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:
1. The representations and warranties of the Company in Section 3(a) shall be true and correct in all material respects as of the date hereof and as of the Subsequent Closing Date as if made as of such date. The representations and warranties of the Company in Section 3(b), Section 3(d), Section 3(i) and Section 3(ee) shall be true and correct as of the date hereof and as of the Subsequent Closing Date as if made as of such date. The representations and warranties of the Company in Section 3(c) shall be true and correct, except for de minimis inaccuracies, as of the date hereof and as of the Subsequent Closing Date as if made as of such date (except for representations and warranties made as of a specified date, which shall be true and correct, except for de minimis inaccuracies, as of such specified date). All other representations and warranties of the Company in Section 3 shall be true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein) as of the date hereof and as of the Subsequent Closing Date as if made as of such date (except for representations and warranties made as of a specified date, which shall be true and correct as of such specified date), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein) would not have a Material Adverse Effect; and
2. The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it, and complied with the covenants hereunder applicable to it in all material respects, at or prior to the Subsequent Closing.
(ii) The obligation of the Company to consummate the transactions contemplated hereby to be completed at the Subsequent Closing, including the issuance of the Subsequent PIPE Shares, is subject to the fulfillment, prior to or on the Subsequent Closing Date, of the following conditions:
1. The representations and warranties of the Purchaser in Section 4 shall be true and correct (without giving effect to any qualification as to materiality contained therein) as of the date her...
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:
(a) the Initial Investment shall have been consummated;
(b) each of the Company and the Purchaser, or a designated controlled Affiliate thereof, shall have executed and delivered the Reinsurance Agreement and the Reinsurance Agreement shall remain in full force and effect;
(c) the Purchaser or the Purchaser Subsidiary shall have obtained the approval of the acquisition of control (on Form A or Section 1506 application, as applicable) of each applicable insurance Subsidiary of the Company from the (i) Iowa Insurance Division and (ii) New York Department of Financial Services (the “NYDFS”);
(d) the parties shall have obtained Form D approval of the Reinsurance Agreement from the Iowa Insurance Division;
(e) the CFIUS Approval, if any, shall have been obtained; and
(f) no Restraints shall be in effect enjoining or otherwise prohibiting the Subsequent Investment.
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. (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.
(b) Notwithstanding Section 7.2(a), if Seller is acquired by a Third Party at any time after the Effective Date and prior to the occurrence of the condition set forth on Exhibit D, 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.
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. 30 6.1 Conditions to Lenders' Obligations..................................30 6.2 Conditions to the Company's Obligations.............................30 ARTICLE VII INDEMNIFICATION..........................................................31 7.1 Indemnification.....................................................31 7.2 Notification........................................................31 7.3 Contribution........................................................32
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:
(a) SECTION 4.
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.
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. Section 6.01 Conditions to the Obligations of the Company and the Investor. The respective obligations of each of the Company and the Investor to effect the Subsequent Closing shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at the Subsequent Closing of each of the conditions set forth in this Section 6.01.
