Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):
Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to purchase the Receivables is subject to the satisfaction of the following conditions:
Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):
(a) the representations and warranties of the Company in Section 3 that are qualified by “materiality” or “Material Adverse Effect” must be true and correct in all respects and the representations and warranties of the Company in Section 3 that are not so qualified must be true and correct in all material respects (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects), in each case, as of the date of this Agreement and as of the Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct as of such date);
(b) all of the covenants and agreements the Company is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects;
(c) all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or otherwise terminated;
(d) there must not be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummation;
(e) since the date of this Agreement, no Material Adverse Effect shall have occurred;
(f) the Company must have notified the Nasdaq Global Select Market of the issuance of the Shares; and
(g) the Commercial Agreement must remain in full force and effect.
Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to purchase the Shares shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions:
Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):
(a) The representations and warranties of the Seller in Article 3 must be true and correct in all respects as at Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been true and correct in all respects as of such date), except where the failure of such representations and warranties to be so true and correct (without regard for any “material,” “Material Adverse Effect” or similar qualification) would not, individually or in the aggregate, constitute a Material Adverse Effect;
(b) All of the covenants and obligations that the Seller is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects;
(c) The Seller must have delivered or caused to be delivered each document that Section 2.6(a) requires it to deliver;
(d) The Required Contracts shall not have been amended, modified or rescinded and shall be in full force and effect; and
(e) There shall not have occurred any event or condition of any character that has had, or is reasonably likely to have, a Material Adverse Effect since the date of this Agreement.
Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to purchase and pay for the Convertible Debentures being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:
Conditions to the Obligation of the Purchaser. Notwithstanding anything ---------------------------------------------- herein contained, the obligation of the Purchaser to complete the transactions provided for herein will be subject to the fulfillment of the condition that at or prior to the Closing Date the representations and warranties of the Vendor contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby shall be true and accurate on the Closing Date with the same force and effect as though such representations and warranties had been made as of the Closing Date (regardless of the date as of which the information in this Agreement or in any Schedule or other document made pursuant hereto is given), and the Vendor covenants to use its best efforts to ensure that such is fulfilled.
Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by the Purchaser on or prior to the Closing Date of each of the following conditions:
(a) Each of the representations and warranties of the Seller contained in Article III shall be true and correct in all respects, if qualified by materiality, and shall be true and correct in all material respects, if not qualified by materiality, at and as of the Closing Date with the same effect as though made at and as of such time. The Seller shall have duly performed and complied in all material respects with all covenants contained herein required to be performed or complied with by it at or before the Closing Date.
(b) All of the Conditions to Obligations of the Parties and Conditions to Obligations of the Parent set forth in Sections 9.2 and 9.4, respectively, of the Master Agreement shall have been satisfied or waived.
(c) CHC shall have delivered to the Purchaser a certificate, dated the Closing Date and signed by its President, Executive Vice President or a Senior Vice President, as to the fulfillment of the conditions set forth in Section 5.1(a), 5.1(b), it being understood that such certificate shall be deemed to have been delivered only in such officer’s capacity as an officer of CHC (and not in his or her individual capacity) and shall not entitle any party to assert a claim against such officer in his or her individual capacity.
Conditions to the Obligation of the Purchaser. TO CLOSE ------------------------------------ The obligation of the Purchaser to purchase the Subsequent Purchased Shares, to pay the purchase price therefor at the Subsequent Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchaser of the following conditions on or before the Subsequent Closing Date.
Conditions to the Obligation of the Purchaser. Unless otherwise waived in writing by the Purchaser, the obligation hereunder of the Purchase is subject to the satisfaction or waiver, at or before each Closing, of each of the conditions set forth below.
