Conditions to Obligations of the Investors. The obligation of each Investor to consummate the First Closing (or the Second Closing) is subject to the satisfaction or waiver by such Investor, of the following conditions:
(a) the representations and warranties of the Company (other than the Fundamental Company Representations) that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the date hereof and such Closing (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date);
(b) the representations and warranties of the Company (other than the Fundamental Company Representations) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects on and as of the date hereof and such Closing (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date);
(c) the Fundamental Company Representations shall be true and correct in all respects on and as of the date hereof and such Closing except for de minimis inaccuracies (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date);
(d) the Company shall have performed or complied in all material respects with all obligations, covenants, agreements and conditions in this Agreement required to be performed or complied with by the Company on or prior to the such Closing;
(e) there shall have been no event, occurrence, development or state of circumstances or facts that constitutes a Material Adverse Effect;
(f) the Company shall have duly executed and delivered to each Investor each of the items set forth in Section 2.05(b) of this Agreement;
(g) all corporate and other proceedings required for transactions contemplated hereby on such Closing and all documents and instruments incidental to such transactions shall have been duly completed and satisfactory in substance and form to each Investor, and each Investor shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request;
(h) from the date hereof to such Closing, trading in the ADSs shall not have been suspended by the SEC or the Company’s principal Trading Market (nor shall such suspension have been threatened);
(i) the sale and issuance of the Subscription Securities s...
Conditions to Obligations of the Investors. The obligation of each Investor to purchase the Units at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived by such Investor:
Conditions to Obligations of the Investors. The obligations of each Investor to purchase Securities hereunder are subject to the fulfillment on or before the Initial Closing Date of each of the following conditions, the waiver of which shall not be effective against the Investor unless consented to in writing thereto:
Conditions to Obligations of the Investors. The obligations of each Investor to consummate the Transactions will be subject to the fulfillment (or written waiver by such Investor) at or before the Closing of each of the following additional conditions (each of which shall be determined and may be relied upon on an independent basis):
Conditions to Obligations of the Investors. The obligation of each Investor to purchase Shares at the Closing and each Additional Closing is subject to the fulfillment on or prior to the Closing of the following conditions, any of which may be waived by such Investor:
Conditions to Obligations of the Investors. The obligation of each Investor to pay the Company the Purchase Price (and cause the Escrow Agent to release to the Company the Purchase Price) in respect of the Securities to be issued under this Agreement to such Investor in accordance with Schedule 1 is subject to the fulfillment to the reasonable satisfaction of, or, to the extent permitted by law, waiver by, such Investor prior to the Signing Date, the Funding Date, or the Closing Date, as the case may be, each of the following conditions:
Conditions to Obligations of the Investors. The obligations of the Investors to effect the Equity Investment are further subject to the satisfaction or waiver on or prior to the Closing of the following conditions:
Conditions to Obligations of the Investors. The obligations of the Investors to execute and deliver the Governance Agreement and the Registration Rights Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:
(a) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct when made and as of the Closing (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date);
(b) The Company shall have performed, satisfied and complied in all material respects with all of their covenants and agreements set forth in this Agreement to be performed, satisfied and complied with prior to or at the Closing;
(c) The Company shall have delivered to the Investors an officer's certificate certifying as to the Company's compliance with the conditions set forth in clause (a) of Section 5.1 and clauses (a) and (b) of this Section 5.2;
(d) The Investors shall have received a reasonably acceptable opinion from Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, addressing the due auxxxxxxxtiox xxd enforceability of this Agreement with respect to the Company and the representations and warranties made by the Company in Section 2.6 of this Agreement;
(e) The Ciba Documents shall be in full force and effect;
(f) The agreements, each dated as of the date hereof, from the Company's employees set forth on Exhibit F to the Stock Purchase Agreement shall be in full force and effect as of the Closing; and
(g) Mr. John J. Lee's employment agreement attached hereto as Exhibit X xxx xxx xxxxx agreements contemplated thereby shall be in full force and effect as of the Closing;
Conditions to Obligations of the Investors. The obligations of the Investors under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions:
Conditions to Obligations of the Investors. The obligations of the ------------------------------------------ Investors to fulfill their obligations under this Agreement are subject to the satisfaction of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part by the Investors:
