Conditions to Second Closing. The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement which must be effective as of the Second Closing Date. The exercise prices of the Warrants issuable on the Second Closing Date shall be adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.
Conditions to Second Closing. The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement except for changes that do not constitute a Material Adverse Effect, (ii) continued compliance with the covenants of the Company set forth in this Agreement, and (iii) the non-occurrence of any Event of Default (as defined in the Note and this Agreement) or an event that with the passage of time or the giving of notice could become an Event of Default.
Conditions to Second Closing. (1) The obligation of the Investors to consummate the Second Closing is subject to the fulfillment prior to or contemporaneously with the Second Closing of each of the following conditions:
(i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Second Closing or shall prohibit or restrict the Investors or their Affiliates from owning, voting, or, subject to the receipt of the Shareholder Approvals, converting or exercising, any securities of the Company in accordance with the terms thereof and no lawsuit shall have been commenced by any Governmental Entity or third party seeking to effect any of the foregoing;
(ii) the Company shall have performed all obligations required to be performed by it at or prior to or contemporaneously with the Second Closing under this Agreement;
(iii) the Series B Certificate shall have been filed with the New Jersey Secretary and shall be in full force and effect;
(iv) the Company and the Investors shall have made or obtained any application, notice, filing, approval, consent, non-objection, or exemption as may be required to, from, or by any Governmental Entity in order to consummate the transactions contemplated by the Transaction Documents to be completed at the Second Closing, including, without limitation, notice and non-objection of the Federal Reserve pursuant to the CBC Act and the concurrence of Federal Reserve staff that neither the Investors nor their Affiliates will control the Company for purposes of the BHC Act, the CBC Act or otherwise be required to become a bank holding company;
(v) the Investors shall have determined in their reasonable good faith judgment that consummation of the transactions contemplated by the Transaction Documents would not result in a Burdensome Condition;
(vi) no law, rule, regulation, policy, order, guideline or regulatory interpretation, other than the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, shall have been enacted, issued, implemented or modified after the First Closing Date that would, in the reasonable and good faith judgment of the Investors, materially and adversely affect the anticipated benefits or burdens of the transactions contemplated herein;
(vii) the Company shall have reimbursed the Investors for all Transaction Expenses, subject to a maximum aggregate expense reimbursement to the Investors in respect of the Transaction Expenses (including any amounts paid at the First Closing and, if applic...
Conditions to Second Closing. The occurrence of the Second Closing is expressly contingent on (i) compliance with the Second Closing Condition, (ii) the truth and accuracy, on the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement except for changes that do not constitute a Material Adverse Effect (as defined in Section 5(a)), (iii) continued compliance with the covenants of the Company set forth in this Agreement, and (iv) the non-occurrence of any Event of Default (as defined in the Note and this Agreement) or an event that with the passage of time or the giving of notice could become an Event of Default. “Second Closing Condition” shall mean the actual effectiveness of the Registration Statement as defined in Section 11.1 hereunder. A Second Closing will not take place in connection with any amount of Second Closing Notes for which sufficient Shares have not been registered in an effective Registration Statement as of the Second Closing Date.
Conditions to Second Closing. The obligations of Buyers to consummate the transactions contemplated by this Agreement to be consummated at the Second Closing shall be subject to the fulfillment on or prior to the Second Closing Date of each of the following conditions:
Conditions to Second Closing. The obligations of VRI to consummate transactions contemplated by this Agreement at the Second Closing shall be subject to the fulfillment on or prior to the Second Closing Date of each of the following conditions:
(a) COVENANTS AND AGREEMENTS PERFORMED. SEI Holdings shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Second Closing Date.
Conditions to Second Closing. The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, and (iv) the delivery on the Second Closing Date of Second Closing Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date.
Conditions to Second Closing. The obligations of BHC to consummate the transactions contemplated by this Agreement to be consummated at the Second Closing shall be subject to the fulfillment on or prior to the Second Closing Date of each of the following conditions:
Conditions to Second Closing. The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement except for changes that do not constitute a Material Adverse Effect (as defined in Section 5(a)), (ii) continued compliance with the covenants of the Company set forth in this Agreement, and (iii) the non-occurrence of any Event of Default (as defined in the Note and this Agreement) or an event that with the passage of time or the giving of notice could become an Event of Default.
Conditions to Second Closing. 7.1 Conditions Precedent to Obligations of Investor. The obligation of Investor to consummate the transactions contemplated by this Agreement on Second Closing is subject to the fulfillment, on or before to the Second Closing Date, of each of the following conditions (any or all of which may be waived by Investor in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of NII Telecom and Parent contained in Article IV that are not qualified by materiality or Company Material Adverse Effect or NII Material Adverse Effect shall be true and correct in all material respects as of the Second Closing Date, except to the extent expressly made as of an earlier date, in which case as of such earlier date, and the representations and warranties of Parent and NII Telecom contained in Article IV that are qualified by materiality or Company Material Adverse Effect or NII Material Adverse Effect shall be true and correct in all respects as of the Second Closing Date, except to the extent expressly made as of an earlier date, in which case as of such earlier date, and Investor shall have received a certificate signed by an authorized officer of NII Telecom, dated as of the Second Closing Date, to the foregoing effect;
(b) the Company and NII Telecom shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by the Company and NII Telecom on or before the Second Closing Date, and Investor shall have received a certificate signed by an authorized officer of the Company and NII Telecom dated as of the Second Closing Date, to the foregoing effect;
(c) the closing deliveries set forth in Section 3.5(a) and Section 3.5(c) shall have been undertaken or delivered to Investor;
(d) the consent of Telefônica under the Telefônica Roaming Agreement and the Telefônica RAN Sharing Agreement shall have been obtained including Telefônica’s irrevocable waiver of its right of termination of such agreements, as provided in clauses 11.1.3 and 10.1.1, respectively;
(e) the terms of the respective Brazil Credit Facilities and ATC Agreement being amended as contemplated by Sections 6.5(b), 6.5(c) and 6.5(d);
(f) the consent from the ATC Group under the Master Purchase and Sale Agreement, dated August 8, 2013, between the ATC Group and Opco; and
(g) the consent from the CDB Credit Facility lenders under the CDB Credit Facility to the change of control as a...
