Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions:
(A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Act shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representatives shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened.
(B) The Purchasers or the Representatives shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto.
(C) The Purchasers or the Representatives shall have received on the Closing Date an opinion and a letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the forms set forth in Exhibits B-1 and B-2 hereto.
(D) The Purchasers or the Representatives shall have received on the Closing Date a letter from Ernst & Young LLP, independent registered public accountants for the Company, dated as of the Closing Date, substantially to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.
Conditions to Purchaser’s Obligations. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to the Closing Date:
Conditions to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the Closing).
Conditions to Purchaser’s Obligations. The Purchaser's obligation to purchase Shares hereunder is subject to satisfaction of the following conditions at the Closing (any of which may be waived by the Purchaser):
Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions:
(A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Registration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened.
(B) At the Closing Date, there shall be in full force and effect an order or orders, satisfactory to counsel for the Purchasers, of the Public Utility Commission of Oregon and of such other regulatory authorities, if any, as may have jurisdiction over the issue and sale of the New Debentures by the Company to the Purchasers, authorizing such issue and sale as herein and in the Registration Statement provided, and none of such orders shall contain any conditions inconsistent with the provisions of this Agreement or of the Registration Statement.
(C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Xxxxxxx X. Xxxxx, Esq., Vice President-General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto.
(D) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Xxxxxx & XxXxxx, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto.
(E) The Purchasers or the Representative shall have received on the Closing Date a letter from Xxxxxx Xxxxxxxx LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto.
Conditions to Purchaser’s Obligations. Each Purchaser’s obligation to complete the purchase and sale of the Shares is subject to the waiver by such Purchaser or fulfillment as of the Closing Date of the following conditions:
Conditions to Purchaser’s Obligations. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date:
(a) The representations and warranties set forth in Sections 3 and 4 of this Agreement shall be true and correct in all material respects (except for those representations and warranties which are qualified by materiality, which shall be true and correct in all respects) when made and at and as of the Closing Date as though then made (other than those representations and warranties which address matters only as of a particular date, which shall have been true and correct only as of such date);
(b) The Company and the Sellers shall have performed and complied in all material respects all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing;
(c) No event shall have occurred since the date of this Agreement that would constitute or would reasonably be expected to constitute a Material Adverse Effect;
(d) Purchaser shall have obtained the Committed Financing;
(e) Each Seller shall have delivered to Purchaser the documents of assignment with respect to the Units held by such Seller;
(f) The Company shall have delivered to Purchaser each of the following:
(i) a certificate of the Company, dated the Closing Date, stating that the preconditions specified in Sections 2.2(a) and 2.2(b) above have been satisfied;
(ii) a copy of the Escrow Agreement, duly executed by the Seller Representative;
(iii) a copy of the Investors Rights Agreement, duly executed by such Sellers as receive any Shares out of the Equity Payment or Warrants out of the Warrant Payment (as set forth in the Consideration Allocation Schedule);
(iv) evidence reasonably satisfactory to Purchaser that (A) all Class B Units of the Company have been cancelled and are no longer issued or outstanding, and (B) the Company and its Subsidiaries shall not have any continuing obligations under any Related Party Agreement other than such agreements set forth on Section 4.17(b) of the Disclosure Schedule;
(v) the Company, the Seller Representative and the Sellers shall have obtained and delivered to Purchaser those consents and waivers of any third party set forth on Section 2.2(f)(v) of the Disclosure Schedule, and the foregoing shall be in full force and effect;
(vi) at least three (3) business days prior to Closing, a copy of the Consideration Allocation Schedule;
(vii) at least thr...
Conditions to Purchaser’s Obligations at the Closing. Purchaser’s obligations under Article II of this Purchase Agreement are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
a) the accuracy in all material respects on the date of the Closing of the representations and warranties of the Company contained herein;
b) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed;
c) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement;
d) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
e) from the date hereof to the Closing, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereunder.
Conditions to Purchaser’s Obligations. The purchase of the Company Shares by Purchaser on the Closing Date is conditioned upon satisfaction, on or prior to such date, of the following conditions:
