CONDITIONS TO THE BUYER'S OBLIGATION. The Buyer’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver on or prior to the Closing Date of the following conditions:
(a) the representations and warranties of the Seller in Sections 3.1 and 3.2 and the representations and warranties of the Company in Sections 5.1, 5.2, 5.7(a)(i)-(iv), 5.15(b) and 5.15(e) shall be true and correct in all respects as of the Effective Date and as of the Closing as though made at the Closing and all other representations and warranties of the Seller shall be true and correct in all respects as of the Effective Date and as of the Closing as though made at the Closing except for any inaccuracy that would not constitute a Material Adverse Effect;
(b) the Seller and the Company shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material,” or “Material Adverse Effect,” in which case the Seller shall have performed and complied with all of such covenants (as so written, including the term “material” and “Material”) in all respects through the Closing; provided however that if Seller, Company or Consolidated Subsidiaries do not complete the covenants contained in Section 6.14, such incompletion shall not delay Closing;
(c) no Legal Proceeding shall be pending or threatened in writing against the Seller, the Company or any Consolidated Subsidiary wherein an unfavorable judgment, order, decree, stipulation or injunction could reasonably be expected to prevent consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummation of any such transaction;
(d) the Seller and the Company shall have delivered to the Buyer a certificate (without qualification as to knowledge, materiality or otherwise) to the effect that each of the conditions specified above in Sections 8.1(a) through 8.1(c) is satisfied in all respects;
(e) all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated and the Florida Office of Insurance Regulation shall have approved the consummation of the transactions contemplated by this Agreement;
(f) the Seller shall have delivered to the Buyer a certificate of organization, or its equivalent, and certificate(s) of good standing and/or existence...
CONDITIONS TO THE BUYER'S OBLIGATION. The obligation of the Buyers hereunder to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyers’ sole benefit and may be waived by the Buyers at any time in its sole discretion:
CONDITIONS TO THE BUYER'S OBLIGATION. The obligation of the Buyer to close on the purchase of the Purchased Assets is subject to the fulfillment prior to the Closing of each of the following conditions:
CONDITIONS TO THE BUYER'S OBLIGATION. The obligation of the Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing:
CONDITIONS TO THE BUYER'S OBLIGATION. The obligation of the Buyers to purchase and pay for the Securities is subject to the satisfaction (or waiver by the Buyers) of the following conditions as of the Closing Date:
3.1. the representations and warranties of the Seller made in this Agreement shall be true and correct in all respects, as of the date hereof and as of the Closing Date as though then made;
3.2. the Seller shall have delivered to the Buyers the documents and instruments contemplated by Section 2.2 above;
3.3. the Major Holders shall have obtained all consents and waivers necessary to effect the transactions contemplated in this Agreement (including, without limitation, all waivers with respect to Section 5 of the Stockholder Agreement); and
3.4. there shall be no pending or threatened claims, actions, litigation or administrative, regulatory or governmental investigations or proceedings against either Seller or the Buyers with respect to enjoining or preventing the Closing or which might otherwise restrain, prohibit or invalidate any portion of this Agreement.
CONDITIONS TO THE BUYER'S OBLIGATION. The obligations of the Buyer to consummate the transactions provided for hereby are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, each of which may be waived by the Buyer in accordance with Section 10.6 hereof:
CONDITIONS TO THE BUYER'S OBLIGATION. The Obligation of ------------------------------------ Buyer to purchase Principal Stockholder Shares at any Closing is subject to the following conditions:
(i) The representations and warranties of each Principal Stockholder contained in Article III shall be true and correct in all material respects on the date thereof.
(ii) All waiting periods under the HSR Act applicable to the exercise of the Xxxxxx Option and the Fund Option shall have expired or have been earlier terminated.
(iii) There shall be no preliminary or permanent injunction or other order by any federal or state court or other agency or body, nor any statute, rule, regulation or order promulgated or enacted by any governmental authority, restricting, preventing, prohibiting or otherwise restraining the exercise of the Xxxxxx Option or the Fund Option.
(iv) The Closing with respect to the other Option shall occur simultaneously with the Closing. Notwithstanding the foregoing, to the extent any Principal Stockholder Shares are tendered and paid for pursuant to Section 1.04(a) hereof, the conditions of this Section 1.06 shall not apply.
CONDITIONS TO THE BUYER'S OBLIGATION. The obligation of each Buyer to complete the Closing is subject to the fulfillment on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived by such Buyer in writing:
CONDITIONS TO THE BUYER'S OBLIGATION. The Company understands that the Buyer 's obligation to purchase the Notes is conditioned upon:
(a) Delivery by the Company to the Escrow Agent of the Notes in accordance with this Agreement;
(b) The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date;
(c) On the Closing Date, the Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially in the form of Annex V attached hereto;
(d) No event which, if the Notes were outstanding, would constitute an Event of Default, as defined in the Notes, or which, with the giving of notice or the passage of time or both, would become an Event of Default (as so defined), has occurred and is continuing or would constitute a Repurchase Event, as defined in the Notes, or which, with the giving of notice or the passage of time or both, would become a Repurchase Event (as so defined) has occurred and is continuing; and
(e) The Company shall have redeemed the Outstanding Note for a redemption price of $10,752,223, plus accrued and unpaid interest on the Outstanding Note on or after February 4, 1997 to the Closing Date.
CONDITIONS TO THE BUYER'S OBLIGATION. TO COMMENCE PURCHASES OF SHARES OF COMMON STOCK. The obligation of the Buyer to commence purchases of Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that sales to the Buyer under this Agreement begin) and once such conditions have initially been satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred; provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:
(a) A registration statement covering the sale of at least 6,000,000 shares of Common Stock shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the SEC.
(b) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date.
