Conditions To Obligations Of Stockholder. The obligations of Stockholder as set forth in Section 1 above shall be subject to the satisfaction of each of the following conditions (collectively, the “Conditions”), any of which may be waived by Stockholder:
(a) the exchange ratios used in the Exchange Offer shall be 6.639 shares of Asia Holding Co., for each share of Series 1-A Preferred Stock, 17.818 shares of Asia Holding Co. for each share of Series 2-A Preferred Stock and 5,059.217 shares of Asia Holding Co. for each share of Series 4-A Preferred Stock;
(b) The cash purchase price in the Offer is $0.158 in cash for each share of Asia Holding Co. and the Offer shall not have been revoked or withdrawn for any reason;
(c) Holders of a majority of the shares of each of the Vsource Series 1-A, Series 2-A and Series 4-A Preferred Stock, each voting as a separate class, shall have agreed that the Transaction, including the Company’s contribution of 100% of its ownership interest in Vsource Asia to Asia Holding Co., as well as the exchange by holders of Vsource Preferred Stock for shares of common stock of Asia Holding Co., shall not be deemed a liquidation;
(d) The holders of at least 51% of the outstanding Series 4-A Preferred Stock shall have agreed to cause any shares of Series 4-A Preferred Stock that are not exchanged for shares of Asia Holding Co. to be converted into Vsource common stock and therefore extinguish the Series 4-A Preferred Stock’s put right;
(e) The holders of at least 51% of the outstanding shares of each class of Preferred Stock shall have elected to exchange their Preferred Stock for shares of Asia Holding Co. in the Exchange Offer;
(f) The holders of at least 75% of the common stock of Asia Holding Co. shall have agreed to tender their common shares of Asia Holding Co. to Symphony;
(g) The Company shall have obtained: • approval of the Malaysian Securities Commission for the sale of its shares of Vsource Asia to Asia Holding Co. pursuant to the Malaysian Securities Commission Axx 0000, and • a waiver from the Malaysian Securities Commission from the requirement for Asia Holding Co. to make a general offer for the remaining shares of Vsource Asia pursuant to the Take-Over Code;
(x) Symphony and the Stockholder shall have entered into a binding sale and purchase agreement pursuant to which Symphony will be obligated to purchase, and the Stockholder will be obligated to sell, all of the common stock owned by the Stockholder for $0.50 per share and all warrants dated November 21, 20...
Conditions To Obligations Of Stockholder. The obligations of Stockholder under this Agreement are subject to the satisfaction at the Closing of each of the following conditions:
Conditions To Obligations Of Stockholder. The obligation of each Stockholder to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions (except to the extent waived in writing by such Stockholder):
Conditions To Obligations Of Stockholder. The obligations of the Stockholder to consummate the Closing shall be subject to the satisfaction, on or before the Closing Date, of each and every one of the following conditions, all or any of which may be waived, in whole or in part, by the Stockholder, provided, however, that in the event that any or all of such conditions are waived, such waiver shall be for all purposes and not only for purposes of closing the transactions contemplated hereby, and the conditions so waived shall not serve as a basis for indemnification under Section 7.1 hereof.
Conditions To Obligations Of Stockholder. The obligations of Stockholder to be performed hereunder are subject to the satisfaction (or waiver by Stockholder) on or before each Closing of each of the following conditions:
Conditions To Obligations Of Stockholder. The obligations of Stockholder under this Agreement are subject to the fulfillment, at the Closing Date, of the following conditions precedent, each of which may be waived in writing in the sole discretion of Stockholder:
Conditions To Obligations Of Stockholder. This Agreement shall not be deemed to be effective unless the following condition has been fulfilled:
Conditions To Obligations Of Stockholder. The obligations of Stockholder to sell the Common Stock to the Company, as contemplated by Section 2.01(a), shall be subject to the satisfaction or waiver of the following conditions precedent and Stockholder shall have received an Officer's Certificate from the Company certifying compliance with the conditions of clauses (i) and (ii) below:
(i) the representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the First Closing Date and (if applicable) the Second Closing Date as if made on and as of each respective date;
(ii) the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement (including those contained in Article III) to be performed or complied with by it on or prior to the First Closing Date and (if applicable) the Second Closing Date;
(iii) there shall not be adopted or entered, and remaining in effect, any order, law or regulation of any court or governmental authority or other regulatory or administrative agency or commission, domestic or foreign, the effect of which is to restrain or prohibit the transactions contemplated by this Article II; and
(iv) the Closing of the Offering shall have occurred contemporaneously with the First Closing.
Conditions To Obligations Of Stockholder. 33 Section 9.1
Conditions To Obligations Of Stockholder. The obligations of Stockholder hereunder to effect the Transaction on the Closing Date 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 Stockholder in its sole discretion:
