Conditions to Obligations of the Purchaser and the Company. The obligations of the Purchaser to purchase and pay for the Purchased Securities and of the Company to sell the Purchased Securities are subject to the satisfaction at or prior to the Closing of the following conditions precedent: the representations and warranties of the Purchaser contained in Section 4 hereof and of the Company 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 Purchaser and the Company. (a) The respective obligations of the Purchaser and the Company to consummate the Initial Purchase and the Second Purchase shall be subject to the satisfaction or waiver at or prior to the Initial Closing (in the case of the Initial Purchase) or the Second Closing (in the case of the Second Purchase) of each of the following conditions:
(i) No statute, rule or regulation or order of any court or administrative agency shall be in effect which prohibits the consummation of the transactions to be consummated at such Closing;
(ii) 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; and
(iii) The Consents set forth on Exhibit 5.1(a)(iii) shall have been obtained or made by the Company.
(b) The respective obligations of the Purchaser and the Company to consummate the Second Purchase shall be subject to the satisfaction or waiver at or prior to the Second Closing of the following conditions:
(i) The issuance and sale of the Preferred Stock and the Warrants to the Purchaser, the amendment to the certificate of incorporation of the Company referenced in Section 4.5 and the election to the Board of Directors of the Purchaser Designees shall have been approved and adopted by the requisite vote of the stockholders of the Company in accordance with applicable Law, the applicable rules of the NYSE, unless the NYSE shall have waived such requirement, and the Company's certificate of incorporation and by-laws; and
(ii) The Consents set forth on Exhibit 5.1(b)(ii) shall have been obtained or made by the Company.
Conditions to Obligations of the Purchaser and the Company. The obligations of the Purchaser to purchase the Note and of the Company to issue and sell the Note are subject to the satisfaction at or prior to the Closing of the following conditions precedent and no other conditions whatsoever:
(a) the representations and warranties of the Purchaser contained in Section 3 hereof and of the Company contained in Section 4 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;
(b) each Party shall have delivered the items set forth in Section 2(c) of this Agreement; and
(c) the Purchaser shall have approved the Technology and the Acquisition in writing.
Conditions to Obligations of the Purchaser and the Company. The obligations of the Purchaser and the Company to consummate the Closing are subject to the satisfaction of the following conditions:
(i) Except as set forth on Schedule VI, all regulatory approvals have been received and any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, relating to the transactions contemplated hereby shall have expired or been terminated.
(ii) No provision of any applicable law or regulations and no judgment, injunction, order or decree shall prohibit the consummation of the Closing.
Conditions to Obligations of the Purchaser and the Company. The obligations of the Purchaser and the Company to consummate each Closing are subject to the satisfaction of the following conditions precedent:
(a) No provision of any applicable federal, state or local law enacted after the date hereof shall prohibit the consummation of such Closing.
(b) No proceeding instituted by a Governmental Entity challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay such Closing, shall be pending before any court, governmental body, agency or official.
(c) All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any Governmental Entity or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect.
(d) The offering and sale of the Company’s Convertible Senior Notes due between 2011 and 2015 with minimum proceeds to the Company of $100,000,000 shall have closed on or before July 15, 2008.
Conditions to Obligations of the Purchaser and the Company. There shall not be a material adverse effect on the condition (financial or otherwise), results of operations, assets, properties, business or prospects of the Company that is continuing.
