Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Preferred Shares to be purchased by it at the Closing and the payment of the Purchase Price is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that such conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in such Purchaser's sole discretion: (a) The Company and SJP shall have executed this Agreement and the Company shall have executed the Registration Rights Agreement, and each shall have delivered executed copies to Purchaser. (b) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Colorado and a copy thereof certified by the Secretary of State of the State of Colorado shall have been delivered to Purchaser. (c) The Company shall have delivered to Purchaser duly executed certificates (each in such denominations as Purchaser shall request) representing the Preferred Shares being so purchased by Purchaser in accordance with Section 1(b) above. (d) The Common Stock shall be authorized for quotation and listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board and trading in the Common Stock (or the AMEX, the NYSE, the NNM, the SmallCap generally or the Bulletin Board) shall not have been suspended by the SEC, the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable, and the Conversion Shares shall be listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable. (e) The representations and warranties of the Company and SJP shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date) and the Company and SJP shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company or SJP, as applicable at or prior to the Closing Date. Such Purchaser shall have received certificates, executed by the Chief Executive Officer of the Company and of SJP, dated as of the Closing Date to the foregoing effect and as to such other matters as Purchaser may reasonably request. (f) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (g) Purchaser shall have received an opinions of the Company's dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit C attached hereto. Purchaser shall be entitled to receive, and rely upon, an opinion of SJP's counsel, dated as of the closing of the Transaction, in form, scope and substance reasonably satisfactory to the Purchaser in connection with the consummation of the Transaction. (h) The Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit D. (i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or SJP and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company or SJP. (j) The Board of Directors of the Company and the Board of Directors of SJP shall have adopted resolutions consistent with Section 3(b) (ii) and Section 4(b)(ii) above, respectively, and in a form reasonably acceptable to such Purchaser. (k) The Company and SJP shall have delivered to Purchaser certificates evidencing the incorporation and good standing of the Company and each of its subsidiaries and of SJP and each of its subsidiaries in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date. (l) The Company and SJP shall have delivered to Purchaser certified copies of their respective Articles of Incorporation as certified by the Secretary of State of their respective states of incorporation within ten days of the Closing Date. (m) The Company and SJP shall have delivered to Purchaser secretary's certificates, dated as of the Closing Date, as to (i) the resolutions described in Section 7(j), (ii) their respective Certificates of Incorporation and (iii) their respective Bylaws, each as in effect at the Closing. (n) SJP shall have obtained and delivered to Purchaser written evidence of the consent of each member of SJP to the Transaction, and the Transaction shall have been consummated in accordance with the Share Exchange Agreement. The Purchaser and its counsel shall have the right to review and approve, in their sole and absolute discretion, all documentation and matters related thereto. SJP and the Company shall have delivered to the Purchaser copies of an executed Bill of Sale and an execuxxx Assumption Agreement, or similar documents evidencing the consummation of the Transaction. (o) All of the "CONDITIONS TO PURCHASER'S OBLIGATION TO PURCHASE" set forth in Section 8 that certain Securities Purchase Agreement, dated as of June 17, 1998, among the Purchaser and Kapher Trust shall have been satisfied. (p) The Company shall have cancelled or retired to treasury at least 400,000 shares of Common Stock as set forth on Schedule 3(d) hereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Boulder Capital Opportunities Iii Inc)
Conditions to Purchaser’s Obligation to Purchase. a) The obligation of the Purchaser hereunder to purchase the Preferred Shares to be purchased by it Securities at the Closing and the payment of the Purchase Price is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that such these conditions are for the Purchaser's ’s sole benefit and may be waived by the Purchaser at any time in such Purchaser's its sole discretiondiscretion by providing the Sellers or the Company (as applicable) with written notice thereof:
(ai) The Company and SJP shall have executed this Agreement Sellers and the Company shall have duly executed and delivered to the Registration Rights Agreement, Purchaser each of the Transaction Documents to which it is a party and each the Sellers shall have duly executed and delivered executed copies to Purchaserthe Purchaser the aggregate number of Securities set forth on the Schedule of Purchasers, being purchased by the Purchaser at the Closing pursuant to this Agreement.
(b) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Colorado and a copy thereof certified by the Secretary of State of the State of Colorado shall have been delivered to Purchaser.
(cii) The Company shall have delivered to the Purchaser duly executed certificates (each a certificate evidencing the formation and good standing of the Company in such denominations entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as Purchaser shall requestof a date within fifteen (15) representing days of the Preferred Shares being so purchased by Purchaser in accordance with Section 1(b) aboveClosing Date.
(diii) The Common Stock Company shall be authorized for quotation have delivered to such Purchaser a copy of its Articles of Incorporation (including any Certificate of Designations).
iv) The Company shall have delivered to the Purchaser a certificate, in form and listed on the AMEXsubstance reasonably acceptable to such Purchaser, the NYSE, the NNM, the SmallCap or the Bulletin Board and trading in the Common Stock (or the AMEX, the NYSE, the NNM, the SmallCap generally or the Bulletin Board) shall not have been suspended executed by the SEC, the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable, and the Conversion Shares shall be listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable.
(e) The representations and warranties Secretary of the Company and SJP dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in form and substance reasonably acceptable to such Purchaser, (ii) the Articles of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing.
v) Each and every representation and warranty of the Sellers and the Company shall be true and correct as of the date when made and true and correct in all material respects as of the Closing Date as though originally made at that time (except for representations and warranties that relate to speak as of a different specific date, which shall be true and correct as of such specific date, and except for representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and the Sellers and the Company and SJP shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Sellers and Company or SJP, as applicable at or prior to the Closing Date. Such Purchaser shall have received certificatesa certificate, duly executed by the Chief Executive Officer of the Company and of SJPCompany, dated as of the Closing Date Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser may in form and substance reasonably requestacceptable to such Purchaser.
(fvi) The Sellers shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities, if any.
vii) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action ruling or proceeding injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, of any of the transactions contemplated by the Transaction Documents.
viii) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect.
(g) Purchaser shall have received an opinions of the Company's dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit C attached hereto. Purchaser shall be entitled to receive, and rely upon, an opinion of SJP's counsel, dated as of the closing of the Transaction, in form, scope and substance reasonably satisfactory to the Purchaser in connection with the consummation of the Transaction.
(hix) The Company shall have delivered evidence reasonably satisfactory to such Purchaser such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Purchaser that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit D.
(i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or SJP and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company or SJP.
(j) The Board of Directors of the Company and the Board of Directors of SJP shall have adopted resolutions consistent with Section 3(b) (ii) and Section 4(b)(ii) above, respectively, and in a form reasonably acceptable to such Purchaser.
(k) The Company and SJP shall have delivered to Purchaser certificates evidencing the incorporation and good standing of the Company and each of its subsidiaries and of SJP and each of its subsidiaries in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date.
(l) The Company and SJP shall have delivered to Purchaser certified copies of their respective Articles of Incorporation as certified by the Secretary of State of their respective states of incorporation within ten days of the Closing Date.
(m) The Company and SJP shall have delivered to Purchaser secretary's certificates, dated as of the Closing Date, as to (i) the resolutions described in Section 7(j), (ii) their respective Certificates of Incorporation and (iii) their respective Bylaws, each as in effect at the Closing.
(n) SJP shall have obtained and delivered to Purchaser written evidence of the consent of each member of SJP to the Transaction, and the Transaction shall have been consummated in accordance with the Share Exchange Agreement. The Purchaser and its counsel shall have the right to review and approve, in their sole and absolute discretion, all documentation and matters related thereto. SJP and the Company shall have delivered to the Purchaser copies of an executed Bill of Sale and an execuxxx Assumption Agreement, or similar documents evidencing the consummation of the Transactionmay reasonably request.
(o) All of the "CONDITIONS TO PURCHASER'S OBLIGATION TO PURCHASE" set forth in Section 8 that certain Securities Purchase Agreement, dated as of June 17, 1998, among the Purchaser and Kapher Trust shall have been satisfied.
(p) The Company shall have cancelled or retired to treasury at least 400,000 shares of Common Stock as set forth on Schedule 3(d) hereto.
Appears in 1 contract
Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Preferred Shares to be purchased by it at the Closing and the payment of the Purchase Price is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that such conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in such Purchaser's sole discretion:
(a) The Company and SJP shall have executed this Agreement and the Company shall have executed the Registration Rights Agreement, and each shall have delivered executed copies to Purchaser.
(b) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Colorado and a copy thereof certified by the Secretary of State of the State of Colorado shall have been delivered to Purchaser.
(c) The Company shall have delivered to Purchaser duly executed certificates (each in such denominations as Purchaser shall request) representing the Preferred Shares being so purchased by Purchaser in accordance with Section 1(b) above.
(d) The Common Stock shall be authorized for quotation and listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board and trading in the Common Stock (or the AMEX, the NYSE, the NNM, the SmallCap generally or the Bulletin Board) shall not have been suspended by the SEC, the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable, and the Conversion Shares shall be listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable.
(e) The representations and warranties of the Company and SJP shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date) and the Company and SJP shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company or SJP, as applicable at or prior to the Closing Date. Such Purchaser shall have received certificates, executed by the Chief Executive Officer of the Company and of SJP, dated as of the Closing Date to the foregoing effect and as to such other matters as Purchaser may reasonably request.
(f) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement.
(g) Purchaser shall have received an opinions of the Company's dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit EXHIBIT C attached hereto. Purchaser shall be entitled to receive, and rely upon, an opinion of SJP's counsel, dated as of the closing of the Transaction, in form, scope and substance reasonably satisfactory to the Purchaser in connection with the consummation of the Transaction.
(h) The Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit EXHIBIT D.
(i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or SJP and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company or SJP.
(j) The Board of Directors of the Company and the Board of Directors of SJP shall have adopted resolutions consistent with Section 3(b) (ii) and Section 4(b)(ii) above, respectively, and in a form reasonably acceptable to such Purchaser.
(k) The Company and SJP shall have delivered to Purchaser certificates evidencing the incorporation and good standing of the Company and each of its subsidiaries and of SJP and each of its subsidiaries in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date.
(l) The Company and SJP shall have delivered to Purchaser certified copies of their respective Articles of Incorporation as certified by the Secretary of State of their respective states of incorporation within ten days of the Closing Date.
(m) The Company and SJP shall have delivered to Purchaser secretary's certificates, dated as of the Closing Date, as to (i) the resolutions described in Section 7(j), (ii) their respective Certificates of Incorporation and (iii) their respective Bylaws, each as in effect at the Closing.
(n) SJP shall have obtained and delivered to Purchaser written evidence of the consent of each member of SJP to the Transaction, and the Transaction shall have been consummated in accordance with the Share Exchange Agreement. The Purchaser and its counsel shall have the right to review and approve, in their sole and absolute discretion, all documentation and matters related thereto. SJP and the Company shall have delivered to the Purchaser copies of an executed Bill Xxxx of Sale and an execuxxx executed Assumption Agreement, or similar documents evidencing the consummation of the Transaction.
(o) All of the "CONDITIONS TO PURCHASER'S OBLIGATION TO PURCHASE" set forth in Section 8 that certain Securities Purchase Agreement, dated as of June 17, 1998, among the Purchaser and Kapher Trust shall have been satisfied.
(p) The Company shall have cancelled or retired to treasury at least 400,000 shares of Common Stock as set forth on Schedule 3(d) hereto.
Appears in 1 contract
Conditions to Purchaser’s Obligation to Purchase. The Company understands that Purchaser's obligation of Purchaser hereunder to purchase the Preferred Shares to be purchased by it at the Closing and the payment of the Purchase Price is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that such conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in such Purchaser's sole discretionconditioned upon:
(a) The Company Delivery of the Shares and SJP shall have executed this Agreement and the Company shall have executed the Registration Rights Agreement, and each shall have delivered executed copies Warrants to counsel to Purchaser.;
(b) The Certificate A certified copy of Designation shall have been accepted for filing with an amendment to the Secretary Company's certificate of State of the State of Colorado and a copy thereof incorporation, certified by the Secretary of State of the State of Colorado shall have been delivered to Purchaser.New Jersey;
(c) Receipt of an opinion letter from counsel to the Company, or the Company's general counsel, as the case may be, in form reasonably satisfactory to Purchaser's counsel, to the effect that:
(i) The Company shall is duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation;
(ii) Except as set forth on Schedule 3.11, there is no action, proceeding or investigation pending, or to such counsel's knowledge, threatened against the Company which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Company;
(iii) The Company is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality;
(iv) There is no action, suit, proceeding or investigation initiated by the Company currently pending or which the Company currently intends to initiate;
(v) All issued and outstanding shares of Common Stock have delivered to Purchaser been duly executed certificates authorized and validly issued and are fully paid and nonassessable;
(each in vi) The Certificate of Amendment has been duly filed with the State of New Jersey and this Agreement, the Warrant Agreements, the issuance of the Shares and Warrants, and the issuance of the Conversion Shares and Warrant Shares, have been duly approved by all required corporate action and that all such denominations as Purchaser shall request) representing the Preferred Shares being so purchased by Purchaser Securities, upon delivery in accordance with Section 1(b) abovethis Agreement and the Warrant Agreements, shall be validly issued and outstanding, fully paid and nonassessable.
(dvii) The Common Stock shall be authorized for quotation execution, delivery and listed on performance of this Agreement and the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board and trading in the Common Stock (or the AMEX, the NYSE, the NNM, the SmallCap generally or the Bulletin Board) shall not have been suspended Warrant Agreements by the SEC, the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicableCompany, and the Conversion Shares shall be listed on consummation of the AMEXtransactions contemplated thereby, will not, with or without the NYSE, the NNM, the SmallCap giving of notice or the Bulletin Boardpassage of time or both:
(A) Violate the provisions of any law, rule or regulation applicable to the Company;
(B) Violate the provisions of the charter or bylaws of the Company;
(C) To the best of counsel's knowledge, violate any judgment, decree, order or award of any court, governmental body or arbitrator; or
(D) To the best of counsel's knowledge, conflict with, or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Company pursuant to, any note, bond, indenture, mortgage, lease, deed of trust or other instrument, obligation, or agreement to which the Company is a party or by which the Company, or any of its properties is or may be bound;
(viii) This Agreement and the Warrant Agreements constitute the valid and legally binding obligations of the Company and are enforceable against the Company in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and, with respect to this Agreement, to limitations of public policy as applicablethey may apply to the indemnification provisions set forth in Section 7.4 thereof.
(e) The representations and warranties of Purchaser's reasonable satisfaction that no material adverse change in the Company and SJP shall be true and correct as of Company's business or prospects has occurred since the date when made and as of the Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date) and the Company and SJP shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company or SJP, as applicable at or prior to the Closing Date. Such Purchaser shall have received certificates, executed by the Chief Executive Officer of the Company and of SJP, dated as of the Closing Date to the foregoing effect and as to such other matters as Purchaser may reasonably request.
(f) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement.
(g) Purchaser shall have received an opinions of the Company's dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit C attached hereto. Purchaser shall be entitled to receive, and rely upon, an opinion of SJP's counsel, dated as of the closing of the Transaction, in form, scope and substance reasonably satisfactory to the Purchaser in connection with the consummation of the Transaction.
