to own its assets or to operate its business certifying (1) the Certificate of Incorporation and By-Laws of the Company as in effect on the Closing Date, (2) all resolutions of the Board of Directors (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any committees thereof) of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) No event, change or development shall exist or shall have occurred since the date of this Agreement that has had or is reasonably likely Company relating to have a Material Adverse Effect on the Company;
(e) All consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of other Transaction Documents and the transactions contemplated hereby and thereby and (3) such other matters as reasonably requested by this Agreementthe Investors;
(vi) The Collateral Agent shall have executed and delivered to the Company the Pledge and Security Agreement and a copy thereof duly executed and delivered by the Company, shall have been obtained and made by the Company and Company shall have delivered proof of same furnished to the Investors;
(fvii) Company The Collateral Agent shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Company shall have maintained its status as a company whose common stock is quoted on the Principal Market and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Company Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Company Common Stock shall have been at all times since such date listed for trading on a trading market;
(i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to each Investor each of the Transaction Documents to which it is a party and Investors the Company Collateral Agency Agreement;
(viii) The Lockbox Agreement shall have duly been executed and delivered to such Investor the Shares in such aggregate number of Shares as is set forth across from such Investor’s name in column (3) of Schedule I Company, the Collateral Agent and the related Warrants Lockbox Agent and a copy thereof shall have been furnished by the Company to the Investors;
(initially ix) The Guaranty shall have been executed by Xxxxxx Xxxx and shall have been furnished by Xxxxxx Xxxx to the Investors; and
(x) On the Closing Date, the Investors shall have received an opinion of Guzov Ofsink, LLC, counsel for such aggregate number of shares of Warrant Shares the Company, dated the Closing Date, addressed to the Investor, in the form attached as is set forth across from such Investor’s name Annex IV and otherwise in columns (4form, scope and substance reasonably satisfactory to the Investors. The Investors may waive any condition specified in this Section 7(a) of Schedule I) being purchased by such Investor if they execute a writing so stating at the Closing pursuant to this Agreement;Closing.
Appears in 1 contract
Conditions to Obligation of the Investors. The obligations of the Investors to enter into and perform their respective obligations under this Agreement are subject, at the option of the Investors, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Investors in writing:
(a) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Company shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Company, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Investors to own the Securities, or (B) affect adversely the right of the Company to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) No event, change or development shall exist or shall have occurred since the date of this Agreement that has had or is reasonably likely to have a Material Adverse Effect on the Company;
(e) All consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Company and Company shall have delivered proof of same to the Investors;
(f) Company shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Company shall have maintained its status as a company whose common stock is quoted on the Principal Market and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Company Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Company Common Stock shall have been at all times since such date listed for trading on a trading market;
(i) Company shall have delivered to the Investors a certificate, dated the Closing Date, executed by an officer of the Company, certifying the satisfaction of the conditions specified in Sections 6.2(a) through 6.2(h), inclusive, relating to the Company.
(j) Company shall have delivered to the Investors a certified copy of the Certificate of Incorporation of the Company as certified by the Secretary of State (or comparable office) of the Company’s jurisdiction of formation within five (5) days of the Closing Date;
(k) Company shall have delivered to the Investors (i) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(l) Company shall have delivered to the Investors a certificate duly executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions as adopted by the Company’s board of directors approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Company Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Company signing this Agreement and any other agreement or instrument contemplated hereby to which the Company is a party;
(m) Intentionally omitted;
(n) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to each Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Investor the Shares in such aggregate number of Shares as is set forth across from such Investor’s name in column (3) of Schedule I and the related Series A Warrants and Series B Warrants (initially for such aggregate number of shares of Warrant Shares as is set forth across from such Investor’s name in columns (4) and (5) of Schedule I, respectively) being purchased by such Investor at the Closing pursuant to this Agreement;
(o) Intentionally omitted;
(p) All actions to be taken by the Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Investors.
