CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER. 4.1 The Subscriber’s obligation to purchase the Securities at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law:
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER. The obligations of the Subscriber to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions:
(i) All representations and warranties of the Company in Section 3 of this Agreement must be true and correct in all material respects on the Closing Date; and
(ii) Compliance by the Company with the Rights Offering Procedures governing the Rights Offerings.
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER. The obligation of Subscriber to effect the Subscription and the other transactions contemplated by this Agreement and the other Transaction Documents are further subject to the fulfillment (or waiver by the Subscriber) at or prior to the Closing of the following conditions:
(a) Each (i) Fundamental Representation of the Company and Parents contained in this Agreement shall be true and correct in all respects (except for de minimis inaccuracies) at and as of the Closing Date as though made at and as of the Closing Date, except for any Fundamental Representation that expressly relates to a specific date or time (which need only be true and correct in all respects (except for de minimis inaccuracies) as of such date or time) and (ii) other representation and warranty of the Company and Parents contained in Article 3 of this Agreement (without giving effect to any qualification as to materiality or other similar qualifications contained therein) shall be true and correct in all material respects at and as of the Closing Date as though made at and as of the Closing Date, except for any such representation and warranty that expressly relates to a specific date or time (which need only be true and correct in all material respects as of such date or time).
(b) The Company and Parents shall each have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by such party under this Agreement at or prior to the Closing.
(c) Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.
(d) Each Parent and the Company shall have delivered to the Subscriber a certificate, dated as of the Closing Date and signed by an executive officer of such Parent or the Company, as applicable, in each case, certifying to the effect that the conditions set forth in Section 9.03(a) and Section 9.03(b) have been satisfied with respect to such Parent or the Company, as applicable.
(e) The Company and each Parent shall have delivered (or shall have caused the other applicable Persons to deliver) to the Subscriber and the other parties hereto, as applicable, the items and deliveries required to be delivered by the Company or such Parent, as applicable, pursuant to Section 2.03.
(i) The Subscriber shall have received the final approval of its general partner with respect to the transactions contemplated by this Agreement (which approval may be granted or withheld in the sole dis...
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER. The obligations of the Subscriber to consummate the transactions contemplated by this Agreement are further subject to the satisfaction (or waiver by the Subscriber) at or prior to each Closing of the following conditions:
(a) The representations and warranties of the Company in Section 3.01 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of such Closing as if made at and as of such time (provided that representations and warranties which are as of a specific date shall speak only as of such date);
(b) The Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to such Closing pursuant to the terms of this Agreement;
(c) The Subscriber shall have received from the Company an officers' certificate certifying that the conditions set forth in Sections 4.03(a) and (b) above have been satisfied; and
(d) The Subscriber shall have received a side letter duly executed by Kyle Kirkland and Dana Messina, as the owners of all of the Xxxxx X Xxxxes of xxx Xxxxxxx, substantially in the form of Exhibit A.
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER. The obligations of the Subscriber to consummate the transactions contemplated by this Agreement are further subject to the satisfaction (or waiver by the Subscriber) at or prior to each Closing of the following conditions:
(a) The representations and warranties of the Company in Section 3.01 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of such Closing as if made at and as of such time (provided that representations and warranties which are as of a specific date shall speak only as of such date);
(b) The Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to such Closing pursuant to the terms of this Agreement;
(c) Prior to the Closing, the Company shall pay off and remove any and all liabilities except for the liabilities in the amount of up to One Hundred Fifty Thousand Dollars ($150,000) (the “Maximum Liability Amount”); however, notwithstanding the foregoing, the Subscriber shall be entitled to rely on the representations of Xxxxx Xxxx and Paragon Toner, Inc. contained in the Inducement Agreement and may complete the purchase of the subscribed shares without verifying the liabilities of Company then existing at the execution of this Agreement or at the time of Closing, in which case, the Subscriber’s failure to satisfy of itself of the condition under this subpart (c) of Section 4.03 shall not constitute or be interpreted as waiver of its rights and claims against Xxxxx Xxxx and Paragon Toner, Inc. under the Inducement Agreement or its right to exercise the power of sale over the security interest under the Stock Pledge Agreements described in parts (f) and (g) of this Section 4.03;
(d) The Company, pursuant to its bylaws, shall cause three or more of new directors (the “New Directors”) as recommended by the Subscriber to be elected and appointed to serve as the members of the board of directors and, subsequently, all of the members of the board of directors (the “Existing Directors”) other than the New Directors to resign or be removed from their respective offices on the Closing;
(e) The Subscriber shall have received an Inducement Agreement (the “Inducement Agreement”), substantially in the form of Exhibit A;
(f) The Subscriber shall have received the individual Pledge Agreements, executed by the Obligated Shareholders, substantially in the form of Exhibit C;
(g) The Subscriber shall have received, pursuant...
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER. The Subscriber’s obligation to purchase Units at the Closing is subject to the fulfillment on or prior to the Closing of the following conditions, which conditions may be waived at the option of the Subscriber to the extent permitted by law:
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER. (a) No United States or non-United States federal, national, supranational, state, provincial, local or similar government, governmental, regulatory, or administrative authority, self-regulatory body, branch, agency or commission or any court, tribunal, or arbitral or judicial body (including any grand jury) (each, a “Governmental Authority”) shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, injunction, order or decree (in each case, whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement.
(b) The representations and warranties contained in Article V hereof shall be true and correct in all respects on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date.
(c) The Company shall have performed and complied with in all material respects each of, and not be in breach or default in any material respect under any of, the agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.
(d) There having been since the date of this Agreement (i) no material adverse changes in the business, operations, properties, financial position (including without limitation any material increase in provisions), prospects or condition of the Company, and (ii) no material adverse change in any relevant laws, regulation or policies in any of the jurisdictions in which the Company does business (whether coming into effect prior to, on or after the Closing Date) that materially and adversely effects or may materially and adversely affect the Company.
(e) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Subscription Shares shall have been completed.
(f) No stop order or suspension of trading shall have been imposed by NASDAQ, the Securities and Exchange Commission of the United States (the “SEC”) or any other Governmental Authority with respect to the public trading of the Ordinary Shares.
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER. The obligations of the Subscriber to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver by the Subscriber at or prior to the Closing, of each of the following conditions:
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER. The obligations of the Subscriber to consummate the transactions contemplated by this Subscription Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions:
(i) All representations and warranties of Dxxx and New Dxxx in Section 2 of this Subscription Agreement must be true and correct in all respects on the Closing Date; and
(ii) No Company Material Adverse Effect (as defined in the Investment Agreement) shall have occurred between the date hereof and the Closing.
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER. The obligations of the Subscriber set forth herein to purchase the Unit also shall be subject to the satisfaction (or waiver by the Subscriber) of each of the following conditions on and as of the Closing:
(1) The representations and warranties of the Company and CF set forth in this Subscription Agreement shall be true and correct in all material respects as of the date when made and as of the Closing as though made at that time (except for any such representations and warranties that speak as of a specific date).
(2) The Company and CF shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required thereby to be performed, satisfied and complied with by them at or prior to the Closing, including delivery of the executed certificates for the Shares and the Warrants.