(h) The Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit D.
(i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or SJP and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company or SJP.
(j) The Board of Directors of the Company and the Board of Directors of SJP shall have adopted resolutions consistent with Section 3(b) (ii) and Section 4(b)(ii) above, respectively, and in a form reasonably acceptable to such Purchaser.
(k) The Company and SJP shall have delivered to Purchaser certificates evidencing the incorporation and good standing of the Company and each of its subsidiaries and of SJP and each of its subsidiaries in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date.
(l) The Company and SJP shall have delivered to Purchaser certified copies of their respective Articles of Incorporation as certified by the Secretary of State of their respective states of incorporation within ten days of the Closing Date.
(m) The Company and SJP shall have delivered to Purchaser secretary's certificates, dated as of the Closing Date, as to (i) the resolutions described in Section 7(j), (ii) their respective Certificates of Incorporation and (iii) their respective Bylaws, each as in effect at the Closing.
(n) SJP shall have obtained and delivered to Purchaser written evidence of the consent of each member of SJP to the Transaction, and the Transaction shall have been consummated in accordance with the Share Exchange Agreement. The Purchaser and its counsel shall have the right to review and approve, in their sole and absolute discretion, all documentation and matters related thereto. SJP and the Company shall have delivered to the Purchaser copies of an executed Bill of Sale and an execuxxx Assumption Agreement, or similar documents evidencing the consummation of the Transaction.
(o) All of the "CONDITIONS TO PURCHASER'S OBLIGATION TO PURCHASE" set forth in Section 8 that certain Securities Purchase Agreement, dated as of June 17, 1998, among the Purchaser and Kapher Trust shall have been satisfied.
(p) The Company shall have cancelled or retired to treasury at least 400,000 shares of Common Stock as set forth on Schedule 3(d) hereto.last SEC Report; and
Appears in 1 contract
Samples: Series a Preferred Stock and Warrant Purchase Agreement (Kti Inc)
Conditions to Purchaser’s Obligation to Purchase. a) The obligation of the Purchaser hereunder to purchase the Preferred Shares to be purchased by it Securities at the Closing and the payment of the Purchase Price is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that such these conditions are for the Purchaser's ’s sole benefit and may be waived by the Purchaser at any time in such Purchaser's its sole discretiondiscretion by providing the Seller(s) or the Company (as applicable) with prior written notice thereof:
(ai) The Company Seller(s) and SJP shall have executed this Agreement and the Company shall have duly executed and delivered to such Purchaser each of the Registration Rights Agreement, Transaction Documents to which it is a party and each the Seller(s) shall have duly executed and delivered executed copies to such Purchaser the aggregate number of Securities set forth on the Purchase Schedule, being purchased by the Purchaser at the Closing pursuant to this Agreement.
ii) Such Purchaser shall have received the opinion of the Company’s Attorney, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to such Purchaser.
(b) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Colorado and a copy thereof certified by the Secretary of State of the State of Colorado shall have been delivered to Purchaser.
(ciii) The Company shall have delivered to such Purchaser duly executed certificates (each a certificate evidencing the formation and good standing of the Company in such denominations entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as Purchaser shall requestof a date within ten (10) representing business days of the Preferred Shares being so purchased by Purchaser in accordance with Section 1(b) aboveClosing Date.
(div) The Common Stock Company shall be authorized for quotation have delivered to such Purchaser a certificate evidencing the Company’s qualification as a foreign corporation and listed on good standing issued by the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board and trading in the Common Stock Secretary of State (or comparable office) of each jurisdiction in which the AMEXCompany conducts business and is required to so qualify, as of a date within ten (10) business days of the NYSE, the NNM, the SmallCap generally or the Bulletin BoardClosing Date.
v) The Company shall not have been suspended delivered to such Purchaser a certified copy of its Charter (including any certificate of designations) as certified by the SEC, Texas Secretary of State within ten (10) business days of the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable, and the Conversion Shares shall be listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicableClosing Date.
(evi) The representations Company shall have delivered to such Purchaser a certificate, in form and warranties substance reasonably acceptable to such Purchaser, executed by the Secretary of the Company and SJP dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in form and substance reasonably acceptable to such Purchaser, (ii) the Charter of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing.
vii) Each and every representation and warranty of the Seller(s) and the Company shall be true and correct as of the date when made and true and correct in all material respects as of the Closing Date as though originally made at that time (except for representations and warranties that relate to speak as of a different specific date, which shall be true and correct as of such specific date, and except for representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and the Seller(s) and the Company and SJP shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Seller(s) and Company or SJP, as applicable at or prior to the Closing Date. Such Purchaser shall have received certificatesa certificate, duly executed by the Chief Executive Officer of the Company and of SJPCompany, dated as of the Closing Date Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser may in form and substance reasonably requestacceptable to such Purchaser.
(fviii) The Seller(s) shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, if any.
ix) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action ruling or proceeding injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, of any of the transactions contemplated by the Transaction Documents.
x) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect.
(gxi) Purchaser shall have received an opinions of obtained cash proceeds from a financing transaction sufficient to pay the Company's dated as of the Closing Date, in form, scope and substance reasonably satisfactory Purchase Price to the Purchaser and in substantially the form of Exhibit C attached hereto. Purchaser shall be entitled to receive, and rely upon, an opinion of SJP's counsel, dated as of the closing of the Transaction, in form, scope and substance reasonably satisfactory to the Purchaser in connection with the consummation of the TransactionSeller(s).
(hxii) The Company shall have delivered evidence reasonably satisfactory to such Purchaser such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Purchaser that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit D.
(i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or SJP and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company or SJP.
(j) The Board of Directors of the Company and the Board of Directors of SJP shall have adopted resolutions consistent with Section 3(b) (ii) and Section 4(b)(ii) above, respectively, and in a form reasonably acceptable to such Purchaser.
(k) The Company and SJP shall have delivered to Purchaser certificates evidencing the incorporation and good standing of the Company and each of its subsidiaries and of SJP and each of its subsidiaries in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date.
(l) The Company and SJP shall have delivered to Purchaser certified copies of their respective Articles of Incorporation as certified by the Secretary of State of their respective states of incorporation within ten days of the Closing Date.
(m) The Company and SJP shall have delivered to Purchaser secretary's certificates, dated as of the Closing Date, as to (i) the resolutions described in Section 7(j), (ii) their respective Certificates of Incorporation and (iii) their respective Bylaws, each as in effect at the Closing.
(n) SJP shall have obtained and delivered to Purchaser written evidence of the consent of each member of SJP to the Transaction, and the Transaction shall have been consummated in accordance with the Share Exchange Agreement. The Purchaser and its counsel shall have the right to review and approve, in their sole and absolute discretion, all documentation and matters related thereto. SJP and the Company shall have delivered to the Purchaser copies of an executed Bill of Sale and an execuxxx Assumption Agreement, or similar documents evidencing the consummation of the Transactionmay reasonably request.
(o) All of the "CONDITIONS TO PURCHASER'S OBLIGATION TO PURCHASE" set forth in Section 8 that certain Securities Purchase Agreement, dated as of June 17, 1998, among the Purchaser and Kapher Trust shall have been satisfied.
