Conditions to Subsequent Closing. 4.1 Conditions to the Obligations of the Purchaser, the Purchaser Subsidiary and the Company. The obligations of the Company, the Purchaser and the Purchaser Subsidiary to consummate the Subsequent Investment are subject to the satisfaction (or, if permitted by Requirements of Law, waiver by each party in each such party’s sole discretion) of the following conditions:
Conditions to Subsequent Closing. The occurrence of a Subsequent Closing is expressly contingent on (i) the truth and accuracy, in all material respects, on the applicable Subsequent Closing Date of the representations and warranties of the Company and each subsequent Subscriber contained in this Agreement, (ii) continued compliance in all material respects with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any material default by the Company of its obligations and undertakings contained in this Agreement. The exercise prices of the Warrants issuable on the Subsequent 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 Subsequent Closing. (i) The obligation of the Purchaser to consummate the transactions contemplated hereby to be completed at the Subsequent Closing, including the purchase of the Subsequent PIPE Shares, is subject to the fulfillment, prior to or on the Subsequent Closing Date, of the following conditions:
Conditions to Subsequent Closing. (a) The obligations of the Purchaser relating to the Subsequent Closing shall be subject to (i) the receipt of the items identified in Section 7.3(b), (ii) no Bankruptcy Event with respect to the Seller shall have occurred and be continuing and (iii) the satisfaction of the condition set forth on Exhibit D; provided that (A) if the condition set forth on Exhibit D is not satisfied on or before September 1, 2018, Purchaser shall have the right, but not the obligation to terminate Purchaser’s rights and Seller’s obligations relating to the Subsequent Closing by delivering notice of such termination to Seller, and (B) if the condition set forth on Exhibit D is not satisfied on or before October 1, 2018, Seller’s obligations with respect to Section 2.2(b) shall not apply, and Purchaser’s rights with respect to the Subsequent Closing shall automatically terminate. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Conditions to Subsequent Closing. Each Purchaser's obligation to purchase and pay for the Preferred Stock to be sold to such Purchaser at the Subsequent Closing is subject to the satisfaction or waiver, prior to or at the Subsequent Closing, of the following conditions.
Conditions to Subsequent Closing. 55 Section 6.01 Conditions to the Obligations of the Company and the Investor 55 Section 6.02 Conditions to the Obligations of the Company 55 Section 6.03 Conditions to the Obligations of the Investor 55 ARTICLE VII Termination; Survival 56 Section 7.01 Termination prior to the Subsequent Closing 56 Section 7.02 Effect of Termination prior to Subsequent Closing 58 Section 7.03 Survival and Limitation on Liability 58 ARTICLE VIII Miscellaneous 59 Section 8.01 Amendments 59 Section 8.02 Extension of Time, Waiver, Etc. 59 Section 8.03 Assignment 59 TABLE OF CONTENTS (CONT’D) Page Section 8.04 Counterparts; Electronic Delivery 60 Section 8.05 Entire Agreement; No Third-Party Beneficiaries 60 Section 8.06 Governing Law; Jurisdiction 60 Section 8.07 Specific Enforcement 61 Section 8.08 WAIVER OF JURY TRIAL 61 Section 8.09 Notices 62 Section 8.10 Severability 63 Section 8.11 Expenses 63 Section 8.12 Interpretation 63 Section 8.13 Non-Recourse 64 Exhibits Exhibit A: Equity Commitment Letter Exhibit B: Form of Issuer Agreement Exhibit C: Form of Registration Rights Agreement Exhibit D: Terms of Statement With Respect to Shares INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT, is made as of March 25, 2021 (this “Agreement”), by and between II-VI Incorporated, a Pennsylvania corporation (the “Company”), and BCPE Xxxxxx (DE) SPV, LP, a Delaware limited partnership (together with its successors and any Affiliate that becomes a party hereto pursuant to Section 5.08(b) and Section 8.03, the “Investor”).
Conditions to Subsequent Closing. 29 6.1 Conditions to CK Purchasers' Obligations............................ 29 6.2 Conditions to the Company's Obligations............................. 30 ARTICLE VII INDEMNIFICATION..................................................... 30 7.1 Indemnification..................................................... 30 7.2 Notification........................................................ 30 7.3 Contribution........................................................ 31
Conditions to Subsequent Closing. The obligations of the Investor to purchase the Stock at the Subsequent Closing shall be subject to the satisfaction of the following conditions at and as of the time of the Subsequent Closing:
Conditions to Subsequent Closing. Notwithstanding anything to the contrary in this Agreement, the obligation of each Investor to purchase the Shares set forth on Exhibit A hereto at the Subsequent Closing shall be subject to the fulfillment of the following conditions:
Conditions to Subsequent Closing. The obligations of the Investor relating to each Subsequent Closing shall be subject to (i) no Bankruptcy Event with respect to the Company or any of its Subsidiaries and no Special Termination Event, Default or Event of Default shall have occurred and be continuing (and the Investor Representative’s receipt of the certification from the Company to that effect), (ii) the representations and warranties set forth in Article IV shall be true and correct on and as of such Subsequent Closing Date, and (iii) the satisfaction or waiver of the applicable conditions set forth on Exhibit B with respect to such Subsequent Closing. The Company shall notify the Investor Representative within ten (10) Business Days after each of the conditions set forth on Exhibit B with respect to a particular Subsequent Closing are satisfied.
