Conditions to the Holder’s Obligations. The obligation of the Holder to consummate the Exchange and effect the Closing is subject to the satisfaction at or prior to the Closing of the following conditions:
(a) The Company shall have delivered to the Holder at the Closing the deliverables set forth in Section 1.02(a)(ii);
(b) The representations and warranties of the Company contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Company shall have in all material respects performed, satisfied and complied with the covenants, agreements and conditions required hereunder to be performed, satisfied or complied with by the Holder at or prior to the Closing Date;
(c) The Company shall have delivered to the Holder a copy of the Certificate of Designations that has been filed with the Secretary of State of the State of Delaware;
(d) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Xxxx & Gxxxxxxxx LLP, as counsel to the Company, containing the opinions substantially in the form set forth in Schedule B;
(e) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital Market; and
(f) The Registration Rights Agreement shall have been amended as set forth in Exhibit B (the “RRA Amendment”), and the Holder shall have received evidence reasonably satisfactory to the Holder that RRA Amendment shall have been adopted by the Company and the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement).
Conditions to the Holder’s Obligations. The obligations of the Holder hereunder are subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that, other than with respect to paragraph (c) below, these conditions are for the Holder’s sole benefit and may be waived by Holder at any time in its sole discretion:
Conditions to the Holder’s Obligations. The obligation of the Holder hereunder to deliver the certificate(s) representing the Notes 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 Holder’s sole benefit and may be waived by Holder at any time in its sole discretion:
Conditions to the Holder’s Obligations. The obligations of the Holders to consummate the transactions contemplated hereby to be consummated at the Closing are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions precedent:
(a) Each of the representations and warranties of the Company contained in Section 3.1 of this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.
(b) The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing.
(c) The Merger Closing shall have occurred in accordance with the terms of the Merger Agreement (without any amendment, supplement or waiver of the terms of such agreement in any respect in a manner that is adverse to any of the Holders in any material respect).
(d) The Company shall have delivered to the Holders each of those items set forth in Section 2.4(a).
(e) The CVR Units shall have been approved for listing on the New York Stock Exchange.
(f) The Second Restatement Date shall have occurred.
(g) The Company shall have delivered to the Holders a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 5.1(a), Section 5.1(b), Section 5.1(c) and Section 5.1(e) has been satisfied.
Conditions to the Holder’s Obligations. The obligation of each Holder to complete the Closing is subject to the fulfillment, on or before the Closing Date of the following conditions precedent:
(a) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects at and as of the date hereof and as of the Closing Date with the same effect as if made at and as of such date and after giving effect to the Private Exchange (except for such representations and warranties made as of a specified date, which shall be true and correct only as of the specified date);
(b) the Company shall have performed and complied, in all material respects, with all of their respective covenants and agreements contained in this Agreement that contemplate, by their terms, performance or compliance on or prior to the Closing Date, if any; and
(c) such Holder shall have received copies of each of the Closing Documents executed by the Company.
Conditions to the Holder’s Obligations. The Holder's obligation to sell the Purchased Shares to Maxtor at the Closing is subject to the fulfillment on or prior to the Closing of the following conditions, the waiver of which shall not be effective against the Holder without the Holder's consent thereto:
Conditions to the Holder’s Obligations. The obligation of the Holder, on behalf of the Selling Holders, to deliver (or cause to be delivered) the Existing Notes is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent: (i) the representations, warranties and covenants of the Company in Section 4 are true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing; and (ii) all covenants of the Company in Section 4 to be performed at or before the Closing have been performed.
Conditions to the Holder’s Obligations. The Holder’s obligation to deliver Exchange Notes for cancellation for an equal dollar amount of Mortgage Loans at any Mortgage Loan Closing (as defined below) shall be subject to satisfaction or waiver of all of the conditions to such Mortgage Loan Closing contained in the Loan Commitment Agreement.
Conditions to the Holder’s Obligations. The obligations of the Holders to sell the Shares at the Closing and take the other actions contemplated by this Agreement are subject to the fulfillment as of the Closing of each of the following conditions, any or all of which may be waived by the Holders to the extent permitted by applicable law:
Conditions to the Holder’s Obligations. The Holders' obligation to close hereunder is conditioned upon the following, any of which may be waived by the Holders severally:
A. The receipt by each Holder of one or more certificates registered in the name of each Holder, respectively) evidencing the Common Stock to be acquired by such Holder pursuant to this Agreement, as set forth on Schedule A attached hereto;
B. The accuracy in all material respects on the Closing Date of the representations and warranties made by IFT in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by IFT in all material respects on or before the Closing Date of all covenants and agreements of IFT required to be performed by it pursuant to this Agreement on or before the Closing Date;
C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock of IFT on NASDAQ, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, or (iii) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;
D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably would have a Material Adverse Effect;
E. The absence of any law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; and
F. Each Holder's receipt of (1) a duly executed Registration Rights Agreement in the form of Exhibit C attached hereto; and (2) a duly executed Put/Call Agreement in the form of Exhibit E attached hereto.