Appears in 1 contract
Conditions to Obligation of the Investors. The obligations of the Investors to enter into and perform their respective obligations under this Agreement are subject, at the option of the Investors, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Investors in writing:
(a) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Company shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Company, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Investors to own the Securities, or (B) affect adversely the right of the Company to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) No event, change or development shall exist or shall have occurred since the date of this Agreement that has had or is reasonably likely to have a Material Adverse Effect on the Company;
(e) All consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Company and Company shall have delivered proof of same to the Investors;
(f) Company shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Company shall have maintained its status as a company whose common stock is quoted on the Principal Market and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Company Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Company Common Stock shall have been at all times since such date listed for trading on a trading market;
(i) Company shall have delivered to the Investors a certificate, dated the Closing Date, executed by an officer of the Company, certifying the satisfaction of the conditions specified in Sections 6.2(a) through 6.2(h), inclusive, relating to the Company.
(j) Company shall have delivered to the Investors a certified copy of the Certificate of Incorporation of the Company as certified by the Secretary of State (or comparable office) of the Company’s jurisdiction of formation within five (5) days of the Closing Date;
(k) Company shall have delivered to the Investors (i) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date; and (ii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;
(l) Company shall have delivered to the Investors a certificate duly executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions as adopted by the Company’s board of directors approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the Company Organizational Documents, each as in effect at the Closing; and (iii) the incumbency of each authorized officer of the Company signing this Agreement and any other agreement or instrument contemplated hereby to which the Company is a party;
(m) The Company shall have delivered a duly executed lock up agreements in the form of Exhibit E-1 hereto with the Persons set forth on Schedule II(a) and lock up agreements in the form of Exhibit E-2 hereto with the Persons set forth on Schedule II(b);
(n) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to each Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Investor the Shares in such aggregate number of Shares as is set forth across from such Investor’s name in column (3) of Schedule I and the related Series A Warrants and Series B Warrants (initially for such aggregate number of shares of Warrant Shares as is set forth across from such Investor’s name in columns (4) and (5) of Schedule I, respectively) being purchased by such Investor at the Closing pursuant to this Agreement;
(o) The closing of the Acquisition shall have occurred; and
(p) All actions to be taken by the Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Investors.
Appears in 1 contract
Conditions to Obligation of the Investors. The obligations of the Investors to enter into and perform their respective obligations under this Agreement are subject, at the option of the Investors, to the fulfillment on or prior to the each Closing Date of the following conditions, any one or more of which may be waived by the Investors in writing:
(a) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the each Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Company shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Company, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Investors to own the Securities, or (B) affect adversely the right of the Company to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) No event, change or development shall exist or shall have occurred since the date of this Agreement that has had or is reasonably likely to have a Material Adverse Effect on the Company;
(e) All consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Company and Company shall have delivered proof of same to the Investors;
(f) Company shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the each Closing Date;
(g) Company shall have maintained its status as a company whose common stock is quoted on the Principal Market and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Company Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Company Common Stock shall have been at all times since such date listed for trading on a trading market;
(i) The Company shall have delivered a duly executed lock up agreements in the form of Exhibit C hereto with the Persons set forth on Schedule II;
(j) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to each Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Investor the Shares in such aggregate number of Shares as is set forth across from such Investor’s name in column (3) of Schedule I and the related Warrants (initially for such aggregate number of shares of Warrant Shares as is set forth across from such Investor’s name in columns (4) of Schedule I) being purchased by such Investor at the each Closing pursuant to this Agreement;; and
(k) The closing of the Acquisition shall have occurred.
Appears in 1 contract
Conditions to Obligation of the Investors. The obligations of the Investors to enter into in to and perform their respective the irrespective obligations under this Agreement are subject, at the option of the Investors, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Investors in writing:
(a) The representations There presentations and warranties of the Company set forth in for thin this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and representation sand warranties shall be true and correct as of such date);
(b) Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Company shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Company, threatened before any Governmental Authority wherein where in an Order or charge would (A) affect adversely the right of the Investors to own the Securities, or (B) affect adversely the right of the Company to own town its assets or to operate xxxx rate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Government al Authority;
(d) No event, change or development shall exist or shall have occurred since the date of this Agreement that has had or is reasonably re as on ably likely to have a Material Adverse Effect on the Company;
(e) All consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Company and Company shall have delivered proof of same to the Investors;
(f) Company shall have filed all reports and other documents required to be filed by it under the U.S. U. S. federal securities laws through the Closing Date;
(g) Company shall have maintained its status as a company accompany whose common stock is quoted on the Principal Market and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Company Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Company Common Stock shall have been at all times since such date listed for trading on a trading market;
(i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to each Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Investor the Shares in such aggregate number of Shares as is set forth across from such Investor’s name in column (3) of Schedule I and the related Warrants (initially for such aggregate number of shares of Warrant Shares as is set forth across from such Investor’s name in columns (4) of Schedule I) being purchased by such Investor at the Closing pursuant to this Agreement;
Appears in 1 contract
Conditions to Obligation of the Investors. The obligations of the Investors to enter into and perform their respective obligations under this Agreement are subject, at the option of the Investors, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Investors in writing:
(a) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Company shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Company, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Investors to own the Securities, or (B) affect adversely the right of the Company to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) No event, change or development shall exist or shall have occurred since the date of this Agreement that has had or is reasonably likely to have a Material Adverse Effect on the Company;
(e) All consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Company and Company shall have delivered proof of same to the Investors;
(f) Company shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Company shall have maintained its status as a company whose common stock is quoted on the Principal Market and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Company Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Company Common Stock shall have been at all times since such date listed for trading on a trading market;
(i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to each Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Investor the Shares in such aggregate number of Shares as is set forth across from such Investor’s name in column (3) of Schedule I and the related Warrants (initially for such aggregate number of shares of Warrant Shares as is set forth across from such Investor’s name in columns (4) of Schedule I) being purchased by such Investor at the Closing pursuant to this Agreement;
(j) Xxxx Xxxxxxxxx shall have tendered his resignation as a member of the Board and as Chief Executive Officer and President and Xxxxx Xxxxx shall have tendered his resignation as a member of the Board, to be effective immediately upon the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, which is due on May 10, 2012, and such resignations shall have been accepted by the Board;
(k) Xxxxx Xxxxxx and Xxxxxxx Xxxxxx shall have been appointed as members of the Board;
(l) Xxxxx Xxxxxx shall have been appointed as President;
(m) Xxxx Xxxxxxxxx shall have been appointed Chief of Technology of the Company;
(n) Xxxxx Xxxxxx and the Company shall have duly executed an employment agreement in substantively the same form as is set forth in Exhibit B hereto;
(o) Xxxx Xxxxxxxxx and the Company shall have duly executed an employment agreement in substantively the same form as set forth in Exhibit C hereto;
(p) Xxxx Xxxxxxxxx shall have executed a letter agreement with the Investors with respect to certain stockholder voting matters in form and substance to be mutually agreed upon by the parties thereto;
(q) The Board shall have adopted a resolution to cause the name of the Company to be amended to “Plastic2Oil” and shall have directed that the proposed amendment be considered at the next annual meeting of the stockholders entitled to vote on the amendment; and
(r) The Company shall have filed with the SEC its Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
Appears in 1 contract
Samples: Subscription Agreement (Jbi, Inc.)