(p) The Company shall have cancelled or retired to treasury at least 400,000 shares of Common Stock as set forth on Schedule 3(d) hereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)
Conditions to Purchaser’s Obligation to Purchase. The Company understands that Purchaser's obligation of Purchaser hereunder to purchase the Preferred Initial Shares to be purchased by it at on the Closing and Date is conditioned upon:
12.1 Acceptance by the payment Company of this Agreement for the sale of the Purchase Price is subject Initial Shares, as indicated by the Company's execution and delivery of this Agreement;
12.2 Delivery by the Company to the satisfaction, at or before the Closing Date, of each Escrow Agent of the following conditions, provided that such conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in such Purchaser's sole discretion:
(a) The Company and SJP shall have executed this Agreement and the Company shall have executed the Registration Rights Agreement, and each shall have delivered executed copies to Purchaser.
(b) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Colorado and a copy thereof certified by the Secretary of State of the State of Colorado shall have been delivered to Purchaser.
(c) The Company shall have delivered to Purchaser duly executed certificates (each in such denominations as Purchaser shall request) representing the Preferred Shares being so purchased by Purchaser in accordance with Section 1(b) above.this Agreement;
(d) 12.3 The Common Stock shall be authorized for quotation and listed accuracy in all material respects on the AMEX, Closing Date of the NYSE, the NNM, the SmallCap or the Bulletin Board and trading in the Common Stock (or the AMEX, the NYSE, the NNM, the SmallCap generally or the Bulletin Board) shall not have been suspended by the SEC, the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable, and the Conversion Shares shall be listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable.
(e) The representations and warranties of the Company and SJP shall be true and correct contained in this Agreement as of the date when if made and as of on the Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date) and the Company and SJP shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company on or SJP, as applicable at before the Closing Date of all covenants and agreements of the Company required to be performed on or prior to before the Closing Date. Such ; and
12.4 On the Closing Date, Purchaser shall have having received certificates, executed by an opinion of in-house general counsel for the Chief Executive Officer of the Company and of SJPCompany, dated as of the Closing Date Date, in form, scope and substance reasonably satisfactory to Purchaser, to the foregoing effect set forth hereto, the Registration Rights Agreement, the Warrant and as to such other matters as Purchaser may reasonably requestthe Additional Agreements.
(f) 12.5 No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action ruling or proceeding injunction shall have been be enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits or any self regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, adversely effects any of the transactions contemplated by this Agreementthe Transaction Documents, and no proceeding or investigation shall have been commenced or threatened which may have the effect of prohibiting or adversely effecting any of the transactions contemplated by the Transaction Documents.
(g) Purchaser shall have received an opinions of 12.6 From and after the Company's dated as of date hereof to and including the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit C attached hereto. Purchaser shall be entitled to receive, and rely upon, an opinion of SJP's counsel, dated as trading of the closing Common Stock shall not have been suspended by the SEC, or the ASE and trading in securities generally on the New York Stock Exchange or NASDAQ shall not have been suspended or limited, nor shall minimum prices have been established for securities traded on ASE, nor shall there be any outbreak or escalation of hostilities involving the Transaction, United States or any material adverse change in form, scope and substance reasonably satisfactory to the Purchaser any financial market that in connection with the consummation of the Transaction.
(h) The Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company's transfer agent has agreed to act in accordance with irrevocable instructions either case in the form attached hereto as Exhibit D.
(i) There shall have been no material adverse changes and no material adverse developments in reasonable judgment of Purchaser makes it impracticable or inadvisable to purchase the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or SJP and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company or SJP.
(j) The Board of Directors of the Company and the Board of Directors of SJP shall have adopted resolutions consistent with Section 3(b) (ii) and Section 4(b)(ii) above, respectively, and in a form reasonably acceptable to such Purchaser.
(k) The Company and SJP shall have delivered to Purchaser certificates evidencing the incorporation and good standing of the Company and each of its subsidiaries and of SJP and each of its subsidiaries in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date.
(l) The Company and SJP shall have delivered to Purchaser certified copies of their respective Articles of Incorporation as certified by the Secretary of State of their respective states of incorporation within ten days of the Closing Date.
(m) The Company and SJP shall have delivered to Purchaser secretary's certificates, dated as of the Closing DateInitial Shares, as to (i) the resolutions described in Section 7(j), (ii) their respective Certificates of Incorporation and (iii) their respective Bylaws, each as in effect at the Closingcase may be.
(n) SJP shall have obtained and delivered to Purchaser written evidence of the consent of each member of SJP to the Transaction, and the Transaction shall have been consummated in accordance with the Share Exchange Agreement. The Purchaser and its counsel shall have the right to review and approve, in their sole and absolute discretion, all documentation and matters related thereto. SJP and the Company shall have delivered to the Purchaser copies of an executed Bill of Sale and an execuxxx Assumption Agreement, or similar documents evidencing the consummation of the Transaction.
(o) All of the "CONDITIONS TO PURCHASER'S OBLIGATION TO PURCHASE" set forth in Section 8 that certain Securities Purchase Agreement, dated as of June 17, 1998, among the Purchaser and Kapher Trust shall have been satisfied.
(p) The Company shall have cancelled or retired to treasury at least 400,000 shares of Common Stock as set forth on Schedule 3(d) hereto.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Chequemate International Inc)
Conditions to Purchaser’s Obligation to Purchase. The Company understands that Purchaser's obligation of Purchaser hereunder to purchase the Preferred Initial Shares to be purchased by it at the Closing and the payment of Additional Shares on the Purchase Price is subject to the satisfaction, at or before the Initial Closing Date and each Additional Closing Date, of each of the following conditionsrespectively, provided that such conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in such Purchaser's sole discretionpursuant to this Agreement is conditioned upon:
(a) The Company and SJP shall have executed this Agreement and the Company shall have executed the Registration Rights Agreement, and accuracy in all material respects on each shall have delivered executed copies to Purchaser.
(b) The Certificate of Designation shall have been accepted for filing with the Secretary of State such date of the State of Colorado and a copy thereof certified by the Secretary of State of the State of Colorado shall have been delivered to Purchaser.
(c) The Company shall have delivered to Purchaser duly executed certificates (each in such denominations as Purchaser shall request) representing the Preferred Shares being so purchased by Purchaser in accordance with Section 1(b) above.
(d) The Common Stock shall be authorized for quotation and listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board and trading in the Common Stock (or the AMEX, the NYSE, the NNM, the SmallCap generally or the Bulletin Board) shall not have been suspended by the SEC, the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable, and the Conversion Shares shall be listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable.
(e) The representations and warranties of the Company and SJP shall be true and correct contained in this Agreement as of the if made on such date when made and as of the Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date) and the Company and SJP shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company on or SJP, as applicable at or prior to the Closing Date. Such Purchaser shall have received certificates, executed by the Chief Executive Officer before each such date of all covenants and agreements of the Company and required to be performed on or before such date;
(b) on or before each such date, Purchaser having received an opinion of SJPcounsel for the Company, dated as on each such date, in the form of the Closing Date to the foregoing effect and as to such other matters as Purchaser may reasonably request.Exhibit D hereto;
(fc) No litigationthere not being in effect any law, statuterule or regulation prohibiting or restricting the transactions contemplated hereby, rule, regulation, executive order, decree, ruling, injunction, action or proceeding requiring any consent or approval which shall not have been enactedobtained, entered, promulgated nor there being any pending or endorsed by any court threatened proceeding or governmental authority investigation which may have the effect of competent jurisdiction prohibiting or any self regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, adversely affecting any of the transactions contemplated by this Agreement.;
(d) from and after the date hereof to and including the Initial Closing Date and the Additional Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD;
(e) the Registration Statement relating to the Common Stock and related Warrants shall have been declared effective by the SEC and shall continue to be effective;
(f) the Company's Common Stock continues to be traded on the Over the Counter Bulletin Board;
(g) Purchaser shall have received an opinions of the Company's dated as compliance with all blue sky laws to enable the Shares to be issued and resold through a broker in the State of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit C attached hereto. Purchaser shall be entitled to receive, and rely upon, an opinion of SJP's counsel, dated as of the closing of the Transaction, in form, scope and substance reasonably satisfactory to the Purchaser in connection with the consummation of the Transaction.California;
(h) The Company the number of Shares to be purchased on the Closing Date shall have delivered evidence reasonably satisfactory to not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Purchaser that beneficially, would result in the Company's transfer agent has agreed to act Purchaser owning more than 4.99% of all of such Common Stock as would be outstanding on such Closing Date, as determined in accordance with irrevocable instructions Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 10.2(h), in the form attached hereto event that the amount of Common Stock outstanding as Exhibit D.determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Purchaser, when aggregating all purchases of Common Stock made pursuant to this Agreement would own more than 4.99% of the Common Stock following such Closing Date.; and
(i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken disputes arise as a whole, or SJP and its subsidiaries, taken as a whole, since result of periodic due diligence investigations conducted by the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company or SJP.
(j) The Board of Directors of the Company and the Board of Directors of SJP shall have adopted resolutions consistent with Section 3(b) (ii) and Section 4(b)(ii) above, respectively, and in a form reasonably acceptable to such Purchaser.
(k) The Company and SJP shall have delivered to Purchaser certificates evidencing the incorporation and good standing of the Company and each of its subsidiaries and of SJP and each of its subsidiaries in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date.
(l) The Company and SJP shall have delivered to Purchaser certified copies of their respective Articles of Incorporation as certified by the Secretary of State of their respective states of incorporation within ten days of the Closing Date.
(m) The Company and SJP shall have delivered to Purchaser secretary's certificates, dated as of the Closing Date, as to (i) the resolutions described in Section 7(j), (ii) their respective Certificates of Incorporation and (iii) their respective Bylaws, each as in effect at the Closing.
(n) SJP shall have obtained and delivered to Purchaser written evidence of the consent of each member of SJP to the Transaction, and the Transaction shall have been consummated in accordance with the Share Exchange Agreement. The Purchaser and its counsel shall have the right to review and approve, in their sole and absolute discretion, all documentation and matters related thereto. SJP and the Company shall have delivered to the Purchaser copies of an executed Bill of Sale and an execuxxx Assumption Agreement, or similar documents evidencing the consummation of the Transaction.
(o) All of the "CONDITIONS TO PURCHASER'S OBLIGATION TO PURCHASE" set forth in Section 8 that certain Securities Purchase Agreement, dated as of June 17, 1998, among the Purchaser and Kapher Trust shall have been satisfied.
(p) The Company shall have cancelled or retired to treasury at least 400,000 shares of Common Stock as set forth on Schedule 3(d) hereto.
Appears in 1 contract
Conditions to Purchaser’s Obligation to Purchase. The Company understands that Purchaser's obligation of Purchaser hereunder to purchase the Preferred Initial Shares to be purchased by it at on the Closing and the payment of the Purchase Price Date is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that such conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in such Purchaser's sole discretionconditioned upon:
(a) 12.1 The Company and SJP shall have executed this Agreement and the Company shall have executed the existing S-3 Registration Rights Agreement, and each shall have delivered executed copies to Purchaser.
(b) The Certificate of Designation Statement shall have been accepted declared effective by the SEC;
12.2 Acceptance by the Company of this Agreement for filing with the Secretary of State sale of the State of Colorado and a copy thereof certified Initial Shares, as indicated by the Secretary Company's execution and delivery of State this Agreement;
12.3 Delivery by the Company to the Escrow Agent of the State of Colorado shall have been delivered to Purchaser.
(c) The Company shall have delivered to Purchaser duly executed certificates (each in such denominations as Purchaser shall request) representing the Preferred Shares being so purchased by Purchaser Certificate in accordance with Section 1(b) above.this Agreement;
(d) 12.4 The Common Stock shall be authorized for quotation and listed accuracy in all material respects on the AMEX, Closing Date of the NYSE, the NNM, the SmallCap or the Bulletin Board and trading in the Common Stock (or the AMEX, the NYSE, the NNM, the SmallCap generally or the Bulletin Board) shall not have been suspended by the SEC, the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable, and the Conversion Shares shall be listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable.
(e) The representations and warranties of the Company and SJP shall be true and correct contained in this Agreement as of the date when if made and as of on the Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date) and the Company and SJP shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company on or SJP, as applicable at before the Closing Date of all covenants and agreements of the Company required to be performed on or prior to before the Closing Date. Such ; and
12.5 On the Closing Date, Purchaser shall have having received certificates, executed by an opinion of counsel for the Chief Executive Officer of the Company and of SJPCompany, dated as of the Closing Date Date, in form, scope and substance reasonably satisfactory to Purchaser, to the foregoing effect set forth hereto and as to such other matters as Purchaser may reasonably requestthe Registration Rights Agreement, if applicable.
(f) 12.6 No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action ruling or proceeding injunction shall have been be enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits or any self regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, adversely effects any of the transactions contemplated by this Agreementthe Transaction Documents, and no proceeding or investigation shall have been commenced or threatened which may have the effect of prohibiting or adversely effecting any of the transactions contemplated by the Transaction Documents.
(g) Purchaser shall have received an opinions of 12.7 From and after the Company's dated as of date hereof to and including the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit C attached hereto. Purchaser shall be entitled to receive, and rely upon, an opinion of SJP's counsel, dated as trading of the closing Common Stock shall not have been suspended by the SEC, or the AMEX and trading in securities generally on the New York Stock Exchange or NASDAQ shall not have been suspended or limited, nor shall minimum prices have been established for securities traded on NASDAQ, nor shall there be any outbreak or escalation of hostilities involving the Transaction, United States or any material adverse change in form, scope and substance reasonably satisfactory to the Purchaser any financial market that in connection with the consummation of the Transaction.
(h) The Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company's transfer agent has agreed to act in accordance with irrevocable instructions either case in the form attached hereto as Exhibit D.
(i) There shall have been no material adverse changes and no material adverse developments in reasonable judgment of Purchaser makes it impracticable or inadvisable to purchase the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or SJP and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company or SJP.
(j) The Board of Directors of the Company and the Board of Directors of SJP shall have adopted resolutions consistent with Section 3(b) (ii) and Section 4(b)(ii) above, respectively, and in a form reasonably acceptable to such Purchaser.
(k) The Company and SJP shall have delivered to Purchaser certificates evidencing the incorporation and good standing of the Company and each of its subsidiaries and of SJP and each of its subsidiaries in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date.
(l) The Company and SJP shall have delivered to Purchaser certified copies of their respective Articles of Incorporation as certified by the Secretary of State of their respective states of incorporation within ten days of the Closing Date.
(m) The Company and SJP shall have delivered to Purchaser secretary's certificates, dated as of the Closing DateInitial Shares, as to (i) the resolutions described in Section 7(j), (ii) their respective Certificates of Incorporation and (iii) their respective Bylaws, each as in effect at the Closingcase may be.
(n) SJP shall have obtained and delivered to Purchaser written evidence of the consent of each member of SJP to the Transaction, and the Transaction shall have been consummated in accordance with the Share Exchange Agreement. The Purchaser and its counsel shall have the right to review and approve, in their sole and absolute discretion, all documentation and matters related thereto. SJP and the Company shall have delivered to the Purchaser copies of an executed Bill of Sale and an execuxxx Assumption Agreement, or similar documents evidencing the consummation of the Transaction.
(o) All of the "CONDITIONS TO PURCHASER'S OBLIGATION TO PURCHASE" set forth in Section 8 that certain Securities Purchase Agreement, dated as of June 17, 1998, among the Purchaser and Kapher Trust shall have been satisfied.
(p) The Company shall have cancelled or retired to treasury at least 400,000 shares of Common Stock as set forth on Schedule 3(d) hereto.
Appears in 1 contract
Conditions to Purchaser’s Obligation to Purchase. a) The obligation of the Purchaser hereunder to purchase the Preferred Shares to be purchased by it Securities at the Closing and the payment of the Purchase Price is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that such these conditions are for the Purchaser's ’s sole benefit and may be waived by the Purchaser at any time in its sole discretion by providing the Seller(s) or the Corporation (as applicable) with prior written notice thereof:
i) The Seller(s) and Corporation shall have duly executed and delivered to such Purchaser each of the Transaction Documents to which it is a party and the Seller(s) shall have duly executed and delivered to such Purchaser the aggregate number of Securities set forth on the Purchase Schedule, being purchased by the Purchaser at the Closing pursuant to this Agreement.
ii) Such Purchaser shall have received the opinion of Corporation’s Attorney, the Corporation’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to such Purchaser's sole discretion:.
(aiii) The Company and SJP shall have executed this Agreement and the Company shall have executed the Registration Rights Agreement, and each Corporation shall have delivered executed copies to Purchaser.
(b) The Certificate of Designation shall have been accepted for filing with such Purchaser a certificate evidencing the Secretary of State formation and good standing of the State Corporation in such entity’s jurisdiction of Colorado and a copy thereof certified formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the State of Colorado shall have been delivered to PurchaserClosing Date.
(civ) The Company Corporation shall have delivered to such Purchaser duly a certificate evidencing the Corporation’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Corporation conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date.
v) The Corporation shall have delivered to such Purchaser a certified copy of its Articles of Incorporation (including any Certificate of Designations) as certified by the Texas Secretary of State within ten (10) days of the Closing Date.
vi) The Corporation shall have delivered to such Purchaser a certificate, in form and substance reasonably acceptable to such Purchaser, executed certificates by the Secretary of the Corporation and dated as of the Closing Date, as to (each in such denominations as Purchaser shall requesti) representing the Preferred Shares being so purchased by Purchaser in accordance resolutions consistent with Section 1(b3(b) aboveas adopted by the Corporation’s board of directors in form and substance reasonably acceptable to such Purchaser, (ii) the Articles of Incorporation of the Corporation and (iii) the Bylaws of the Corporation, each as in effect at the Closing.
(dvii) The Common Stock shall be authorized for quotation Each and listed on every representation and warranty of the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board and trading in the Common Stock (or the AMEX, the NYSE, the NNM, the SmallCap generally or the Bulletin BoardSeller(s) shall not have been suspended by the SEC, the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable, and the Conversion Shares shall be listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable.
(e) The representations and warranties of the Company and SJP Corporation shall be true and correct as of the date when made and true and correct in all material respects as of the Closing Date as though originally made at that time (except for representations and warranties that relate to speak as of a different specific date, which shall be true and correct as of such specific date, and except for representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and the Company Seller(s) and SJP the Corporation shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company or SJP, as applicable Seller(s) and Corporation at or prior to the Closing Date. Such Purchaser shall have received certificatesa certificate, duly executed by the Chief Executive Officer of the Company and of SJPCorporation, dated as of the Closing Date Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser may in form and substance reasonably requestacceptable to such Purchaser.
(fviii) The Corporation shall have delivered to such Purchaser a letter from the Corporation’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing.
ix) The Seller(s) shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, if any.
x) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action ruling or proceeding injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, of any of the transactions contemplated by the Transaction Documents.
xi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect.
xii) Such Purchaser shall have received a letter from the Seller(s), duly executed by the Seller(s), setting forth the wire amounts of each Purchaser and the wire transfer instructions of the Seller(s) (gthe “Flow of Funds Letter”).
xiii) Purchaser shall have received an opinions of obtained cash proceeds from a financing transaction sufficient to pay the Company's dated as of the Closing Date, in form, scope and substance reasonably satisfactory Purchase Price to the Purchaser and in substantially the form of Exhibit C attached hereto. Purchaser shall be entitled to receive, and rely upon, an opinion of SJP's counsel, dated as of the closing of the Transaction, in form, scope and substance reasonably satisfactory to the Purchaser in connection with the consummation of the TransactionSeller(s).
(hxiv) The Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit D.
(i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or SJP and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company or SJP.
(j) The Board of Directors of the Company and the Board of Directors of SJP shall have adopted resolutions consistent with Section 3(b) (ii) and Section 4(b)(ii) above, respectively, and in a form reasonably acceptable to such Purchaser.
(k) The Company and SJP Corporation shall have delivered to such Purchaser such other documents, instruments or certificates evidencing the incorporation and good standing of the Company and each of its subsidiaries and of SJP and each of its subsidiaries in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date.
(l) The Company and SJP shall have delivered to Purchaser certified copies of their respective Articles of Incorporation as certified by the Secretary of State of their respective states of incorporation within ten days of the Closing Date.
(m) The Company and SJP shall have delivered to Purchaser secretary's certificates, dated as of the Closing Date, as to (i) the resolutions described in Section 7(j), (ii) their respective Certificates of Incorporation and (iii) their respective Bylaws, each as in effect at the Closing.
(n) SJP shall have obtained and delivered to Purchaser written evidence of the consent of each member of SJP relating to the Transaction, and the Transaction shall have been consummated in accordance with the Share Exchange Agreement. The transactions contemplated by this Agreement as such Purchaser and or its counsel shall have the right to review and approve, in their sole and absolute discretion, all documentation and matters related thereto. SJP and the Company shall have delivered to the Purchaser copies of an executed Bill of Sale and an execuxxx Assumption Agreement, or similar documents evidencing the consummation of the Transactionmay reasonably request.
(o) All of the "CONDITIONS TO PURCHASER'S OBLIGATION TO PURCHASE" set forth in Section 8 that certain Securities Purchase Agreement, dated as of June 17, 1998, among the Purchaser and Kapher Trust shall have been satisfied.
(p) The Company shall have cancelled or retired to treasury at least 400,000 shares of Common Stock as set forth on Schedule 3(d) hereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)
Conditions to Purchaser’s Obligation to Purchase. a) The obligation of the Purchaser hereunder to purchase the Preferred Shares to be purchased by it Securities at the Closing and the payment of the Purchase Price is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that such these conditions are for the Purchaser's ’s sole benefit and may be waived by the Purchaser at any time in its sole discretion by providing the Seller(s) or the Corporation (as applicable) with prior written notice thereof:
i) The Seller(s) and Corporation shall have duly executed and delivered to such Purchaser each of the Transaction Documents to which it is a party and the Seller(s) shall have duly executed and delivered to such Purchaser the aggregate number of Securities set forth on the Purchase Schedule, being purchased by the Purchaser at the Closing pursuant to this Agreement.
ii) Such Purchaser shall have received the opinion of Corporation’s Attorney, the Corporation’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to such Purchaser's sole discretion:.
(aiii) The Company and SJP shall have executed this Agreement and the Company shall have executed the Registration Rights Agreement, and each Corporation shall have delivered executed copies to Purchaser.
(b) The Certificate of Designation shall have been accepted for filing with such Purchaser a certificate evidencing the Secretary of State formation and good standing of the State Corporation in such entity’s jurisdiction of Colorado and a copy thereof certified formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the State of Colorado shall have been delivered to PurchaserClosing Date.
(civ) The Company Corporation shall have delivered to such Purchaser duly a certificate evidencing the Corporation’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Corporation conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date.
v) The Corporation shall have delivered to such Purchaser a certified copy of its Articles of Incorporation (including any Certificate of Designations) as certified by the Texas Secretary of State within ten (10) days of the Closing Date.
vi) The Corporation shall have delivered to such Purchaser a certificate, in form and substance reasonably acceptable to such Purchaser, executed certificates by the Secretary of the Corporation and dated as of the Closing Date, as to (each in such denominations as Purchaser shall requesti) representing the Preferred Shares being so purchased by Purchaser in accordance resolutions consistent with Section 1(b3(b) aboveas adopted by the Corporation’s board of directors in form and substance reasonably acceptable to such Purchaser, (ii) the Articles of Incorporation of the Corporation and (iii) the Bylaws of the Corporation, each as in effect at the Closing.
(dvii) The Common Stock shall be authorized for quotation Each and listed on every representation and warranty of the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board and trading in the Common Stock (or the AMEX, the NYSE, the NNM, the SmallCap generally or the Bulletin BoardSeller(s) shall not have been suspended by the SEC, the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable, and the Conversion Shares shall be listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable.
(e) The representations and warranties of the Company and SJP Corporation shall be true and correct as of the date when made and true and correct in all material respects as of the Closing Date as though originally made at that time (except for representations and warranties that relate to speak as of a different specific date, which shall be true and correct as of such specific date, and except for representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and the Company Seller(s) and SJP the Corporation shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company or SJP, as applicable Seller(s) and Corporation at or prior to the Closing Date. Such Purchaser shall have received certificatesa certificate, duly executed by the Chief Executive Officer of the Company and of SJPCorporation, dated as of the Closing Date Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser may in form and substance reasonably requestacceptable to such Purchaser.
(fviii) The Corporation shall have delivered to such Purchaser a letter from the Corporation’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing.
ix) The Seller(s) shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, if any.
x) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action ruling or proceeding injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, of any of the transactions contemplated by the Transaction Documents.
xi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect.
xii) Such Purchaser shall have received a letter from the Seller(s), duly executed by the Seller(s), setting forth the wire amounts of each Purchaser and the wire transfer instructions of the Seller(s) (gthe “Flow of Funds Letter”).
xiii) Purchaser shall have received an opinions of obtained cash proceeds from a financing transaction sufficient to pay the Company's dated as of the Closing Date, in form, scope and substance reasonably satisfactory Purchase Price to the Purchaser and in substantially the form of Exhibit C attached hereto. Purchaser shall be entitled to receive, and rely upon, an opinion of SJP's counsel, dated as of the closing of the Transaction, in form, scope and substance reasonably satisfactory to the Purchaser in connection with the consummation of the TransactionSeller(s).
(hxiv) The Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit D.
(i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or SJP and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company or SJP.
(j) The Board of Directors of the Company and the Board of Directors of SJP shall have adopted resolutions consistent with Section 3(b) (ii) and Section 4(b)(ii) above, respectively, and in a form reasonably acceptable to such Purchaser.
(k) The Company and SJP Corporation shall have delivered to such Purchaser such other documents, instruments or certificates evidencing the incorporation and good standing of the Company and each of its subsidiaries and of SJP and each of its subsidiaries in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date.
(l) The Company and SJP shall have delivered to Purchaser certified copies of their respective Articles of Incorporation as certified by the Secretary of State of their respective states of incorporation within ten days of the Closing Date.
(m) The Company and SJP shall have delivered to Purchaser secretary's certificates, dated as of the Closing Date, as to (i) the resolutions described in Section 7(j), (ii) their respective Certificates of Incorporation and (iii) their respective Bylaws, each as in effect at the Closing.
(n) SJP shall have obtained and delivered to Purchaser written evidence of the consent of each member of SJP relating to the Transaction, and the Transaction shall have been consummated in accordance with the Share Exchange Agreement. The transactions contemplated by this Agreement as such Purchaser and or its counsel shall have the right to review and approve, in their sole and absolute discretion, all documentation and matters related thereto. SJP and the Company shall have delivered to the Purchaser copies of an executed Bill of Sale and an execuxxx Assumption Agreement, or similar documents evidencing the consummation of the Transactionmay reasonably request.
(o) All of the "CONDITIONS TO PURCHASER'S OBLIGATION TO PURCHASE" set forth in Section 8 that certain Securities Purchase Agreement, dated as of June 17, 1998, among the Purchaser and Kapher Trust shall have been satisfied.
(p) The Company shall have cancelled or retired to treasury at least 400,000 shares of Common Stock as set forth on Schedule 3(d) hereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)
Conditions to Purchaser’s Obligation to Purchase. a) The obligation of the Purchaser hereunder to purchase the Preferred Shares to be purchased by it Securities at the Closing and the payment of the Purchase Price is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that such these conditions are for the Purchaser's ’s sole benefit and may be waived by the Purchaser at any time in such Purchaser's its sole discretiondiscretion by providing the Seller(s) or the Company (as applicable) with prior written notice thereof:
(ai) The Company Seller(s) and SJP shall have executed this Agreement and the Company shall have duly executed and delivered to such Purchaser each of the Registration Rights Agreement, Transaction Documents to which it is a party and each the Seller(s) shall have duly executed and delivered executed copies to such Purchaser the aggregate number of Securities set forth on the Purchase Schedule, being purchased by the Purchaser at the Closing pursuant to this Agreement.
ii) Such Purchaser shall have received the opinion of [Company’s Attorney], the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to such Purchaser.
(b) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Colorado and a copy thereof certified by the Secretary of State of the State of Colorado shall have been delivered to Purchaser.
(ciii) The Company shall have delivered to such Purchaser duly executed certificates (each a certificate evidencing the formation and good standing of the Company in such denominations entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as Purchaser shall requestof a date within ten (10) representing business days of the Preferred Shares being so purchased by Purchaser in accordance with Section 1(b) aboveClosing Date.
(div) The Common Stock Company shall be authorized for quotation have delivered to such Purchaser a certificate evidencing the Company’s qualification as a foreign corporation and listed on good standing issued by the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board and trading in the Common Stock Secretary of State (or comparable office) of each jurisdiction in which the AMEXCompany conducts business and is required to so qualify, as of a date within ten (10) business days of the NYSE, the NNM, the SmallCap generally or the Bulletin BoardClosing Date.
v) The Company shall not have been suspended delivered to such Purchaser a certified copy of its Charter (including any certificate of designations) as certified by the SEC, Texas Secretary of State within ten (10) business days of the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable, and the Conversion Shares shall be listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicableClosing Date.
(evi) The representations Company shall have delivered to such Purchaser a certificate, in form and warranties substance reasonably acceptable to such Purchaser, executed by the Secretary of the Company and SJP dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in form and substance reasonably acceptable to such Purchaser, (ii) the Charter of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing.
vii) Each and every representation and warranty of the Seller(s) and the Company shall be true and correct as of the date when made and true and correct in all material respects as of the Closing Date as though originally made at that time (except for representations and warranties that relate to speak as of a different specific date, which shall be true and correct as of such specific date, and except for representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and the Seller(s) and the Company and SJP shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Seller(s) and Company or SJP, as applicable at or prior to the Closing Date. Such Purchaser shall have received certificatesa certificate, duly executed by the Chief Executive Officer of the Company and of SJPCompany, dated as of the Closing Date Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser may in form and substance reasonably requestacceptable to such Purchaser.
(fviii) The Seller(s) shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, if any.
ix) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action ruling or proceeding injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, of any of the transactions contemplated by the Transaction Documents.
x) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect.
(gxi) Purchaser shall have received an opinions of obtained cash proceeds from a financing transaction sufficient to pay the Company's dated as of the Closing Date, in form, scope and substance reasonably satisfactory Purchase Price to the Purchaser and in substantially the form of Exhibit C attached hereto. Purchaser shall be entitled to receive, and rely upon, an opinion of SJP's counsel, dated as of the closing of the Transaction, in form, scope and substance reasonably satisfactory to the Purchaser in connection with the consummation of the TransactionSeller(s).
(hxii) The Company shall have delivered evidence reasonably satisfactory to such Purchaser such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Purchaser that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit D.
(i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or SJP and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company or SJP.
(j) The Board of Directors of the Company and the Board of Directors of SJP shall have adopted resolutions consistent with Section 3(b) (ii) and Section 4(b)(ii) above, respectively, and in a form reasonably acceptable to such Purchaser.
(k) The Company and SJP shall have delivered to Purchaser certificates evidencing the incorporation and good standing of the Company and each of its subsidiaries and of SJP and each of its subsidiaries in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date.
(l) The Company and SJP shall have delivered to Purchaser certified copies of their respective Articles of Incorporation as certified by the Secretary of State of their respective states of incorporation within ten days of the Closing Date.
(m) The Company and SJP shall have delivered to Purchaser secretary's certificates, dated as of the Closing Date, as to (i) the resolutions described in Section 7(j), (ii) their respective Certificates of Incorporation and (iii) their respective Bylaws, each as in effect at the Closing.
(n) SJP shall have obtained and delivered to Purchaser written evidence of the consent of each member of SJP to the Transaction, and the Transaction shall have been consummated in accordance with the Share Exchange Agreement. The Purchaser and its counsel shall have the right to review and approve, in their sole and absolute discretion, all documentation and matters related thereto. SJP and the Company shall have delivered to the Purchaser copies of an executed Bill of Sale and an execuxxx Assumption Agreement, or similar documents evidencing the consummation of the Transactionmay reasonably request.
(o) All of the "CONDITIONS TO PURCHASER'S OBLIGATION TO PURCHASE" set forth in Section 8 that certain Securities Purchase Agreement, dated as of June 17, 1998, among the Purchaser and Kapher Trust shall have been satisfied.
(p) The Company shall have cancelled or retired to treasury at least 400,000 shares of Common Stock as set forth on Schedule 3(d) hereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)
Conditions to Purchaser’s Obligation to Purchase. a) The obligation of the Purchaser hereunder to purchase the Preferred Shares to be purchased by it Securities at the Closing and the payment of the Purchase Price is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that such these conditions are for the Purchaser's ’s sole benefit and may be waived by the Purchaser at any time in such Purchaser's its sole discretiondiscretion by providing the Seller(s) or the Company (as applicable) with prior written notice thereof:
(ai) The Company Seller(s) and SJP shall have executed this Agreement and the Company shall have duly executed and delivered to such Purchaser each of the Registration Rights Agreement, Transaction Documents to which it is a party and each the Seller(s) shall have duly executed and delivered executed copies to such Purchaser the aggregate number of Securities set forth on the Purchase Schedule, being purchased by the Purchaser at the Closing pursuant to this Agreement.
ii) Such Purchaser shall have received the opinion of Bxxxx, Bxxxxx & Sxxxx PC, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to such Purchaser.
(b) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Colorado and a copy thereof certified by the Secretary of State of the State of Colorado shall have been delivered to Purchaser.
(ciii) The Company shall have delivered to such Purchaser duly executed certificates (each a certificate evidencing the formation and good standing of the Company in such denominations entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as Purchaser shall requestof a date within ten (10) representing business days of the Preferred Shares being so purchased by Purchaser in accordance with Section 1(b) aboveClosing Date.
(div) The Common Stock Company shall be authorized for quotation have delivered to such Purchaser a certificate evidencing the Company’s qualification as a foreign corporation and listed on good standing issued by the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board and trading in the Common Stock Secretary of State (or comparable office) of each jurisdiction in which the AMEXCompany conducts business and is required to so qualify, as of a date within ten (10) business days of the NYSE, the NNM, the SmallCap generally or the Bulletin BoardClosing Date.
v) The Company shall not have been suspended delivered to such Purchaser a certified copy of its Charter (including any certificate of designations) as certified by the SEC, Texas Secretary of State within ten (10) business days of the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable, and the Conversion Shares shall be listed on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicableClosing Date.
(evi) The representations Company shall have delivered to such Purchaser a certificate, in form and warranties substance reasonably acceptable to such Purchaser, executed by the Secretary of the Company and SJP dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in form and substance reasonably acceptable to such Purchaser, (ii) the Charter of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing.
vii) Each and every representation and warranty of the Seller(s) and the Company shall be true and correct as of the date when made and true and correct in all material respects as of the Closing Date as though originally made at that time (except for representations and warranties that relate to speak as of a different specific date, which shall be true and correct as of such specific date, and except for representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and the Seller(s) and the Company and SJP shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Seller(s) and Company or SJP, as applicable at or prior to the Closing Date. Such Purchaser shall have received certificatesa certificate, duly executed by the Chief Executive Officer of the Company and of SJPCompany, dated as of the Closing Date Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser may in form and substance reasonably requestacceptable to such Purchaser.
(fviii) The Seller(s) shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, if any.
ix) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action ruling or proceeding injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, of any of the transactions contemplated by the Transaction Documents.
x) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect.
(gxi) Purchaser shall have received an opinions of obtained cash proceeds from a financing transaction sufficient to pay the Company's dated as of the Closing Date, in form, scope and substance reasonably satisfactory Purchase Price to the Purchaser and in substantially the form of Exhibit C attached hereto. Purchaser shall be entitled to receive, and rely upon, an opinion of SJP's counsel, dated as of the closing of the Transaction, in form, scope and substance reasonably satisfactory to the Purchaser in connection with the consummation of the TransactionSeller(s).
(hxii) The Company shall have delivered evidence reasonably satisfactory to such Purchaser such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Purchaser that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit D.
(i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or SJP and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company or SJP.
(j) The Board of Directors of the Company and the Board of Directors of SJP shall have adopted resolutions consistent with Section 3(b) (ii) and Section 4(b)(ii) above, respectively, and in a form reasonably acceptable to such Purchaser.
(k) The Company and SJP shall have delivered to Purchaser certificates evidencing the incorporation and good standing of the Company and each of its subsidiaries and of SJP and each of its subsidiaries in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date.
(l) The Company and SJP shall have delivered to Purchaser certified copies of their respective Articles of Incorporation as certified by the Secretary of State of their respective states of incorporation within ten days of the Closing Date.
(m) The Company and SJP shall have delivered to Purchaser secretary's certificates, dated as of the Closing Date, as to (i) the resolutions described in Section 7(j), (ii) their respective Certificates of Incorporation and (iii) their respective Bylaws, each as in effect at the Closing.
(n) SJP shall have obtained and delivered to Purchaser written evidence of the consent of each member of SJP to the Transaction, and the Transaction shall have been consummated in accordance with the Share Exchange Agreement. The Purchaser and its counsel shall have the right to review and approve, in their sole and absolute discretion, all documentation and matters related thereto. SJP and the Company shall have delivered to the Purchaser copies of an executed Bill of Sale and an execuxxx Assumption Agreement, or similar documents evidencing the consummation of the Transactionmay reasonably request.
(o) All of the "CONDITIONS TO PURCHASER'S OBLIGATION TO PURCHASE" set forth in Section 8 that certain Securities Purchase Agreement, dated as of June 17, 1998, among the Purchaser and Kapher Trust shall have been satisfied.
(p) The Company shall have cancelled or retired to treasury at least 400,000 shares of Common Stock as set forth on Schedule 3(d) hereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Taronis Technologies, Inc.)
