CONDITIONS TO THE OBLIGATIONS OF THE. COMPANY AND THE SHAREHOLDERS
CONDITIONS TO THE OBLIGATIONS OF THE. Underwriters The obligation of the Underwriters to purchase the Notes pursuant to this Agreement is subject to: (i) the accuracy as of the Closing Date of the representations and warranties on the part of the Sponsor herein contained; (ii) the performance by the Sponsor its obligations hereunder; and (iii) the following conditions as of the Closing Date:
A. The Underwriters shall have received confirmation of the effectiveness of the Registration Statement. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission. Any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus shall have been complied with.
B. The Underwriters shall not have discovered and disclosed to the Sponsor on or prior to the Closing Date that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, in the opinion of Browx & Xood XXX, counsel for the Underwriters, is material and is required to be stated therein or is necessary to make the statements therein not misleading.
C. All corporate proceedings and other legal matters relating to the authorization, form and validity of the Documents, the Notes, the Registration Statement and the Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be satisfactory in all respects to counsel for the Underwriters, and the Sponsor shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.
CONDITIONS TO THE OBLIGATIONS OF THE. Roma Parties under this Agreement.
CONDITIONS TO THE OBLIGATIONS OF THE. Funding Parties on each Funding Date. The obligations of the Lessor and each Lender to carry out their respective obligations under Section 2 of this Master Agreement to be performed on each Funding Date shall be subject to the fulfillment to the satisfaction of, or waiver by, each such party hereto (acting directly or through their respective counsel) on or prior to each such Funding Date of the following conditions precedent, provided that the obligations of any Funding Party shall not be subject to any conditions contained in this Section 3.4 which are required to be performed by such Funding Party:
CONDITIONS TO THE OBLIGATIONS OF THE. SHAREHOLDERS AND THE COMPANY ---------------------------- Each and every obligation of the Shareholders and the Company under this Agreement to be performed on or before the Closing shall be subject to the reasonable satisfaction, on or before the Closing, of each of the following conditions, unless waived in writing by the Shareholders and the Company:
CONDITIONS TO THE OBLIGATIONS OF THE. Company The obligation of the Company to consummate the Merger is subject to the satisfaction or valid waiver of the following further conditions:
CONDITIONS TO THE OBLIGATIONS OF THE. COMPANY AND THE STOCKHOLDERS
CONDITIONS TO THE OBLIGATIONS OF THE. Company The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following further conditions:
(a) The Investors shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing;
(b) The representations and warranties of each of the Investors contained in this Agreement shall have been true and correct when made and at and as of the time of the Closing as if made at and as of such time (except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case it shall be true and correct as of such date); and
(c) The Company shall have received a certificate signed by each of the Investors to the foregoing effect.
CONDITIONS TO THE OBLIGATIONS OF THE. COMPANY The obligations of the Company to consummate the Merger, or to permit the consummation of the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions:
(a) each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct in all material respects (other than representations and warranties subject to "materiality" or "material adverse effect" qualifiers, which shall be true, complete and correct in all respects) both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be so true, complete and correct as of such certain date), and, if the Effective Time shall occur on a date other than the date hereof, the Company shall have received a certificate of an officer of Parent to such effect;
(b) Parent shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and, if the Effective Time shall occur on a date other than the date hereof, the Company shall have received a certificate of an officer of Parent to such effect;
(c) there shall have been no Parent Material Adverse Effect, and no event shall have occurred which could reasonably be expected to result in a Parent Adverse Effect, since June 30, 2000; and
(d) as of the Effective Time, the Company shall have received from Parent and Merger Sub the following documents:
(i) a certificate of existence/status and good standing from the province or state of incorporation as to the corporate status of each of Parent and Merger Sub;
(ii) a true and complete copy of the resolutions, certified by the Secretary of Parent and Merger Sub, adopted on behalf of each of Parent and the Merger Sub authorizing the execution, delivery and performance of this Agreement and all transactions contemplated hereby; and
(iii) a certificate from each of Parent and Merger Sub's Secretary as to the incumbency and signatures of any of its officers who will execute documents at the Closing or who have executed the Agreement.
CONDITIONS TO THE OBLIGATIONS OF THE. Funding Parties on each ------------------------------------------------------------ Funding Date. The obligations of the Lessor and each Lender to carry out their ------------ respective obligations under Section 2 of this Master Agreement to be performed --------- on each Funding Date shall be subject to the fulfillment to the satisfaction of, or waiver by, each such party hereto (acting directly or through their respective counsel) on or prior to each such Funding Date of the following conditions precedent, provided that the obligations of any Funding Party shall -------- not be subject to any conditions contained in this Section 3.4 which are ----------- required to be performed by such Funding Party:
