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 Securities 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:
Conditions to the Obligation of the Purchasers. TO CLOSE -------------------------- The obligation of the Purchasers to purchase the Purchased Shares, to pay the purchase price therefor at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchasers of the following conditions on or before the Closing Date.
Conditions to the Obligation of the Purchasers. To Consummate the Closing. The obligation of each Purchaser to consummate the Closing and to purchase and pay for the Securities being purchased by it pursuant to this Agreement is subject to the satisfaction of the following conditions precedent:
(a) The representations and warranties of the Company 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 (it being understood and agreed by each Purchaser that, in the case of any representation and warranty of the Company 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 in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a)).
(b) The Registration Rights Agreement shall have been executed and delivered by the Company.
(c) The Company shall not have suffered any Material Adverse Effect prior to the Closing Date, and the Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by the Company 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 delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending.
(e) The purchase of and payment for the Securities by the Purchasers 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 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 Purchasers shall have received a legal opinion from counsel to the Company in the form attached hereto as Exhibit C.
(g) The Purchasers shall have received a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that (i) the representations and warranties of the Company set forth in Section 3 of this Agreement are true and correct ...
Conditions to the Obligation of the Purchasers. TO CLOSE --------------------------
5.1 GAP Purchasers' and Xxxxxxxx'x Conditions. The obligation ----------------------------------------- of the GAP Purchasers and Xxxxxxxx to purchase the GAP/Xxxxxxxx Purchased Shares, to pay the purchase price therefor at the First Closing and to perform their other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the GAP Purchasers and Xxxxxxxx of the following conditions on or before the First Closing Date:
Conditions to the Obligation of the Purchasers. TO CLOSE AT THE SECOND CLOSING ----------------------------------------- The obligation of each Purchaser to purchase the Second Preferred Shares to be purchased by it, to pay the Second Purchase Price at the Second Closing and to perform any obligations hereunder shall be subject to the satisfaction or waiver of the following conditions on or before the Second Closing Date:
Conditions to the Obligation of the Purchasers. TO CLOSE -------------------------- The obligation of the Purchasers to purchase the Purchased Shares to pay the purchase price therefor at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, Purchasers of the following conditions on or before the Closing Date.
5.1 FILING OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Amended and Restated Certificate of Incorporation shall have been duly filed by the Company with the Secretary of State of the State of Delaware in accordance with the General Corporation Law of the State of Delaware, and the Purchasers shall have received evidence of such filing in form and substance reasonably satisfactory to Purchasers.
Conditions to the Obligation of the Purchasers. TO CLOSE 5.1 Representation and Warranties 5.2 Compliance with this Agreement 5.3 Officer’s Certificate
Conditions to the Obligation of the Purchasers. TO CLOSE AT THE FIRST CLOSING ---------------------------------------- The obligation of each Purchaser to purchase the First Preferred Shares to be purchased by it, to pay the First Purchase Price to be paid by it at the First Closing and to perform any obligations hereunder 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 Purchasers. TO PURCHASE THE SHARES ---------------------- The obligation of the Purchasers to purchase the Initial Shares, the Investor Warrants, the Additional Shares or the Default Shares, as the case may be, to pay the purchase prices therefor at the applicable Closing and to perform any other obligations hereunder shall be subject to the satisfaction (unless waived by the Purchasers or, in the case of any Closing occurring after the First Closing, by the Majority Purchasers) of the following conditions on or before the applicable Closing Date (it being understood and agreed that, with respect to the First Closing, all of the conditions set forth in this Article 3 must be satisfied as of such Closing, and that with respect to each subsequent Closing, only the conditions set forth in Sections 3.1, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.13, 3.14, 3.15, 3.17, 3.18 and 3.21 must be satisfied as of such Additional Closing Date). In connection with the Additional Closings, the Company shall be permitted to update the Schedules referred to in Sections 5.15 (except in respect of clause (ix) thereof), 5.18, 5.19, 5.24, 5.27, 5.28 and 5.29 in order to reflect any changes that may result from any acquisitions of radio stations by the Company pursuant to Future Acquisition Agreements, or as otherwise consented to by Wallxx-Xxxxxx. Xx Purchaser shall be obligated to purchase any of the Shares to be purchased by it at the First Closing hereunder unless the purchase and sale of each of the other Shares required to be purchased at the First Closing hereunder occurs simultaneously therewith. However, with respect to each Additional Closing, the obligations of each Purchaser to purchase the Additional Shares to be purchased by it shall be separate and independent.
Conditions to the Obligation of the Purchasers. The obligation ----------------------------------------------------------- of each Purchaser to purchase and pay for the Units being purchased by it at any Closing is, at its option, subject to the satisfaction, on or before the date of such Closing, of the following conditions:
