Conditions to the First Closing. (a) Conditions to Each Investor’s Obligations at the First Closing. Each Investor’s obligations to effect the First Closing, including, without limitation, its obligation to subscribe for Series B Preferred Stock at the First Closing, are conditioned upon the fulfillment (or waiver by such Investor in its sole and absolute discretion) of each of the following events as of the First Closing Date, and the Company shall use commercially reasonable efforts to cause each of such conditions to be satisfied:
(i) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date; provided, however, that (x) any representation or warranty relating to a particular date shall only need to be true and correct in all material respects as of such particular date, and (y) if any representation or warranty is not true or correct in all material respects, (1) the Company shall have submitted a certificate to such Holder disclosing all material inaccuracies or omissions in such representation or warranty, (2) the Requisite Investors shall have deemed, in their sole and absolute discretion, the representation or warranty, as so qualified by such certificate, to be acceptable, and (3) such certificate shall be deemed an amendment under this Agreement to such representation or and warranty;
(ii) the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by the Company on or before the First Closing;
(iii) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents;
(iv) the Company shall have executed and delivered to such Investor the Transaction Documents required to be delivered by it on the First Closing; and
(v) the Company shall have delivered to such Investor (x) a copy of the Company’s Articles of Association, and (y) a certificated copy of the resolutions passed by the Board of Directors authorizing all of the transactions contemplated by the Transaction Documents to which the Company is a party.
(b) Conditions to the Company’s Obligations at the First Closing The Company’...
Conditions to the First Closing. 4.1 Conditions to the Obligations of Each Party
4.2 Conditions to the Obligations of Each Investor
4.3 Conditions to the Obligations of the Company
Conditions to the First Closing. In addition to the satisfaction (or waiver) of the conditions set forth in Section 6.2(a), the Company’s obligation to sell and issue the Notes and Warrants at the First Closing is subject to the delivery of the specified portion of the Purchase Price as set forth on Schedule I by the Group A Investors to the Company.
Conditions to the First Closing. 32 Section 3.1. Conditions to Each Party's Obligations................... 32 Section 3.2. Conditions to the Buyers' Obligations.................... 33 Section 3.3. Conditions to the Company's Obligations.................. 35 ARTICLE IV CONDITIONS TO AN ADDITIONAL PREFERENCE STOCK CLOSING, SUPPLEMENTAL PREFERENCE STOCK CLOSING AND DEFERRED COMMON STOCK CLOSING................................. 35 Section 4.1. Condition to Each Party's Obligations.................... 35 Section 4.2. Conditions to the Buyers' Obligations.................... 36 Section 4.3. Conditions to the Company's Obligations.................. 37 Section 4.4. Effect of Certain Breaches............................... 38 ARTICLE V CONDITIONS TO THE OPTIONAL SHARES CLOSING....................... 38 Section 5.1. Condition to Each Party's Obligations.................... 38 Section 5.2. Conditions to the Buyers' Obligations.................... 38 Section 5.3. Conditions to the Company's Obligations.................. 40 Section 5.4. Effect of Certain Breaches............................... 41 ARTICLE VI
Conditions to the First Closing. The obligation of each Investor to subscribe for the ABSA Shares 1 created by the First Capital Increase is subject to the following conditions being satisfied (or waived by such Investor):
(a) approval by the extraordinary shareholders meeting of the Company to be held on November 12, 2003 of:
(i) the reduction in the share capital of a total amount of Euros 9,943,063.561 by reduction of the par value of the shares from Euros 5.37 to Euros 3.8317 on the basis of the report of the statutory auditor of the Company;
(ii) the reduction in the share capital of a total amount of Euros 24,702,207.64 by reduction of the par value of the shares from Euros 3.8317 to Euro 0.01 on the basis of the report of the statutory auditor of the Company, subject to the absence of objections of the creditors of the Company during the Objection Period;
(b) approval by the Extraordinary Shareholders Meeting of the Shareholder Resolutions and in particular of:
(i) the creation of two categories of shares, the approval of the rights and obligations attached to each category of shares and the modifications to be made accordingly to the articles of association of the Company, on the basis of a report of a special appraiser ("Commissaire aux avantages particuliers") in accordance with Section L 225-147 of the French Commercial Code and the conversation of existing shares to class A shares, subject to the final completion of the Capital Increase;
(ii) the conversion of existing shares to Class A Shares;
(iii) the creation of the Class B Shares and the Warrants constituting the ABSA Shares 1 and the ABSA Shares 2, the approval of the First Capital Increase and of the Second Capital Increase and a waiver by the Current Shareholders of their preferential rights to subscribe for the ABSA Shares 1 and for the ABSA Shares 2, on the basis of the report of the statutory auditor of the Company and of a report of a special appraiser ("commissaire aux avantages particuliers") in accordance with Section L 225-147 of the French Commercial Code;
(iv) the appointment of new members of the board of directors of the Company so that the composition of the board is in full compliance with the Shareholders' Agreement on the Closing Date, subject to the final completion of the Capital Increase;
(v) amendment of the statuts of the Company to reflect the actions taken in the Shareholder Resolutions; and
(vi) the cancellation of all warrants (BSPCE) issued by the Company to the benefit of employees or manager...
Conditions to the First Closing. Each Initial Investor’s obligation to purchase the Shares set forth opposite such Initial Investor’s name on the First Closing Schedule of Investors at the First Closing is subject to the fulfillment on or before the First Closing Date of each of the conditions set forth below, unless waived in writing by the applicable Initial Investor.
Conditions to the First Closing. Cimatron’s obligation to consummate the First Closing is subject to the fulfillment prior to, or at the First Closing of all the following conditions:
2.1.3.1. The Sellers shall amend Microsystem by-laws in order to enable the increase of capital in favor of Cimatron. The increase of the capital shall be made in accordance with the applicable laws and the by-laws of the Company.
2.1.3.2. The By-law of Microsystem shall be further amended in order to make any transfer of quotas contingent on Cimatron’s prior written approval (“gradimento”).
2.1.3.3. All the representations of Microsystem and the Sellers set forth in Exhibit 2.1.3A attached hereto shall be true and correct as of the date of this LOA and as of the date of the First Closing.
2.1.3.4. Cimatron shall be granted all the rights set forth in Exhibit 2.1.3B attached hereto.
2.1.3.5. Microsystem and the Seller shall have performed and undertake to perform all the covenants set forth in Exhibit 2.1.3C attached hereto.
2.1.3.6. The Articles of Association and By-laws and all other corporate documents of each of (i) Microsystem, (ii) Trend S.r.l.; (iii) Cad Cam Studio S.r.l.; and (iv) Smart Team Italia S.r.l., shall be amended so that (a) all of Cimatron rights detailed in this LOA will be included therein, (b) that the quorum for any shareholders meeting and any shareholders resolution – including extraordinary meetings - will be 51% so as to give Cimatron (at the time Cimatron will hold 51% of Microsystem’ share capital) full control of Microsystem and to give Microsystem full control of its Affiliates (except for Solid World srl.), (c) that the vote required in order to amend any Articles, By-laws or any other corporate document of such entities will be 51%. All such corporate documents to be in a Form satisfactory to Cimatron at Cimatron’s sole and absolute discretion. Such satisfaction will be communicated to Microsystem and the Sellers in writing.
2.1.3.7. Cimatron will receive a legal opinion from counsel to Microsystem in a Form satisfactory to Cimatron at Cimatron’s sole and absolute discretion to be communicated in writing to Microsystem.
2.1.3.8. Cimatron shall receive validly executed First Call Option and Second Call Option (as such term are defined below), each in a Form satisfactory to Cimatron at Cimatron’s sole and absolute discretion. All such shares and options issued to Cimatron being free and clear of any pre-emptive, first refusal, co-sale or any other third party rights and claims...
Conditions to the First Closing. On or before the First Closing Date, the Parties shall proceed with the First Closing, subject to the following conditions:
a. the representations and warranties of the Company on Schedule 7 (Representations and Warranties) shall be true and correct in all material respects as of the First Closing; and
b. each of the Subscribers has finalized its due diligence investigation with respect to the Company and the Business;
c. the First Closing Obligations referred to in Clause 3.4.2 (a) through (e) have been satisfied, the conditions under a. through c. hereinafter the “First Tranche Conditions”.
Conditions to the First Closing. The obligation of the Lender to advance the funds pursuant to the terms of Section 2.2(a) of this Agreement and the Note at the First Closing is subject to the fulfillment, to the satisfaction of the Lender on or prior to the First Closing, of the following conditions:
Conditions to the First Closing
