Conditions to Obligations of the Investors and the Company. The respective obligations of each of the Investors and the Company to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:
Conditions to Obligations of the Investors and the Company. The obligations of the Investors to purchase and pay for the Securities are subject to the condition that the representations and warranties of the Company contained in Section 5 shall be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing, and the obligation of the Company to sell the Securities is subject to the condition that the representations and warranties of the Investors contained in Section 6 shall be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing. The obligations of the Investors to purchase and pay for the Securities and of the Company to sell the Securities are subject to the satisfaction at or prior to the Closing of the following further conditions precedent:
(a) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered or promulgated by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.
(b) There shall not have been a Material Adverse Effect. For purposes of this Agreement, a “Material Adverse Effect” means any event, change, violation, inaccuracy, circumstance or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on, or result in a material adverse change in, as the case may be, the business, operations, properties, condition (financial or otherwise), assets, liabilities or results of operations of the Company, except for any such events, changes, violations, inaccuracies, circumstances or effects resulting from (i) any changes in general economic, regulatory or political conditions, (ii) any changes or events generally affecting the industry in which the Company operates, (iii) any adverse change or effect that is caused by the announcement of the transactions contemplated by this Agreement, or (iv) any violations or other matters arising from changes in law or GAAP; unless in any such instance such change or effect described in (i), (ii) or (iv) impacts the Company in a materially disproportionate manner relative to a preponderance of the other similar entities impacted by such change.
Conditions to Obligations of the Investors and the Company. The respective obligations of the Investors and the Company to execute and deliver the Governance Agreement and the Registration Rights Agreement are subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:
(a) No statute, rule or regulation or order of any court or administrative agency shall be in effect which prohibits the consummation of the transactions contemplated hereby;
(b) The transactions contemplated by the Stock Purchase Transaction Documents shall have been consummated simultaneously with the closing hereunder;
(c) The Company shall have received the Consent of the Majority Lenders under the Credit Agreement, which Consent shall be reasonably acceptable to the Investors and the Company;
(d) Any waiting period (and any extension thereof) under the HSR Act applicable to this Agreement and the transactions contemplated hereby shall have expired or been terminated;
(e) The German Federal Cartel Office shall have approved the transactions contemplated hereby; and
(f) The Company and/or the Investors shall have made any other material foreign governmental and regulatory filings, given all material notices and obtained any material approvals that the Company and the Investors reasonably agree are required in connection with the consummation of the transactions contemplated by the Stock Purchase Agreement, this Agreement, the Governance Agreement, the Registration Rights Agreement and the Ciba Documents.
Conditions to Obligations of the Investors and the Company. (a) The obligation of the Investors to deliver (or cause to be delivered) the applicable Repurchased Preferred Stock is subject to the satisfaction, at or prior to the Closing, of the following conditions precedent:
(i) the representations and warranties of the Company contained in Section 4 hereof shall be true and correct as of the Closing in all material respects with the same effect as though such representations and warranties had been made as of the Closing,
(ii) all covenants of the Company herein to be performed at or before the Closing shall have been performed in all material respects, and
(iii) no government, court, tribunal, arbitrator, administrative agency, commission or other governmental official, authority or instrumentality shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, order or other legal restraint (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Repurchase illegal or otherwise prohibiting or preventing consummation of the Repurchase.
(b) The obligations of the Company to deliver (or caused to be delivered) the Repurchase Consideration (it being understood, for the avoidance of doubt, that nothing in this Repurchase will affect the Company’s obligations under the Certificate of Designations) are subject to the following conditions precedent:
(i) the representations and warranties of the Investors contained in Section 5 hereof shall be true and correct as of the Closing in all material respects with the same effect as though such representations and warranties had been made as of the Closing,
(ii) all covenants of the Investors therein to be performed at or before the Closing shall have been performed in all material respects,
(iii) no government, court, tribunal, arbitrator, administrative agency, commission or other governmental official, authority or instrumentality shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, order or other legal restraint (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Repurchase illegal or otherwise prohibiting or preventing consummation of the Repurchase,
(iv) the Company shall have received the Repurchased Preferred Stock conforming to the requirements set forth in this Repurchase Agreement, and
(v) the Concurrent Offerings shall have closed...
Conditions to Obligations of the Investors and the Company. The obligations of each Investor to deliver the Exchanged 6.50% Notes of such Investor and of the Company to deliver the New Securities to such Investor are subject to the satisfaction or waiver at or prior to the Closing of the conditions precedent that (a) the representations and warranties of the Company and such Investor contained in Sections 4 and 5 , respectively, shall be true and correct as of the Closing Date in all material respects with the same effect as though such representations and warranties had been made as of the Closing Date and (b) the Shares and the Warrant Shares shall be approved for listing on The Nasdaq Stock Market, subject to official notice of issuance.
Conditions to Obligations of the Investors and the Company. The obligations of each Investor to deliver the Exchanged Old Notes of such Investor and of the Company to deliver the Exchanged New Notes to each Investor are subject to the satisfaction or waiver at or prior to the Closing of the conditions precedent that (a) the representations and warranties of the Company and such Investor contained in Sections 4 and 5 , respectively, shall be true and correct as of the Closing in all material respects with the same effect as though such representations and warranties had been made as of the Closing, (b) the Company shall have obtained any required consents, waivers and/or approvals under its existing agreements with its securityholders with respect to the issuance of the Exchanged New Notes in exchange for the Exchanged Old Notes (and accrued and unpaid interest thereon) and the consummation of the transactions related thereto, and (c) the Conversion Shares shall be approved for listing on The NASDAQ Stock Market (“NASDAQ”), subject to official notice of issuance.
Conditions to Obligations of the Investors and the Company. The respective obligations of the Investors and the Company to consummate the Second Purchase shall be subject to the satisfaction or waiver at or prior to the Second Closing of each of the following conditions:
(a) no statute, rule or regulation or order of any Governmental Entity court or administrative agency shall be in effect that prohibits the consummation of the transactions to be consummated at the Second Closing;
(b) any waiting period (and any extension thereof) under the HSR Act applicable to the transactions to be consummated at the Second Closing shall have expired or been terminated; and
(c) the issuance of the Preferred Stock to the Investors in connection with the Second Purchase shall have been approved and adopted by the requisite vote of the stockholders of the Company in accordance with applicable NASDAQ rules and the Company's certificate of incorporation and by-laws.
Conditions to Obligations of the Investors and the Company. The obligations of each Investor to purchase and pay for the Securities specified in Appendix A and of the Company to sell the Securities are subject to the satisfaction at or prior to the Closing of the following conditions precedent: the representations and warranties of the Company contained in Section 5 hereof and of such Investor contained in Section 6 hereof shall be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing.
Conditions to Obligations of the Investors and the Company. The obligations of the Company and the Investors to effect the transactions described in Section 4 of this Agreement are subject to the satisfaction of the following conditions, unless waived in writing by the Investors and the Company.
(a) The Registration Statement shall have become effective not later than the date the Prospectus is mailed to the stockholders of the Company and at the Closing no stop order suspending the effectiveness of the Registration Statement shall have been issued or proceedings therefor initiated or threatened by the Securities and Exchange Commission.
(b) Holders of shares of Common Stock and Preferred Stock representing at least two-thirds of the voting power entitled to vote at the Annual Meeting shall have voted to approve the transactions set forth in this Agreement and the Amendment.
(c) The Rights Offering shall have expired in accordance with its terms.
(d) All necessary Consents shall have been obtained. The holders of all outstanding convertible notes issued by the Company between November 15, 1995 and May 8, 1997 shall have agreed to extend the maturity date of such notes to the same maturity date as the New Notes. By executing this Agreement, each Investor who holds such notes agrees to such extension.
(e) The representations, warranties and covenants of the Company contained in this Agreement shall be true and correct in all material respects on the Closing.
Conditions to Obligations of the Investors and the Company. The respective obligations of the Investors and the Company to consummate the transactions contemplated hereby are subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:
(a) No statute, rule or regulation or order of any court or administrative agency shall be in effect which prohibits the consummation of the transactions contemplated hereby; and
(b) Any waiting period (and any extension thereof) under the HSR Act applicable to this Agreement and the transactions contemplated hereby shall have expired or been terminated.
