Conditions to the Obligations of Each Purchaser. The obligation of each Purchaser to purchase and pay for the Shares being purchased by it on the Closing Date is, at its option, subject to the simultaneous Closing of the purchase of Shares hereunder by the other Purchaser and, at its option, is further subject to the satisfaction, on or before such date, of the following conditions:
Conditions to the Obligations of Each Purchaser. The obligations of each Purchaser to purchase the Second Closing Shares at the Second Closing from the Company as contemplated by this Agreement shall be subject to the fulfillment (or waiver by such Purchaser) on or prior to the Second Closing Date (unless otherwise specified) of the following conditions:
Conditions to the Obligations of Each Purchaser. The obligations of each Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver (if permitted by applicable Legal Requirement) at or prior to the Closing of each of the following additional conditions:
(a) The representations and warranties of Sellers set forth in this Agreement will be true and correct in all respects (provided that any representation or warranty of Sellers contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of Sellers) as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date), except for such breaches that would not, individually or in the aggregate with any other breaches on the part of Sellers, reasonably be expected to have a material adverse effect on the OLC Interests, the Mining Reserves or the Purchased Assets.
(b) Each of the agreements and covenants of Sellers to be performed and complied with by Sellers pursuant to this Agreement prior to or as of the Closing Date will have been duly performed and complied with in all material respects.
(c) Sellers will have delivered to such Purchaser the items required to be delivered to such Purchaser pursuant to Section 3.2.
(d) Each Purchaser shall have obtained the Purchaser Consents required to be obtained by it.
(e) Since the date of this Agreement, there must not have been commenced and be continuing any Proceeding (i) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement, or (ii) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated by this Agreement.
(f) Sellers shall not have executed any agreement with ADA or any third party pursuant to which coal from the Oxbow Mine is committed to be sold after the Closing Date.
Conditions to the Obligations of Each Purchaser. The obligations of each Purchaser to effect the Closing are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived (but only with respect to itself) by any Purchaser:
Conditions to the Obligations of Each Purchaser. The obligations of each of the Purchasers to consummate the transactions contemplated hereunder in connection with the Rights Offering and the Standby Offering, as applicable, are subject to the fulfillment, prior to or on the Closing Date, of the following conditions:
(i) the representations and warranties of the Company in Section 4 shall be true and correct in all material respects (or, to the extent such representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date hereof and as of the Closing Date as if made as of such date (unless such representations and warranties are made as of a specific date, in which case they shall be accurate in all material respects (or, to the extent such representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);
(ii) the Company shall have performed and complied in all material respects with its covenants and obligations hereunder; and
(iii) the Company shall have delivered to the Standby Purchaser the Registration Rights Agreement, duly executed by the Company
Conditions to the Obligations of Each Purchaser. Each Purchaser’s obligation to consummate the purchase and sale of the Units at the Closing pursuant to and in accordance with this Agreement is subject to the fulfillment (or waiver in writing by each Purchaser) of the following conditions: (a) the representations and warranties of the Issuer contained in or made pursuant to this Agreement shall be deemed to have been made again at and as of the Closing and shall then be true and accurate and (b) the Issuer shall have performed and complied in all material respects with its obligations required by this Agreement to be performed or complied with by it prior to or at the Closing.
Conditions to the Obligations of Each Purchaser. The obligation of each Purchaser to purchase Parent Preferred Stock pursuant to a Parent Preferred Stock Conversion is subject to the satisfaction of, or the waiver by each Purchaser of, the following conditions at or prior to the respective Closing Date for such Parent Preferred Stock Conversion.
Conditions to the Obligations of Each Purchaser. The obligations of each Purchaser to close the Purchase are subject to the fulfillment on or before the Closing Date of the following: No Injunction or Proceeding. As of the Closing, there shall be no injunction, stay or restraining order in effect with respect to the transactions provided for herein and there shall not be pending or threatened any action, proceeding or investigation involving such Purchaser challenging or seeking damages from such Purchaser in connection with the Purchase or seeking to restrain or prohibit the consummation of the Purchase.
