Conditions to the Obligation of the Company to Consummate the Closing Sample Clauses

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Purchaser the Shares and the Warrants to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent (or waiver by the Company): (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) The Registration Rights Agreement shall have been executed by the Purchaser and delivered to the Company. (c) Such Purchaser shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The sale of the Shares and the Warrants by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have been suspended from trading on the NASDAQ National Market or the Toronto Stock Exchange. (g) The Company shall have received an executed agreement (which may be a counterpart signature to this Agreement) from the Purchaser to purchase, in accordance with this Agreement, the number of Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the Closing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be on, and have, such terms and conditions as the Company shall determine in i...

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell the Purchase Shares to the Purchaser at the Closing is subject to the satisfaction of the following conditions precedent:

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Investor the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of the Investor contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) The Registration Rights Agreement and the Escrow Agreement shall have been executed and delivered by the Investor. (c) The Investor shall have performed all obligations and conditions required to be performed or observed by the Investor under this Agreement and the other Transaction Documents on or prior to the Closing Date.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions contemplated hereby and issue and deliver the Subject Shares to the Investor at the Closing, is subject to the satisfaction, or due waiver in writing by the Company, of the following conditions precedent: (a) the Investor shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date; (b) the representations and warranties of the Investor contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Sections 4.1, 4.2 and 4.5 which shall be true and correct in all respects) as of the Closing Date (except in the case of representations and warranties that are made as of a specified date, which shall be true and correct in all respects as of such specified date); and (c) the Investor shall have delivered, or caused to be delivered, to the Company at or prior to the Closing, as applicable, the Investor’s closing deliverables described in Section 2.4 hereof.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to each Investor the Notes to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of such Investor contained in Section 4 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). Such Investor shall have performed and complied in all material respects with all obligations, covenants and conditions to be performed and complied with by such Investor under this Agreement on or prior to the Closing Date. (b) (i) The Escrow Agent shall have delivered to the Company an amount equal to the Escrow Deposit Amount or, in the event the Escrow Amount is less than Escrow Deposit Amount, the Escrow Amount and (ii) each Exhibit A-1 Investor shall have delivered to the Company an amount equal to the purchase price set forth opposite such Investor's name on Exhibit A attached hereto under the heading "Purchase Price." (c) The sale of the Notes by the Company shall not be prohibited or enjoined by any law or governmental or court order or regulation. (d) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (e) The Trustee shall have executed and delivered the Base Indenture in the form filed as an exhibit to the Registration Statement and the First Supplemental Indenture in the form attached hereto as Exhibit D and the Trustee shall have executed and delivered a certificate of authentication with respect to the Notes. (f) The Company shall have accepted for payment at least $177,270,500 aggregate principal amount of the Company's 2.875% Convertible Senior Notes due 2010 and at least $240,833,000 aggregate principal amount of the Company's 6% Convertible Subordinated Notes due 2010 in the Tender Offers for such notes. (g) Southeastern shall have executed and delivered a certificate confirming the accuracy of its representations in that certain certificate delivered pursuant to Section 4.6(a), regarding the beneficial ownership by Southeastern of certain shares of Common Stock. Each Inve...

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to each Purchaser the Notes to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the conditions precedent set forth in this Section 6.2. (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date, with the same force and effect as though made on and as of Closing Date (it being understood and agreed by the Company that, in the case of any representation and warranty of such Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects). (b) Such Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by such Purchaser on or prior to the Closing Date. (c) To the extent the Company and the Purchasers agree is reasonably required, the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period shall have been received by the Company and the Purchasers. Each Purchaser's obligations under this Section 6.2 shall be several and independent from the obligations of each other Purchaser; and the failure by any Purchaser to fulfill or comply with any of the conditions set forth in this Section 6.2 shall not affect the obligations of the Company to any other Purchaser to consummate the transactions contemplated by this Agreement.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Investor the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of the Investor contained herein shall be true and correct on the date of the Closing with the same force and effect as though made on the date of the Closing. (b) The Escrow Agreement shall have been executed and delivered by the Investor and the Escrow Agent. (c) The Company and CVC shall have executed and delivered the Securities Redemption Agreement. (d) The Investor shall have performed all obligations and conditions required to be performed or observed by the Investor under this Agreement and the other Transaction Documents on or prior to the Closing.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to the Purchasers the Shares pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent: (a) each Purchaser shall have executed and delivered each Transaction Agreement to which such Purchaser is a party; and (b) the Certificate of Designation shall have been duly filed and accepted by the Secretary of State of the State of Delaware.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to issue and sell to the Investor the Preferred Stock to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent: (a) The Investor shall have paid the purchase price. (b) The sale of the Preferred Stock by the Company shall bot be prohibited or enjoined by any law or governmental or court order or retulation.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell the Shares to any Purchaser at the Closing is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of such Purchaser contained herein shall be true and correct in all respects on and as of the Closing Date. (b) Such Purchaser shall have performed all obligations and conditions herein required to be performed or complied with by such Purchaser on or prior to the Closing Date. (c) No proceeding challenging this Agreement or the Transaction Documents, or the transactions contemplated hereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official or shall be pending against or involving such Purchaser. (d) The sale of the Shares by the Company shall not be prohibited by any law, rule, governmental order or regulation.. (e) The Company shall have received Stockholder Approval.