Conditions to the Issuer’s Obligations. The obligation of the Issuer to consummate each Closing is further subject to the satisfaction, at or prior to each Closing Date, of the following additional conditions:
(a) The representations and warranties of each Purchaser contained herein shall be true and correct in all respects on and as of each Closing Date. Each Purchaser 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 such Purchaser at or prior to each Closing Date; and the Issuers shall have received a certificate dated as of each Closing Date signed by an authorized officer of such Purchaser to the foregoing effect; and
(b) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay either Closing shall have been instituted by any Governmental Authority before any court, arbitrator or governmental body, agency or official binding on any party hereto and be pending;
(c) The Issuer shall have received all consents and waivers by third parties that are required for the issuance of the Securities and the consummation of the transactions contemplated hereby on terms reasonably satisfactory to Purchaser (including (i) waivers of all shareholders' contractual or other preemptive and similar rights, and (ii) any consents required in order that the transactions contemplated hereby do not constitute a breach of, a default under, or a termination or modification of any material agreement to which the Issuer or any Subsidiary is a party or to which any portion of the property of the Issuer or any Subsidiary is subject).
Conditions to the Issuer’s Obligations. This Agreement shall not obligate the Issuer to sell the Note, but shall govern the issuance of the Note by the Issuer on the Closing Date. Notwithstanding the foregoing, it is understood that the issuance by the Issuer of the Note on the Closing Date is subject to the accuracy of the representations and warranties herein made on the part of the Purchaser, to the accuracy of the statements of the officers of the Purchaser made pursuant to the provisions hereof, to the performance by the Purchaser of its obligations hereunder and to the following conditions:
(a) On the Closing Date, each of the Related Documents shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Issuer shall have received a fully executed copy thereof;
(b) The Issuer shall have received from Mxxxxxxxxx MxXxxxxxx Xxxxxx & Rxxxxx LLP, special counsel for the Purchaser and from Kxxx Xxxxxxxxxxx, Esq., Senior Executive Vice President and General Counsel of Rochdale and the Purchaser, opinions dated the Closing Date, addressed to the Issuer, in form and substance satisfactory to the Issuer and its counsel;
(c) At the Closing Date, the Issuer shall have received, in form and substance satisfactory to the Issuer and its counsel, a certificate, dated the Closing Date, of the President, Chief Executive Officer or any Vice President or other officer of the Purchaser in which each such officer shall state that: (i) with respect to the Purchaser only, the representations and warranties of the Purchaser in this Agreement are true and correct on and as of the Closing Date, except to the extent any such representation or warranty was expressly made as of any other date, in which case such representation and warranty was true and correct as of such other date; and (ii) the Purchaser has complied with all agreements and satisfied all conditions on its part required to be performed or satisfied hereunder ;
(d) All proceedings in connection with the transactions contemplated by this Agreement and each of the other Related Documents and all documents incident hereto or thereto shall be satisfactory in form and substance to the Issuer, and the Issuer shall have received such information, certificates, opinions and documents as the Issuer may request; and
(e) No order suspending the sale of the Note or the securities in connection with the Offering in any jurisdiction shall have been issued and no procee...
Conditions to the Issuer’s Obligations. The Issuer’s obligation to issue and sell the Acquired Shares to the Investor shall be subject to the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing, in each case, as contained in this Agreement.
Conditions to the Issuer’s Obligations. The obligations of the Issuers to sell the Series A Notes under this Agreement are subject to the satisfaction or waiver of each of the following conditions:
Conditions to the Issuer’s Obligations. The obligations of the Issuer hereunder are subject to the accuracy, as of the date hereof and as of the Closing Date, of the representations and warranties of Purchaser contained herein and to the performance by Purchaser of its obligations hereunder and to each of the following conditions (or waiver thereof by the Issuer):
(a) There shall be no judgment, injunction, order or decree prohibiting any of the transactions contemplated hereby, and no action, suit or proceeding shall be pending or threatened before or by any court or Governmental Authority seeking to restrain or prohibit, or seeking damages in connection with, the transactions contemplated hereby.
(b) No approval of or non-objection by any governmental authority or third party to the issuance and sale of the Purchased Shares by the Issuer, or of the purchase or acquisition of the Purchased Shares by Purchaser, shall be required that shall not have been duly issued or waived.
(c) As a result of Purchaser’s purchase of the Purchased Shares, Purchaser shall not own or control, or for purposes of any federal or state banking law be deemed to own or control (whether alone or in combination with others) more than 9.9% of all issued and outstanding shares of Common Stock, or more than 9.9% of all issued and outstanding shares of Common Stock and Class B Non-Voting Common Stock, $1.00 par value per share (the “Class B Non-Voting Common Stock”).
Conditions to the Issuer’s Obligations. The Issuer’s obligation to issue and sell the Shares and Warrants to the Purchaser shall be subject to: (i) the receipt by the Issuer of the aggregate purchase price for the Shares being purchased hereunder as set forth on the Signature Page, (ii) the accuracy of the representations and warranties made by the Purchaser, and (iii) the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing Date.
Conditions to the Issuer’s Obligations. The obligations of the Issuer to acquire Contributed Assets or Excess Assets on any Transfer Date shall be subject to the satisfaction of the following conditions (in addition to the procedures required by Section 2.02(d)):
(a) All representations and warranties of the Seller contained in this Agreement shall be true and correct on the Transfer Date (including without limitation the Engine Representations and Warranties) with the same effect as though such representations and warranties had been made on such date;
(b) All information concerning the Contributed Assets and Excess Assets provided to the Issuer shall be true and correct in all material respects;
(c) The Seller shall have performed all other obligations required to be performed by the provisions of this Agreement and the other Related Documents;
(d) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Issuer, and the Issuer shall have received from the Seller copies of all documents (including without limitation records of corporate proceedings) relevant to the transactions herein contemplated as the Issuer may reasonably have requested; and
(e) No Event of Default or Early Amortization Event shall have occurred and then be continuing or result from the acquisitions of such Contributed Assets or Excess Assets.
Conditions to the Issuer’s Obligations. The obligations of the Issuers’ set forth in this Agreement are subject to the following condition: At the Closing Time, the new senior secured credit agreement (as described in the Offering Memorandum) shall have been executed on the terms as set forth in the Offering Memorandum. At the Closing Time, the Acquisition (as defined in the Offering Memorandum) (expect for the compensation portion thereof), shall have been consummated on the terms as set forth in the Offering Memorandum.
Conditions to the Issuer’s Obligations. (a) The obligations of the Issuer to issue and sell the Common Shares to each Investor at each Closing on or after the date hereof (including the Fourth Closing) pursuant to this Agreement are subject to the satisfaction, at or prior to the applicable Closing Date, of the following conditions:
(i) The representations and warranties of each Investor contained herein shall be true and correct in all material respects on and as of such Closing Date as if made on and as of such date;
(ii) Each Investor shall have performed and complied in all material respects with all agreements required by this Agreement to be performed or complied with by it at or prior to such Closing Date;
(iii) The issue and sale of the Common Shares by the Issuer shall not be prohibited by any applicable law, court order or governmental regulation; and
(iv) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated.
(b) [This Section is intentionally left blank.]
Conditions to the Issuer’s Obligations. The Lender understands that the Issuer's obligation to perform pursuant to this Plan of Exchange is conditioned
(a) upon the accuracy, on, as of, and, as at the day this Plan of Exchange is executed, of the representations and warranties of the Lender contained in this Plan of Exchange (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 the Lender in all material respects of all covenants and agreements of the Lender required to be performed by it pursuant to this Plan of Exchange;
(b) upon there not being threatened, pending, or in effect any proceeding, law or order, ruling, judgment or writ of any court or public or governmental authority:
(i) restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Plan of Exchange; or
(ii) asserting that the transactions contemplated by this Plan of Exchange are subject to the registration requirements of the Securities Act; or
(iii) no Stop Order suspending the sale of the Issuer's Securities having been issued, and no proceedings for that purpose shall having been commenced or being pending.
