Conditions to the Obligation of the Purchasers. to Consummate each Closing. The obligation of each Purchaser to consummate the transactions to be consummated at a Closing and to purchase and pay for the Shares being purchased by it at such Closing pursuant to this Agreement is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained herein of the Company 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 (i) 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 6.1 (a) or (ii) which is made as of a specific date, such representation and warranty need be true and correct only as of such specific date in order to satisfy as to such representation and warranty the condition precedent set forth in the foregoing provisions of this Section 6.1(a)), provided, however, .that the occurrence of any event or circumstance specified on Schedule 6.1(a) hereto between the date hereof and the applicable Closing Date shall not be deemed to result in any representation or warranty in this Agreement being untrue or incorrect on and as of such Closing Date. (b) 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 such Closing Date. (c) The Purchasers shall have received a certificate, dated such Closing Date, signed by each of the President and the Chief Financial Officer of the Company, certifying on behalf of the Company, that the conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled. (d) The Registration Rights Agreement shall have been executed and delivered by the Company. (e) The purchase of and payment for the Shares by the Purchasers shall not be prohibited or enjoined by any law or governmental or court order or regulation. (f) The Purchasers shall have received from the Company's counsel, Xxxx and Xxxx LLP, an opinion substantially in the form of EXHIBIT D hereto. (g) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at such Closing shall be reasonably satisfactory in form and substance to the Purchasers and their counsel, Xxxxxxx Xxxx & Xxxxxxxxx, and the Purchasers and their counsel shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchasers or their counsel may have reasonably requested in connection with such transactions. (h) The waiting period under the HSR Act shall have expired or been terminated. (i) The Certificate of Designation shall have been filed by the Company with the Secretary of State of the State of Delaware. (j) In the case of the Second Closing, the Common Stock Charter Amendment shall have been approved by the Company's stockholders and filed by the Company with the Secretary of State of the State of Delaware. (k) The Company shall have filed an Additional Listing Application with the Nasdaq National Market for the shares of Common Stock to be issued upon conversion of the Shares purchased at such Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Warburg Pincus Equity Partners Lp)
Conditions to the Obligation of the Purchasers. to Consummate each Closing. The obligation obligations of each Purchaser the Purchasers to consummate the transactions to be consummated at a Closing the Closing, and to purchase and pay for the Shares Notes being purchased by it at such the Closing pursuant to this Agreement is Agreement, are subject to the satisfaction or waiver of the following conditions precedent:
(a) The representations and warranties contained herein of the Company contained in Section 3.1, Section 3.4, Section 3.5, Section 3.6(i), Section 3.22 and Section 3.23 hereof (each a “Fundamental Representation”) 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 thatthe Purchasers that for purposes of this Section 6.1(a), in the case of any representation and warranty of the Company contained herein (i) 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 6.1 (a) or (ii) which is made as of a specific date, such representation and warranty need be true and correct only as of such specific date in order to satisfy as to such representation and warranty the condition precedent set forth in the foregoing provisions of this Section 6.1(adate)), provided, however, .that the occurrence of any event or circumstance specified on Schedule 6.1(a) hereto between the date hereof and the applicable Closing Date shall not be deemed to result in any representation or warranty in this Agreement being untrue or incorrect on and as of such Closing Date.
(b) 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 such Closing Date.
(c) The Purchasers shall have received a certificate, dated such Closing Date, signed by each of the President and the Chief Financial Officer of the Company, certifying on behalf of the Company, that the conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled.
(d) The Registration Rights Agreement shall have been executed and delivered by the Company.
(e) The purchase of and payment for the Shares Notes by the Purchasers shall not be prohibited or enjoined by any law or governmental or court order or regulation.
(c) The Company and the Trustee shall have executed and delivered the Indenture to the Purchasers and the Company shall have executed and delivered the Notes to the Purchasers.
(d) The Company shall have executed and delivered the Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Registration Rights Agreement”) to the Purchasers.
(e) The Purchasers shall have received from Shearman & Sterling LLP, United States counsel to the Company, an opinion in form and substance reasonably satisfactory to the Purchasers concerning the matters set forth on Exhibit C-1.
