Conditions to the Obligations of All Parties. The obligations of the parties under this Agreement are subject to the fulfillment or waiver of the following conditions: (a) There shall not have been issued and be in effect any order, decree or judgment of, or in, any court, tribunal of competent jurisdiction or governmental authority which makes the issue of the Total Issued Units or any of the other transactions contemplated by this Agreement illegal or invalid; (b) RHI Inc. shall have entered into the Underwriting Agreement with respect to the Initial Public Offering and all conditions to the consummation thereof shall have been, or will contemporaneously be, satisfied, except for conditions to be satisfied under this Agreement at the Initial Closing and, if applicable, the Optional Closing; (c) Holdings II shall have been recapitalized in the manner described in the Prospectus; and (d) The transactions described in the Prospectus under “Reorganization and offering transactions” shall have been completed prior to, or will be completed contemporaneously with, the execution of this Agreement.
Appears in 3 contracts
Samples: Membership Unit Subscription Agreement (RHI Entertainment, Inc.), Membership Unit Subscription Agreement (RHI Entertainment, Inc.), Membership Unit Subscription Agreement (RHI Entertainment, Inc.)