Conditions to Obligations of Investors. The obligations of Investors to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
Conditions to Obligations of Investors. The obligation of each of the Investors to complete the purchase of the Securities at the Closing is subject to fulfillment of the following conditions: The Company shall have executed and delivered an Investor Rights Agreement, dated the Closing Date, in the form attached as Exhibit 2 with respect to the Purchased Shares and the Underlying Shares (the "Investor Rights Agreement"); The Company shall have delivered to the Investors an opinion of counsel, dated the Closing Date and reasonably satisfactory to counsel for the Investors; The Company shall have complied fully with the Preemptive Rights; The representation and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by the Chief Executive Officer of the Company, in such capacity, to such effect (the "Closing Certificate") and the Closing Certificate shall also contain an accurate list of all the agreements to which the Company is a party that are material to the business, financial condition, results of operation, properties or operations of the Company and its Subsidiaries taken as a whole; The Company shall have executed and delivered all documents, reasonably requested by counsel for the Investors; and The Company shall pay the Investors' expenses to the extent set forth in Section 6.10 hereof.
Conditions to Obligations of Investors. The respective obligations of the Investors hereunder in connection with the Closing are subject to the satisfaction (or waiver) of the following conditions: (i) the closing of the Merger and the Offering shall have occurred or shall occur simultaneously with the Closing; (ii) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein; and (iii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed.
Conditions to Obligations of Investors for Each Closing 39 Section 8.02. Additional Conditions of Obligations of Investors for First Closing 40 Section 8.03. Additional Conditions of Obligations of Investors for Second Closing 42 Section 8.04. Conditions to Obligation of Company and Sellers for Each Closing 43 Section 8.05. Additional Conditions to Obligation of Company and Sellers for First Closing 43 Section 9.01. Survival 43 Section 9.02. Indemnification by Warrantors 43 Section 9.03. Indemnification by Other Shareholders 45 Section 9.04. Penalty for Late Payment by Investors 45 Section 9.05. Third Party Claim Procedures 46 Section 9.06. Direct Claim Procedures 47 Section 10.01. Grounds for Termination 47 Section 10.02. Effect of Termination 48
Conditions to Obligations of Investors. The obligations of each Investor to consummate the purchase of the Convertible Shares to be purchased by it and the other actions to be taken at the Closing are further subject to the satisfaction, or waiver by such Investor, on or prior to the Closing Date of the following conditions:
Conditions to Obligations of Investors. The obligation of Investors to effect the transactions contemplated hereby are also subject to the satisfaction, on or prior to the Closing Date, of the following additional conditions unless waived by Investors:
Conditions to Obligations of Investors. 22 5.1 Representations and Warranties True at Closing: Non Occurrence of Default......................22 5.2 No Injunction..................................................................................22 5.3 Litigation.....................................................................................22 5.4
Conditions to Obligations of Investors. Each Investor's obligation to purchase the Series B Stock to be purchased by it at the Closing and to consummate the other transactions contemplated herein, as provided in Section 2.2 hereof, shall be subject to the satisfaction of the following conditions, any of which may be waived by it in writing:
Conditions to Obligations of Investors. The obligation of each of the Investors to complete the purchase of the Securities at each Closing is subject to fulfillment of the following conditions: The Company shall have executed and delivered an Investor Rights Agreement, dated as of November 12, 2003, in the form attached as Exhibit 2 with respect to the Purchased Shares and the Underlying Shares; The Company shall have delivered to the Investors an opinion of counsel, dated as of such Closing Date and reasonably satisfactory to counsel for the Investors; The Company shall have complied fully with the Preemptive Rights; The representation and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of such Closing Date as though made on and as of such Closing Date, and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to such Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by the Chief Executive Officer of the Company, in such capacity, to such effect (the "Closing Certificate") and the Closing Certificate shall also contain an accurate list of all the agreements to which the Company is a party that are material to the business, financial condition, results of operation, properties or operations of the Company and its Subsidiaries taken as a whole; The Company shall have executed and delivered all documents, reasonably requested by counsel for the Investors; and The Company shall pay the Investors' expenses to the extent set forth in Section 6.10 hereof.
Conditions to Obligations of Investors. The obligations of Investors to consummate the transactions contemplated by this Agreement are subject to the fulfillment of each of the following conditions, which may be waived in whole or in part by the Investors to the extent permitted by applicable law:
