Conditions to Purchasers. Obligations at the Closing. Each Purchaser’s obligation to complete the purchase and sale of the Securities is subject to the waiver by such Purchaser or fulfillment as of the Closing Date of the following conditions:
Conditions to Purchasers. Obligations at the Subsequent Closing. Purchasers' obligations to purchase the Shares at the Subsequent Closing are subject to the satisfaction, at or prior to the Subsequent Closing Date, of the following conditions:
Conditions to Purchasers. Obligations to Effect the Transactions Contemplated Hereby. The obligations of the Purchasers to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the applicable Closing Date of the following additional conditions:
(a) The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the applicable Closing Date, and the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (if not qualified by materiality) and true and correct (if so qualified) on and as of the date of this Agreement and at and as of the applicable Closing Date as if made at and as of the applicable Closing Date, except to the extent that any such representation or warranty expressly relates to another date (in which case, as of such date).
(b) The consent or approval of each third party whose consent or approval shall be required in connection with the transactions contemplated hereby shall have been obtained.
(c) The Company and the stockholders listed on the signature pages thereto shall have executed and delivered the Stockholders Agreement substantially in the form attached hereto as Exhibit A.
(d) Purchasers shall have received an opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel to the Company, substantially in the form attached hereto as Exhibit B.
(e) The Company and the stockholders listed on the signature pages thereto shall have executed and delivered the Registration Rights Agreement substantially in the form attached hereto as Exhibit C.
(f) Since the date of this Agreement, there shall not have been any change or events which have resulted or would in reasonable probability result in a Material Adverse Effect.
(g) The Company, GECC and JOL shall have executed and delivered the Indebtedness Amendment substantially in the form attached hereto as Exhibit D.
(h) The Company shall have filed the Certificate of Designation substantially in the form attached hereto as Exhibit E with the Delaware Secretary of State.
(i) Purchasers shall have completed their business, legal and financial due diligence review and the results of such review shall be satisfactory to Purchasers in their sole judgment.
Conditions to Purchasers. Obligations to Effect the Transactions Contemplated Hereby. The obligations of the Purchasers to effect the transactions
Conditions to Purchasers. OBLIGATIONS The respective obligations of the Purchasers hereunder are subject to the following conditions:
(A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Registration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened.
(B) At the Closing Date, there shall be in full force and effect an order or orders, satisfactory to counsel for the Purchasers, of the California Public Utility Commission and of such other regulatory authorities, if any, as may have jurisdiction over the issue and sale of the New Debentures by the Company to the Purchasers, authorizing such issue and sale as herein and in the Registration Statement provided, and none of such orders shall contain any conditions inconsistent with the provisions of this Agreement or of the Registration Statement.
(C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Xxxxxxx X. Xxxxxx, Esq., Vice President-General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto.
(D) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Xxxxxx & XxXxxx, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto.
(E) The Purchasers or the Representative shall have received on the Closing Date a letter from Xxxxxx Xxxxxxxx LLP, independent public accountants -3- for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto.
Conditions to Purchasers. Obligations at the First Closing. The Purchasers' obligations to purchase the Tranche I Notes and First Issuance Warrants at the First Closing are subject to the satisfaction (or waiver by Purchaser Representative), at or prior to the First Closing, of the following conditions:
Conditions to Purchasers. AND PLACEMENT AGENT'S OBLIGATIONS TO CLOSE The obligations of the Placement Agent to close, and of each Purchaser to purchase the Shares at the Closing, is subject to the fulfillment of the following conditions, any of which may be waived by a Purchaser:
Conditions to Purchasers. Obligations at the Initial ---------------------------------------------------- Closing. The obligations of Purchasers under Section 2.1 of this Agreement are ------- subject to the fulfillment on or before the Initial Closing of each of the following conditions, any of which may be waived by Purchasers in writing:
Conditions to Purchasers. Obligations at the First Closing. Purchasers' obligations to purchase the Shares at the First Closing are subject to the satisfaction, at or prior to the First Closing Date, of the following conditions:
(a) Representations and Warranties True;
Conditions to Purchasers. OBLIGATION TO CLOSE .............................. 22 5.1 Conditions to Purchasers' Obligation ............................. 22 ARTICLE 6 CONDITIONS TO SELLER'S OBLIGATION TO CLOSE ................................. 24 6.1 Conditions to the Seller's Obligations ........................... 24 ARTICLE 7