(f) The Purchasers shall have received from Xxxxxx and Xxxxxx, Cayman Islands special counsel to the Company's counsel, Xxxx and Xxxx LLP, an opinion substantially in form and substance reasonably satisfactory to the form of EXHIBIT D heretoPurchasers concerning the matters set forth on Exhibit C-2.
(g) All instruments and corporate proceedings in connection with The Purchasers shall have received from TransAsia Lawyers, PRC special counsel to the transactions contemplated by this Agreement to be consummated at such Closing shall be reasonably satisfactory Company, an opinion in form and substance reasonably satisfactory to the Purchasers and their counsel, Xxxxxxx Xxxx & Xxxxxxxxx, and concerning the Purchasers and their counsel shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchasers or their counsel may have reasonably requested in connection with such transactionsmatters set forth on Exhibit C-3.
(h) The waiting period under the HSR Act shall have expired or been terminated.
(i) The Certificate of Designation shall have been filed by the Company with the Secretary of State of the State of Delaware.
(j) In the case of the Second Closing, the Common Stock Charter Amendment shall have been approved by the Company's stockholders and filed by the Company with the Secretary of State of the State of Delaware.
(k) The Company shall have filed an Additional Listing Application with delivered to Purchasers the Nasdaq National Market for the shares of Common Stock written consent from Baidu, Inc., required pursuant to be issued upon conversion Section 7(9) of the Shares purchased at such Closing.US$300 Million Credit Facility Contract, dated as of February 24, 2014, by and between the Company and Baidu, Inc.
Appears in 1 contract
Samples: Note Purchase Agreement (Qunar Cayman Islands Ltd.)
Conditions to the Obligation of the Purchasers. to Consummate each Closing. The obligation obligations of each Purchaser the Purchasers to consummate the transactions to be consummated at a Closing the Closing, and to purchase and pay for the Shares Securities being purchased by it them at such the Closing pursuant to this Agreement is Agreement, are subject to the satisfaction or waiver of the following conditions precedent:
(a) The representations and warranties contained herein of the Company shall be true and correct on and as of the Closing Date 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 the Purchasers that, in the case of any representation and warranty of the Company contained herein (i) 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 6.1 (a) or (ii) which is made as of a specific date, such representation and warranty need be true and correct only as of such specific date in order to satisfy as to such representation and warranty the condition precedent set forth in the foregoing provisions of this Section 6.1(arespects)), provided, however, .that the occurrence of any event or circumstance specified on Schedule 6.1(a) hereto between the date hereof and the applicable Closing Date shall not be deemed to result in any representation or warranty in this Agreement being untrue or incorrect on and as of such Closing Date.
(b) 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 such the Closing Date.
(c) The Purchasers shall have received a certificate, dated such the Closing Date, Date and signed by each of the President and Chief Executive Officer or the Chief Financial Officer of the Company, certifying on behalf of the Company, Company that the conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled.
(d) The Registration Rights Agreement shall have been executed and delivered by the Company.
(e) The purchase of and payment for the Shares Notes by the Purchasers shall not be prohibited or enjoined by any law or governmental or court order or regulation.
(e) The Company shall have executed and delivered the Supplemental Indenture in substantially the form attached hereto as Exhibit A to the Purchasers and the Company shall have executed and delivered the Notes to the Purchasers.
(f) The Company shall have executed and delivered the Registration Rights Agreement Amendment in substantially the form attached hereto as Exhibit B to the Purchasers.
(g) The Purchasers shall have received from Xxxxxx & Xxxxxx LLP, counsel to the Company's counsel, Xxxx and Xxxx LLP, an opinion in substantially in the form of EXHIBIT D hereto.
(g) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at such Closing shall be reasonably satisfactory in form and substance to the Purchasers and their counsel, Xxxxxxx Xxxx & Xxxxxxxxx, and the Purchasers and their counsel shall have received copies (executed or certified, attached hereto as may be appropriate) of all documents which the Purchasers or their counsel may have reasonably requested in connection with such transactions.Exhibit D.
(h) The waiting period under the HSR Act shall have expired or been terminated.[Reserved]
(i) The Certificate On or prior to the Closing, each of Designation the conditions to the effectiveness of the Credit Agreement Amendment shall have been filed satisfied or waived, the Company shall have delivered to the Purchasers counterparts to the Credit Agreement Amendment executed by the Company with and the Secretary of State Subsidiaries of the State of DelawareCompany party thereto and the Credit Agreement Amendment shall be in full force and effect.
(j) In The Closing shall occur no earlier than the case date that is one (1) business day following the date of this Agreement and notice thereof shall be provided to the Purchasers no earlier than the date of this Agreement.
(k) The transactions contemplated hereby (including the issuance of Common Stock upon conversion of the Second Closing, the Common Stock Charter Amendment Notes) shall have been approved by the Company's stockholders and filed by the Company with the Secretary Board of State Directors for purposes of Section 203 of the State of DelawareDelaware General Corporation Law in a manner acceptable to the Purchasers.
(kl) The Company shall have filed an Additional Listing Application with taken all action necessary, in a manner acceptable to the Nasdaq National Market for Purchasers, such that the shares transactions contemplated hereby (including the issuance of Common Stock to be issued upon conversion of the Shares purchased at such ClosingNotes) will not cause any holder of any capital stock, or any rights to acquire capital stock, of the Company to acquire an exercisable right to acquire any preferred stock of the Company (including pursuant to that certain Rights Agreement, dated as of January 27, 2017, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, as the same may be amended or replaced from time to time).
Appears in 1 contract
Samples: Securities Purchase Agreement (Gastar Exploration Inc.)
Conditions to the Obligation of the Purchasers. to Consummate each Closing. The obligation obligations of each Purchaser the Purchasers to consummate the transactions to be consummated at a Closing the Closing, and to purchase and pay for the Shares Securities being purchased by it them at such the Closing pursuant to this Agreement is Agreement, are subject to the satisfaction or waiver of the following conditions precedent:
(a) The representations and warranties contained herein of the Company shall be true and correct on and as of the Closing Date 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 the Purchasers that, in the case of any representation and warranty of the Company contained herein (i) 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 6.1 (a) or (ii) which is made as of a specific date, such representation and warranty need be true and correct only as of such specific date in order to satisfy as to such representation and warranty the condition precedent set forth in the foregoing provisions of this Section 6.1(arespects)), provided, however, .that the occurrence of any event or circumstance specified on Schedule 6.1(a) hereto between the date hereof and the applicable Closing Date shall not be deemed to result in any representation or warranty in this Agreement being untrue or incorrect on and as of such Closing Date.
(b) 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 such the Closing Date.
(c) The Purchasers shall have received a certificate, dated such the Closing Date, Date and signed by each of the President and Chief Executive Officer or the Chief Financial Officer of the Company, certifying on behalf of the Company, Company that the conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled.
(d) The Registration Rights Agreement shall have been executed and delivered by the Company.
(e) The purchase of and payment for the Notes and the Firm Shares by the Purchasers shall not be prohibited or enjoined by any law or governmental or court order or regulation.
(e) The Company and the Trustee shall have executed and delivered the Indenture to the Purchasers and the Company shall have executed and delivered the Notes and issued and delivered the Firm Shares to the Purchasers.
(f) The Company shall have executed and delivered the Registration Rights Agreement in substantially the form attached hereto as Exhibit B to the Purchasers.
(g) The Purchasers shall have received from Xxxxxx & Xxxxxx LLP, counsel to the Company's counsel, Xxxx and Xxxx LLP, an opinion substantially in covering the form of EXHIBIT matters set forth on Exhibit D hereto.
(g) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at such Closing shall be reasonably satisfactory in form and substance reasonably satisfactory to the Purchasers and their counsel, Xxxxxxx Xxxx & Xxxxxxxxx, and the Purchasers and their counsel shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchasers or their counsel may have reasonably requested in connection with such transactionsPurchasers.
(h) The waiting period under the HSR Act Purchasers shall have expired or been terminatedreceived from Xxxxxx & Xxxxxx LLP, counsel to the Company, an opinion covering collateral matters in form and substance reasonably satisfactory to the Purchasers.
(i) The Certificate of Designation Purchasers shall have been filed by received from Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., local Oklahoma counsel to the Company with Company, an opinion in form and substance reasonably satisfactory to the Secretary of State of the State of DelawarePurchasers.
(j) In The Company shall have caused each person listed on Schedule I hereto to furnish to the case Purchasers a letter agreement in substantially the form attached hereto as Exhibit E.
(k) On or prior to the Closing, each of the Second Closingconditions to the effectiveness of the Credit Agreement shall have been satisfied or waived (other than the concurrent issuance of the Notes and the Firm Shares hereunder), the Company shall have delivered to the Purchasers counterparts to the Credit Agreement executed by the Company and the Subsidiaries of the Company party thereto and the Credit Agreement shall be in full force and effect.
(l) The Company shall have taken all actions required to call for redemption and to satisfy and discharge the Senior Secured Notes substantially simultaneously with the Closing.
(m) The Collateral Agent shall have received (i) the Security Agreement, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements, necessary to create first priority Liens (as defined in the Indenture), subject in priority only to Permitted Prior Liens (as defined in the Indenture), in all of the Collateral in which a security interest is required to be granted in favor of the Collateral Agent pursuant to the Security Instruments, including all of the Equity Interests (as defined in the Indenture) of each Subsidiary now or hereafter owned by the Company or any Subsidiary, (ii) a Mortgage covering each of the Mortgaged Properties, (iii) each Control Agreement and (iv) the Intercreditor Agreement.
(n) The Purchasers and their counsel shall be reasonably satisfied that there are no Liens (as defined in the Indenture) on the Collateral other than Permitted Liens (as defined in the Indenture).
(o) The Closing shall occur no earlier than the date that is fifteen (15) business days following the date of this Agreement and notice thereof shall be provided to the Purchasers no earlier than the date of this Agreement.
(p) The transactions contemplated hereby (including the issuance of Common Stock Charter Amendment upon conversion of the Notes and any acquisition of Common Stock pursuant to Section 5.10) shall have been approved by the Company's stockholders and filed by the Company with the Secretary Board of State Directors for purposes of Section 203 of the State of DelawareDelaware General Corporation Law in a manner acceptable to the Purchasers.
(kq) The Company shall have filed an Additional Listing Application with taken all action necessary, in a manner acceptable to the Nasdaq National Market for Purchasers, such that the shares transactions contemplated hereby (including the issuance of Common Stock to be issued upon conversion of the Shares purchased at such ClosingNotes and any acquisition of Common Stock pursuant to Section 5.10) will not cause any holder of any capital stock, or any rights to acquire capital stock, of the Company to acquire an exercisable right to acquire any preferred stock of the Company (including pursuant to that certain Rights Agreement, dated as of January 27, 2017, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, as the same may be amended or replaced from time to time).
Appears in 1 contract
Samples: Securities Purchase Agreement (Gastar Exploration Inc.)
Conditions to the Obligation of the Purchasers. to Consummate each Closing. The obligation several obligations of each Purchaser to consummate the transactions to be consummated at a Closing the Closing, and to purchase and pay for the Shares Securities being purchased by it at such the Closing pursuant to this Agreement is Agreement, are subject to the satisfaction or waiver of the following conditions precedent:
(a) The representations and warranties contained herein 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 thatthat for purposes of this Section 6.1(a), in the case of any representation and warranty of the Company contained herein (i) 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 6.1 (a) or (ii) which is made as of a specific date, such representation and warranty need be true and correct only as of such specific date in order to satisfy as to such representation and warranty the condition precedent set forth in the foregoing provisions of this Section 6.1(adate)), provided, however, .that the occurrence of any event or circumstance specified on Schedule 6.1(a) hereto between the date hereof and the applicable Closing Date shall not be deemed to result in any representation or warranty in this Agreement being untrue or incorrect on and as of such Closing Date.
(b) 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 such the Closing Date.
(c) The Purchasers Each Purchaser shall have received a certificate, dated such the Closing Date, signed by each of the President Chief Executive Officer and the Chief Financial Officer of the Company, certifying on behalf of the Company, Company that the conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled.
(d) The Registration Rights Agreement shall have been executed and delivered by the Company.
(e) The purchase of and payment for the Shares Securities by the Purchasers each Purchaser shall not be prohibited or enjoined by any law or governmental or court order or regulation.
(e) The Company shall have furnished all required materials to the Transfer Agent to reflect the issuance of the Securities at the Closing.
(f) The Company shall have executed and delivered the Registration Rights Agreement in the form attached hereto as Exhibit B (the “Registration Rights Agreement”) to the Purchasers.
(g) The Purchasers shall have received from counsel to the Company's counsel, Xxxx and Xxxx LLP, an opinion substantially in the form of EXHIBIT D attached as Exhibit C hereto.
(g) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at such Closing shall be reasonably satisfactory in form and substance to the Purchasers and their counsel, Xxxxxxx Xxxx & Xxxxxxxxx, and the Purchasers and their counsel shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchasers or their counsel may have reasonably requested in connection with such transactions.
(h) The waiting period under the HSR Act Securities shall have expired or been terminated.approved for listing on the Nasdaq Global Market, subject to official notice of issuance
(i) The Certificate of Designation Bosun S. Xxx shall have been filed by elected to the Company with Board of Directors and the Secretary of State of the State of Delaware.
(j) In the case of the Second Closing, the Common Stock Charter Amendment shall have been approved by the Company's stockholders and filed by the Company with the Secretary of State of the State of Delaware.
(k) The Company shall have filed entered into an Additional Listing Application indemnification agreement with the Nasdaq National Market for the shares of Common Stock Mx. Xxx in a form satisfactory to be issued upon conversion of the Shares purchased at such ClosingSailing and Mx. Xxx.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cellular Biomedicine Group, Inc.)
Conditions to the Obligation of the Purchasers. The obligations of the Purchasers to Consummate each Closing. The obligation of each Purchaser to consummate effect the transactions to be consummated at a Closing and to purchase and pay for the Shares being purchased by it at such Closing pursuant to this Agreement is subject to the satisfaction or waiver of the following additional conditions precedenton the Closing Date:
(a) The All representations and warranties contained herein of the Company Seller contained in this Agreement which are not qualified as to materiality shall be true and correct on in all material respects, and all representations and warranties contained in this Agreement which are so qualified as of the Closing Date to materiality shall be true and correct (in each case with the same force and effect as though if such representations and warranties were made on anew at and as of the Closing Date (it being understood and agreed by each Purchaser thatDate, in the case of any representation and warranty of the Company contained herein except (i) which is not hereinabove qualified to the extent that such representations and warranties are by application thereto their express provisions made as 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 date of this Section 6.1 (a) Agreement or another specified date, and (ii) for the effect of any activities or transactions which is made as of a specific date, such representation and warranty need be true and correct only as of such specific may have taken place after the date in order to satisfy as to such representation and warranty the condition precedent set forth in the foregoing provisions of this Section 6.1(aAgreement which are contemplated by this Agreement)), provided, however, .that the occurrence of any event or circumstance specified on Schedule 6.1(a) hereto between the date hereof and the applicable Closing Date shall not be deemed to result in any representation or warranty in this Agreement being untrue or incorrect on and as of such Closing Date.;
(b) 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 such Closing Date.
(c) The Purchasers shall have received a certificate, dated such Closing Date, signed by each certificate of the President and the Chief Financial Officer of the Company, certifying on behalf of the Company, that the conditions specified in Seller to the foregoing Sections 6.1(aeffect;
(c) All agreements, covenants and (b) obligations required by the terms of this Agreement to be performed and complied with by the Seller on or before the Closing Date shall have been fulfilled.so performed or complied with in all material respects;
(d) The Registration Rights Agreement Purchasers shall have received copies of the Fund Agreement and the Operative Documents related to the Seller LLC Interest being sold at the Closing, and such other instruments of sale, transfer, conveyance and assignment as are necessary to effect the transfer of the Seller LLC Interest to be transferred at the Closing and the Purchasers shall, upon consummation of and subject to the Closing, have been executed granted the same or similar rights as the Fund Agreement and delivered by the Company.Operative Documents provided the Seller with respect to the Seller LLC Interest; and
(e) The purchase of Purchasers shall have received an updated Exhibit A attached hereto, updated to reflect all Distributions and payment for Capital Contributions related to the Shares Seller LLC Interest being sold at the Closing made during the period commencing on the Account Balance Date and ending on the Closing Date (including without limitation any such Distributions and Capital Contributions made after the date hereof and prior to the Closing), and all management fees and expenses paid prior to the Closing by the Purchasers shall not Seller related to the Seller LLC Interest being sold at the Closing, in advance prior to the Account Balance Date with respect to management services rendered or to be prohibited or enjoined by any law or governmental or court order or regulationrendered after the Account Balance Date.
(f) The Purchasers Fund Agreement shall have received from the Company's counsel, Xxxx be amended and Xxxx LLP, an opinion substantially restated in the form of EXHIBIT D its entirety as set forth on Exhibit C attached hereto.
(g) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at such Closing shall be reasonably satisfactory in form and substance to the Purchasers and their counsel, Xxxxxxx Xxxx & Xxxxxxxxx, and the Purchasers and their counsel shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchasers or their counsel may have reasonably requested in connection with such transactions.
(h) The waiting period under the HSR Act shall have expired or been terminated.
(i) The Certificate of Designation shall have been filed by the Company with the Secretary of State of the State of Delaware.
(j) In the case of the Second Closing, the Common Stock Charter Amendment shall have been approved by the Company's stockholders and filed by the Company with the Secretary of State of the State of Delaware.
(k) The Company shall have filed an Additional Listing Application with the Nasdaq National Market for the shares of Common Stock to be issued upon conversion of the Shares purchased at such Closing.
Appears in 1 contract
Samples: Purchase, Sale and Assignment Agreement (First Albany Companies Inc)
Conditions to the Obligation of the Purchasers. to To Consummate each the Closing. The obligation of each Purchaser to consummate the transactions to be consummated at a Closing and to purchase and pay for the Shares Securities being purchased by it at such Closing pursuant to this Agreement is subject to the satisfaction of the following conditions precedent:
(a) The representations and warranties contained herein 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 (i) 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 6.1 (a) or (ii) which is made as of a specific date, such representation and warranty need be true and correct only as of such specific date in order to satisfy as to such representation and warranty the condition precedent set forth in the foregoing provisions of this Section 6.1(a5.1(a)), provided, however, .that the occurrence of any event or circumstance specified on Schedule 6.1(a) hereto between the date hereof and the applicable Closing Date shall not be deemed to result in any representation or warranty in this Agreement being untrue or incorrect on and as of such Closing Date.
(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 such the Closing Date.
(c) The Purchasers shall have received a certificate, dated such Closing Date, signed by each of the President and the Chief Financial Officer of the Company, certifying on behalf of the Company, that the conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled.
(d) The Registration Rights No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or delay the Closing, shall have been executed instituted before any court, arbitrator or governmental body, agency or official and delivered by the Companyshall be pending.
(e) The purchase of and payment for the Shares Securities by the Purchasers shall not be prohibited or enjoined by any law or governmental or court 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's counsel, Xxxx and Xxxx LLP, an opinion substantially Company in the form of EXHIBIT D hereto.attached hereto as Exhibit C.
(g) All instruments The Purchasers shall have received a certificate executed by the chief executive officer and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at such chief financial or accounting officer of the Company, dated the Closing shall be reasonably satisfactory Date, in form and substance reasonably satisfactory to the Purchasers Purchasers, to the effect that (i) the representations and their counsel, Xxxxxxx Xxxx & Xxxxxxxxx, warranties of the Company set forth in Section 3 of this Agreement are true and correct as of the Purchasers Closing Date and their counsel shall have received copies (executed ii) the Company has complied in all material respects with all the agreements and satisfied all the conditions herein on its part to be performed or certified, as may be appropriate) of all documents which the Purchasers satisfied on or their counsel may have reasonably requested in connection with prior to such transactionsClosing Date.
(h) The waiting period under the HSR Act Purchasers shall have expired or been terminatedreceived a certificate executed by the secretary of the Company, dated the Closing Date, certifying as to the authenticity and effectiveness of the actions of the Company's Board of Directors in approving the transactions contemplated hereby and the validity of the Restated Certificate and the Bylaws.
(i) The Certificate of Designation Company shall have been filed by executed and delivered a definitive Purchase Agreement (the "Notes Purchase Agreement") related to the offer and sale of Convertible Notes for aggregate proceeds to the Company with the Secretary of State of the State of Delawarenot less than $75,000,000.
(j) In the case of the Second Closing, the Common Stock Charter Amendment shall have been approved by the Company's stockholders and filed by the Company with the Secretary of State of the State of Delaware.
(k) The Company shall have filed an Additional Listing Application with increased the Nasdaq National Market for size of its board of directors to eight (8) directors and shall have appointed Xxxxxx X. Xxxx to the shares of Common Stock to be issued upon conversion of the Shares purchased at directorship created by such Closingincrease.
Appears in 1 contract
Conditions to the Obligation of the Purchasers. to To Consummate each the Closing. The obligation of each Purchaser to consummate the transactions to be consummated at a Closing and to purchase and pay for the Shares Securities being purchased by it at such Closing pursuant to this Agreement is subject to the satisfaction of the following conditions precedent:
(a) The representations and warranties contained herein 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 (i) 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 6.1 (a) or (ii) which is made as of a specific date, such representation and warranty need be true and correct only as of such specific date in order to satisfy as to such representation and warranty the condition precedent set forth in the foregoing provisions of this Section 6.1(a5.1(a)), provided, however, .that the occurrence of any event or circumstance specified on Schedule 6.1(a) hereto between the date hereof and the applicable Closing Date shall not be deemed to result in any representation or warranty in this Agreement being untrue or incorrect on and as of such Closing Date.
(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 such the Closing Date.
(c) The Purchasers shall have received a certificate, dated such Closing Date, signed by each of the President and the Chief Financial Officer of the Company, certifying on behalf of the Company, that the conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled.
(d) The Registration Rights No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or delay the Closing, shall have been executed instituted before any court, arbitrator or governmental body, agency or official and delivered by the Companyshall be pending.
(e) The purchase of and payment for the Shares Securities by the Purchasers shall not be prohibited or enjoined by any law or governmental or court 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's counsel, Xxxx and Xxxx LLP, an opinion substantially Company in the form of EXHIBIT D hereto.attached hereto as Exhibit C.
(g) All instruments Purchasers shall have received a certificate executed by the chief executive officer and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at such chief financial or accounting officer of the Company, dated the Closing shall be reasonably satisfactory Date, in form and substance reasonably satisfactory to the Purchasers Purchasers, to the effect that (i) the representations and their counsel, Xxxxxxx Xxxx & Xxxxxxxxx, warranties of the Company set forth in Section 3 of this Agreement are true and correct as of the Purchasers Closing Date and their counsel shall have received copies (executed ii) the Company has complied in all material respects with all the agreements and satisfied all the conditions herein on its part to be performed or certified, as may be appropriate) of all documents which the Purchasers satisfied on or their counsel may have reasonably requested in connection with prior to such transactionsClosing Date.
(h) The waiting period under the HSR Act Purchasers shall have expired or been terminatedreceived a certificate executed by the secretary of the Company, dated the Closing Date, certifying as to the authenticity and effectiveness of the actions of the Company's Board of Directors in approving the transactions contemplated hereby and the validity of the Restated Certificate and the Bylaws.
(i) The Certificate of Designation Purchasers shall have been filed by executed the Company Agreement for the purchase of at least $25 million of Securities, and each Purchaser shall have purchased, in accordance with the Secretary of State of the State of Delaware.
(j) In the case of the Second Closingthis Agreement, the Common Stock Charter Amendment shall have been approved by the Company's stockholders number of Shares and filed by the Company with the Secretary of State of the State of Delaware.
(k) The Company shall have filed an Additional Listing Application with the Nasdaq National Market for the shares of Common Stock to be issued upon conversion of the Shares purchased at such Closing.Warrants set forth opposite his, her or its name on Exhibit A.
Appears in 1 contract