Conditions to Obligation of the Investors. The obligations of the Investors to enter into and perform their respective obligations under this Agreement are subject, at the option of the Investors, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Investors in writing:
(a) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Company shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Company, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Investors to own the Securities, or (B) affect adversely the right of the Company to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) No event, change or development shall exist or shall have occurred since the date of this Agreement that has had or is reasonably likely to have a Material Adverse Effect on the Company;
(e) All consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Company and Company shall have delivered proof of same to the Investors;
(f) Company shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Company shall have maintained its status as a company whose common stock is quoted on the Principal Market and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Company Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Company Common Stock shall have been at all times since such date listed for trading on a trading market;; and
(i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to each Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered instructions to its transfer agent to issue to such Investor the Shares in such aggregate number of Shares as is set forth across from such Investor’s name in column (3) of Schedule I and the related Warrants (initially for such aggregate number of shares of Warrant Shares as is set forth across from such Investor’s name in columns (4) of Schedule I) being purchased by such Investor at the Closing pursuant to this Agreement;I.
Appears in 1 contract
Samples: Subscription Agreement (Jbi, Inc.)
Conditions to Obligation of the Investors. The obligations of the Investors to enter into and perform their respective obligations under this Agreement are subject, at the option of the Investors, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Investors in writing:
(a) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Company shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Company, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Investors to own the Securities, or (B) affect adversely the right of the Company to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) No event, change or development shall exist or shall have occurred since the date of this Agreement that has had or is reasonably likely to have a Material Adverse Effect on the Company;
(e) All consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Company and Company shall have delivered proof of same to the Investors;
(f) Company shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Company shall have maintained its status as a company whose common stock is quoted on the Principal Market and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Company Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Company Common Stock shall have been at all times since such date listed for trading on a trading market;
(i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to each Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Investor the Shares in such aggregate number of Shares as is set forth across from such Investor’s name in column (3) of Schedule I and the related Warrants (initially for such aggregate number of shares of Warrant Shares as is set forth across from such Investor’s name in columns (4) of Schedule I) being purchased by such Investor at the Closing pursuant to this Agreement;
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Conditions to Obligation of the Investors. The obligations obligation of each of the Investors to enter into and perform their respective obligations under this Agreement are subject, at consummate the option of the Investors, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Investors in writing:
(ai) The the representations and warranties of the Company set forth in this Agreement Section 3 shall be true and correct in all material respects (for purposes of this Section, any representation or warranty that is qualified by a materiality standard shall be read without regard to any such materiality qualification as if such qualification were not contained therein);
(ii) the certificate of designation containing the terms of the Series B as set forth in Exhibit A shall be duly authorized, adopted, filed and otherwise made effective;
(iii) the certificate of designation containing the terms of the Series A Preferred Stock of the Company as set forth in Exhibit A shall be duly authorized, adopted, filed and otherwise made effective;
(iv) the Company shall have filed a Current Report on Form 8-K with the SEC under the Exchange Act relating to the acquisition and leasing of assets of, and certain additional rights of and to, Dalian Fushi, the disclosure of which shall be in the form required by the SEC and otherwise reasonably acceptable to the Investors and in compliance in all material respects with the disclosure requirements under applicable Laws;
(v) the Company shall have completed an audit on the Company and its Subsidiaries (including Dalian Fushi) conducted by Jimmy H. Cheung & Co. for the fiscal years ended December 31, 2000 xxx Xxxxxxxr 31, 2003, and the Company shall have received an unqualified audit opinion;
(vi) the Company shall have obtained a shareholder approval for the reverse split and name change and shall have filed a preliminary Schedule 14C information statement relating to the reverse stock split and the name change contemplated in Section 6(f) in a form and with disclosure acceptable to the Investors;
(vii) the Company shall have completed a share exchange with all of the stockholders of DPI, whereby the Company shall become the sole owner of DPI and sole indirect owner of WOFE;
(viii) Dalian Fushi shall have completed an amendment to the stock purchase agreement dated as of November 28, 2005, between Dalian Fushi and Glenn Little pursuant to which Mr. Little agrees to receive his xxxxxxxx xxice from the proceeds under this Agreement;
(ix) the Company, Dalian Fushi and Management shall have delivered to the Investors a certificate to the effect that each of the conditions specified in Section 7(a)(i)-(viii) is satisfied in all respects;
(x) the Company shall have delivered to the Investors the funds flow statement pursuant to Section 3(cc), which statement is acceptable to the Investors and shall be signed by Glenn Little;
(xi) the Restructuring Agreements attaxxxx xx Xxxxbit I shall be in a form and with such terms as acceptable to the Investors;
(xii) the Investors shall have received the Ancillary Agreements executed by the Company, Dalian Fushi, Management and the Series A holders, as applicable;
(xiii) the Investors shall have received from U.S. counsel to the Company an opinion in form and substance as set forth in Exhibit M, addressed to the Investors, and dated as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date)Date;
(bxiv) Company the Investors shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except received from Chinese counsel to the extent that such covenants are qualified by terms such Company an opinion in form and substance as “material” set forth in Exhibit N, addressed to the Investors, and “Material Adverse Effect,” in which case dated as of the Company shall have performed and complied with all of such covenants in all respects through the Closing;Closing Date; and
(cxv) No action, suit, or proceeding shall be pending or, to the Knowledge of the Company, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Investors to own the Securities, or (B) affect adversely the right of the Company to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) No event, change or development shall exist or shall have occurred since the date of this Agreement that has had or is reasonably likely to have a Material Adverse Effect on the Company;
(e) All consents, waivers, approvals, authorizations or orders required all actions to be obtained, and all filings required to be made, taken by the Company for the authorization, execution and delivery of this Agreement and the in connection with consummation by it of the transactions contemplated by this AgreementAgreement and all certificates, shall have been obtained opinions, instruments and made by other documents reasonably required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and Company shall have delivered proof of same substance to the Investors;
(f. The Investors may waive any condition specified in this Section 7(a) Company shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Company shall have maintained its status as if they execute a company whose common stock is quoted on the Principal Market and no reason shall exist as to why such status shall not continue immediately following writing so stating at the Closing;
(h) Trading in the Company Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Company Common Stock shall have been at all times since such date listed for trading on a trading market;
(i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to each Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Investor the Shares in such aggregate number of Shares as is set forth across from such Investor’s name in column (3) of Schedule I and the related Warrants (initially for such aggregate number of shares of Warrant Shares as is set forth across from such Investor’s name in columns (4) of Schedule I) being purchased by such Investor at the Closing pursuant to this Agreement;.
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Samples: Stock Purchase Agreement (Parallel Technologies Inc)
Conditions to Obligation of the Investors. The obligations of the Investors to enter into and perform their respective obligations under this Agreement are subject, at the option of the Investors, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Investors in writing:
(a) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);
(b) Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Company shall have performed and complied with all of such covenants in all respects through the Closing;
(c) No action, suit, or proceeding shall be pending or, to the Knowledge of the Company, threatened before any Governmental Authority wherein an Order or charge would (A) affect adversely the right of the Investors to own the Securities, or (B) affect adversely the right of the Company to own its assets or to operate its business (and no such Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted or promulgated by any Governmental Authority;
(d) No event, change or development shall exist or shall have occurred since the date of this Agreement that has had or is reasonably likely to have a Material Adverse Effect on the Company;
(e) All consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Company and Company shall have delivered proof of same to the Investors;
(f) Company shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date;
(g) Company shall have maintained its status as a company whose common stock is quoted on the Principal Market and no reason shall exist as to why such status shall not continue immediately following the Closing;
(h) Trading in the Company Common Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Company Common Stock shall have been at all times since such date listed for trading on a trading market;
(i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to each Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Investor the Shares in such aggregate number of Shares as is set forth across from such Investor’s name in column (3) of Schedule I and the related Warrants (initially for such aggregate number of shares of Warrant Shares as is set forth across from such Investor’s name in columns (4) of Schedule I) being purchased by such Investor at the Closing pursuant to this Agreement;.
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