Conditions to Obligations of Purchasers. The obligations of each Purchaser under this Agreement to consummate the Closing are subject to the satisfaction or waiver by such Purchaser, at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of Purchasers. The obligations of Purchasers hereunder to purchase the Assets and to assume and to pay, perform and discharge the Assumed Liabilities are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchasers in their sole discretion):
Conditions to Obligations of Purchasers. The obligation of Purchasers to consummate the transactions contemplated by this Agreement shall be subject, to the extent not waived, to each of the following conditions.
Conditions to Obligations of Purchasers. The obligations of Purchasers to consummate the transactions contemplated by this Agreement are further subject to the satisfaction, or waiver by Purchasers of the following conditions:
(a) The representations and warranties of Sellers contained in art. IV.A (Capacity), IV.B (Organization and Qualification), IV.C (Capital Structure, but only as to the ownership structure in VSH and the Subsidiaries), IV.D (Ownership), IV.M (Intellectual Property/Know-How, but only with respect to title to the Völkl trademarks and patents free and clear of any Liens, except for any Liens disclosed in this Agreement) and IV.P (Environmental Matters, but only if an environmental problem could reasonably result in a forced closure of any manufacturing facilities) of this Agreement shall be true and correct as of the Closing Date;
(b) the representations and warranties of Sellers contained in art. IV other than those set out in sub-clause (a) above shall be true and correct as of the Closing Date, except in any case where the failure to be true and correct would not, in the aggregate, constitute a Material Adverse Effect;
(c) there shall not have occurred (other than primarily as a result of the Purchasers’ actions) any events giving rise to any causes of action (whether asserted or unasserted in litigation and including any claims or causes of action by or available to Sellers) which materially and adversely affect the ability of the Sellers (and/or the parties to the Ancillary Documents which Sellers are in a position to control) to consummate the transactions contemplated hereby or by any of the Ancillary Documents;
(d) there shall not have occurred after the date of this Agreement a Material Adverse Effect on the Völkl Group Companies taken as a whole;
(e) Sellers shall have performed, and shall have caused the Völkl Group Companies to perform, in all material respects all actions, obligations and covenants under this Agreement required to be performed by them on or by the Closing Date;
(f) Sellers shall have obtained the third party consents set out in Schedule III.B.2;
(g) Purchasers shall have procured the necessary funds for financing the cash portion of the Purchase Price and the transactions contemplated by this Agreement and such financing is not subject to any future conditions beyond the control of K2 or Purchasers (it being understood that any condition precedent under K2’s or Purchasers’ financing arrangements shall be deemed a condition precedent to Purchasers’ ...
Conditions to Obligations of Purchasers. The obligations of Purchasers to consummate the transactions contemplated by this Agreement at the Closing shall be subject to the fulfillment or Purchasers’ waiver, at or prior to the Closing, of each of the following conditions:
(a) All representations and warranties of the Borrowers and the other Loan Parties contained herein and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of the Closing, except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date.
(b) The Borrowers and the other Loan Parties shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing.
(c) The Borrowers or the other Loan Parties, as the case may be, shall have delivered to the Noteholder Representative and the Purchasers the following executed documents:
(i) the Notes;
(ii) the Guarantees;
(iii) the Security Agreements;
(iv) the Warrants;
(v) the Subordination Agreement;
(vi) the Payoff Letter;
(vii) Legal opinions from U.S. and Canadian counsel to the Borrowers in form and substance satisfactory to the Noteholder Representative; and
(viii) the Jupiter Note Purchase Agreement and related documents.
Conditions to Obligations of Purchasers. The obligations of each Purchaser to subscribe for, purchase and pay for the Subject Securities as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion:
(a) The Company Fundamental Warranties shall have been true and correct in all respects on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date). Other representations and warranties of the Company contained in Section 4.01 of this Agreement shall have been true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar qualifications, true and correct in all respects) on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date).
(b) The Company shall have duly executed and delivered or shall have caused to be duly executed and delivered each Transaction Agreement to which it is a party to the Purchaser at or prior to Closing.
Conditions to Obligations of Purchasers. The respective obligations of each Purchaser to purchase and pay for the Subscription Shares as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion:
(a) The representations and warranties of the Company contained in Section 4.1 of this Agreement shall have been true and correct on the date of this Agreement and true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, in which case on and as of such specified date);
(b) The Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.
(c) There shall have been no Material Adverse Effect with respect to the Company and its Subsidiaries.
(d) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Subscription Shares shall have been completed.
(e) The Company shall have duly executed and delivered the Amended Investor Rights Agreement on or prior to the Closing.
Conditions to Obligations of Purchasers. The obligations of Purchasers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived, to the extent permitted by applicable law, in whole or in part by Purchasers):
Conditions to Obligations of Purchasers. The respective obligations of each Purchaser to subscribe for, purchase and pay for the Subscription Shares as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived in writing by each such Purchaser in its sole discretion:
(a) The fundamental representations and warranties contained in Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d), Section 4.01(e) and Section 4.01(g) hereof shall be true and correct in all respects on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date). Other representations and warranties of the Company contained in Section 4.01 of this Agreement shall have been true and correct on the date of this Agreement and true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date);
(b) The Company shall have performed and complied with all, and not be in breach or default in under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date in all material respects.
(c) There shall have been no Material Adverse Effect with respect to the Company.
(d) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Subscription Shares shall have been completed.
(e) The Company shall have approved the appointment of a director nominated by Tencent and an observer nominated by J to the board of directors of the Company, which shall be effective upon the Closing.
(f) The Purchasers shall have received an opinion, dated the Closing Date, of Xxxxxxx Xxxxx Xxxxxxx, Cayman counsel to the Company, substantially in the form as set forth in Exhibit C.
(g) No stop order or suspension of trading shall have been imposed by NYSE, the SEC or any other Governmental Authority with respect to the public trading of the ADSs.
(h) The Company shall have duly executed and delivered the Inv...
Conditions to Obligations of Purchasers. Each Purchaser's obligation to purchase the Units at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, unless otherwise waived by such Purchaser:
