CONDITIONS TO THE OBLIGATION OF THE. COMPANY TO CLOSE The obligations of the Company to issue and sell the Senior Convertible Notes and the Warrants and to perform its other obligations hereunder, shall be subject to the satisfaction as determined by, or waiver by, the Company of the following conditions on or before the Closing Date:
CONDITIONS TO THE OBLIGATION OF THE. SELLER TO CONSUMMATE THE TRANSACTIONS TO BE CONSUMMATED HEREUNDER AT THE CLOSING. The obligations of the Seller to consummate the transactions to be consummated hereunder at the Closing are subject to the following conditions (unless waived by the Seller in its discretion):
CONDITIONS TO THE OBLIGATION OF THE. Company With Respect To the Primary Purchaser Purchased Shares. The obligation of the Company to consummate the Closing with respect to the Primary Purchaser Purchased Shares is subject to the satisfaction (or waiver by the Company) of the following further conditions:
(1) Each of the representations and warranties of the Primary Purchaser set forth in this Agreement that is qualified as to materiality or material adverse effect shall be true and correct, and each of the representations and warranties of the Primary Purchaser set forth in this Agreement that is not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date).
(2) The Primary Purchaser shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date.
(3) The Primary Purchaser shall have delivered to the Company the Service Agreements duly executed by the Primary Purchaser.
(4) The Primary Purchaser shall have delivered to the Company the Stockholders Agreement duly executed by the Primary Purchaser.
(5) The Primary Purchaser shall have delivered to the Company the Registration Rights Agreement duly executed by the Primary Purchaser.
(6) The Primary Purchaser shall have delivered to the Company an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Primary Purchaser, dated the Closing Date, substantially in the form attached hereto as Exhibit L.
(7) The Primary Purchaser shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer of the Primary Purchaser, certifying as to the fulfillment of the conditions set forth in clauses (a) and (b) of this Section 7.3.
CONDITIONS TO THE OBLIGATION OF THE. PURCHASER TO PURCHASE THE SECURITIES The obligation of the Purchaser to purchase the Securities, to pay the Purchase Price therefor and to perform any obligations hereunder on the Closing Date (unless otherwise specified) shall be subject to the satisfaction as determined by, or waiver by, the Purchaser of the following conditions on or before the Closing Date:
CONDITIONS TO THE OBLIGATION OF THE. COMPANY TO CLOSE AT THE FIRST CLOSING ------------------------------------- The obligations of the Company to issue and sell the Preferred Shares to a Purchaser, and to consummate the transactions contemplated herein on the First Closing Date with respect to such Purchaser, shall be subject to the satisfaction or waiver of the following conditions on or before the First Closing Date:
CONDITIONS TO THE OBLIGATION OF THE. Senior Lenders to Effect the Loan Exchange. The obligation of the Senior Lenders to effect the Loan Exchange is subject to the satisfaction or waiver at or prior to consummation of the Loan Exchange of each of the following conditions:
CONDITIONS TO THE OBLIGATION OF THE. Company The obligation of the Company to consummate the Merger is subject to the satisfaction of the following further condition: (a) except as affected by actions specifically permitted by this Agreement, the representations and warranties of Parent contained in this Agreement (x) that are qualified by materiality or Parent Material Adverse Effect shall be true at and as of the Effective Time as if made at and as of such time (except in respect of representations made as of a specified date which shall be required to be true as of such specified date), and (y) that are not qualified by materiality or Parent Material Adverse Effect shall be true in all material respects at and as of the Effective Time as if made at and as of such time (except in respect of representations and warranties made as of a specific date which shall be true in all material respects as of such specified date); and (b) Parent shall have performed and complied with each agreement and covenant required by this Agreement to be performed or complied with by it with such exceptions as would not in the aggregate have a Parent Material Adverse Effect.
CONDITIONS TO THE OBLIGATION OF THE. Investors to Consummate the Closing. The several obligations of each Investor to consummate the transactions to be consummated at the Closing, are subject to the satisfaction of the following conditions precedent:
(a) The representations and warranties of the Company contained in Section 3 of this Agreement shall be true and correct in all material respects on the date hereof and on the Closing Date as though made on the Closing Date (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date).
(b) The Company shall have delivered the Shares and paid the cash deliverable and payable to such Investor.
(c) The transactions contemplated by this Agreement shall not be prohibited or enjoined by any law or governmental or court order or regulation.
CONDITIONS TO THE OBLIGATION OF THE. UWS ENTITIES TO CLOSE The obligations of the UWS Entities to consummate the transactions contemplated herein shall be subject to the satisfaction, on or prior to the Closing Date, of all of the following conditions (any of which may be waived by the UWS Entities):
CONDITIONS TO THE OBLIGATION OF THE. Purchasers The several obligations of each Purchaser to consummate the transactions to be consummated at the Closing, and to purchase and pay for the Shares being purchased by it at the Closing pursuant to this Agreement, are subject to the satisfaction or waiver in writing of the following conditions precedent:
