Conditions to Obligations of the Lender. The obligations of the Lender to consummate the transactions contemplated by this Agreement at the Closing are subject to the satisfaction on or prior to the Closing of the conditions set forth below, unless waived in writing by the Lender.
Conditions to Obligations of the Lender. The Lender’s obligations hereunder are subject to the fulfillment, on or prior to the Closing, of all of the following conditions, any of which may be waived in whole or in part by the Lender:
Conditions to Obligations of the Lender. The obligation of the Lender to advance any funds on any Closing Date or on the date of any scheduled subsequent disbursement of funds shall be subject to the satisfaction on or before such Closing Date of the conditions hereinafter set forth:
Conditions to Obligations of the Lender. The obligation of the Lender to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each and every one of the following conditions on or prior to the Closing Date, any or all which may be waived in whole or in part by the Lender:
(a) The representations and warranties of the Company contained in this Agreement will be true and correct in all material respects as of the Closing Date.
(b) The Company will have performed and complied, in all material respects, with all agreements and conditions required by this Agreement to be performed and complied with by them prior to or on the Closing Date.
(c) The Company will have delivered to the Lender, stock certificates, in the name of the Lender or its designee, evidencing the Shares.
Conditions to Obligations of the Lender. The obligations of the Lender to consummate the transactions contemplated hereby, shall be subject to the satisfaction of each of the following conditions:
9.1. The representations and warranties of the Company contained in this Agreement shall have been true and correct in all material respects as of the Effective Date.
9.2. The Company shall have delivered to the Lender an opinion of Xxxxxxxx, Klagsbald & Co., counsel to the Company, in the form attached hereto as Schedule B.
9.3. The Company shall have delivered to the Lender minutes of resolutions of the Board in substantially the form attached hereto as Schedule C.
9.4. The Company shall have delivered to the Lender a certificate duly executed by an executive officer of the Company in the form attached hereto as Schedule D, dated as of the date hereof.
9.5. Any and all preemptive rights or other participation rights with respect to the transactions contemplated hereby shall have been validly waived or satisfied.
Conditions to Obligations of the Lender. The Lender’s obligation to consummate the Exchange is subject to the fulfillment of the following conditions at the Closing:
(a) The Company shall have executed and delivered this Agreement;
(b) The representations and warranties made by the Company in Article 3 hereof shall be true and correct as of date of the Closing and all covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date hereof shall have been performed or complied with in all material respects; and
(c) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Exchange and the consummation of the other transactions contemplated by this Agreement. Notwithstanding the foregoing, for the avoidance of doubt, the effectiveness of this Agreement (and the Exchange) is contingent upon the consummation of the transactions contemplated by the Purchase Agreement (the "Financing Closing"), and in the event that the Financing Closing does not occur, or the Purchase Agreement is terminated, this Agreement shall be void ab initio.
Conditions to Obligations of the Lender. 1. Borrower shall open a general deposit account with Lender.
2. Borrower shall provide any relevant documents and materials that Lender may request and has completed all the relevant procedures.
3. If the loan contemplated by this contract is foreign currency one, the Borrower has completed all related approval, registration and other legal procedures as required by regulations.
4. If the Loan Amount is secured by collateral, Borrower shall have perfected and/or applied for and obtained insurance or performed other such legal procedures as requested by Lender and shall maintain the effectiveness of such security and insurance. If the loan under this contract is under guarantee, the guarantee contract shall be signed and effective.
Conditions to Obligations of the Lender. 4.1 The Lender’s obligation to consummate the Exchange is subject to the fulfillment of the following conditions at the Closing:
4.1.1 The representations and warranties made by the Company in Article 3 hereof shall be true and correct as of date of the Closing. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date hereof shall have been performed or complied with in all material respects.
4.1.2 There shall not be in effect any law, rule or regulation or any legal or other order prohibiting, enjoining or restraining the Exchange or other transactions contemplated by this Agreement.
4.1.3 The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Exchange and the consummation of the other transactions contemplated by this Agreement.
4.1.4 A copy of the Certificate of Designation for the Preferred Stock, as filed with, and certified as of a recent date by, the Secretary of State of the State of Delaware, shall have been delivered to the Lender.
4.1.5 The Company shall have delivered to the Lender such other documents, certificates or other information as the Lender or its counsel may reasonably request.
4.1.6 The Lender shall have obtained the consent from the Noteholders for the Exchange in accordance with article 94-3 of the Luxembourg Companies Act (the “Noteholder Consent”).
4.1.7 The Company shall have paid to the Lender the Transaction Costs in accordance with Section 6.6 of this Agreement.
4.1.8 The Parties shall have agreed on the total Indebtedness due and payable Lender in accordance with Section 1.1 of this Agreement.
Conditions to Obligations of the Lender. The obligation of the Lender to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each and every one of the following conditions on or prior to the Closing, any or all which may be waived in whole or in part by the Lender:
(a) The representations and warranties of the Borrowers contained in this Agreement will be true and correct in all material respects as of the Closing.
(b) The Borrowers will have performed and complied, in all material respects, with all agreements and conditions required by this Agreement to be performed and complied with by them prior to or on the Closing.
(c) Terremark will have delivered to the Lender, a stock certificate, in the name of the Lender or its designee, evidencing the Shares.
(d) The Borrowers will have executed and delivered the Second Amended and Restated Credit Agreement, the Renewal Note and .the other documents required by Section 2.3.
(e) The Borrower will have delivered an opinion of counsel to the effect that the Shares issued to the Lender all duly authorized, validly issued, fully paid and non-assessable.
(f) The Borrowers will have delivered to the Lender evidence, in form and substance satisfactory to the Lender and its counsel, that the Borrowers have received the amount of at least $15,000,000 from the issuance of Terremark's 10% Subordinated Debentures due 2006 (the "Subordinated Debentures").
(g) The Borrowers and The Bank of New York, on behalf of the holders of the Subordinated Debentures, will have executed and delivered to the Lender a Subordination Agreement substantially in the form of EXHIBIT A to this Agreement (the "SUBORDINATION AGREEMENT").
(h) The Borrowers will have delivered to the Lender evidence, in form and substance satisfactory to the Lender and its counsel, that all obligations of the Borrowers to Cupertino Electric, Inc. and Kinetics Systems, Inc. have been satisfied in full.
(i) The Lender will have received such other certifications and documents from the Borrowers as the Lender may reasonably request.
Conditions to Obligations of the Lender. (a) The Lender’s obligations to purchase the Closing Date Note on the Closing Date hereunder are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Lender:
