Conditions to the Obligations of the Commitment Parties Sample Clauses

Conditions to the Obligations of the Commitment Parties. The obligations of each Commitment Party to consummate the transactions contemplated hereby shall be subject to (unless waived in accordance with Section 7.2) the satisfaction of the following conditions prior to or at the Closing:
Sample 1Sample 2Sample 3See All (27)
AutoNDA by SimpleDocs
Conditions to the Obligations of the Commitment Parties. The obligations of the Commitment Parties to purchase Rights Offering Equity Interests and Unsubscribed Equity Interests pursuant to their respective Commitments on the Effective Date are subject to the satisfaction of the following conditions (unless waived by the Required Commitment Parties), except where the failure to satisfy any such condition results solely from the failure by any Commitment Party to comply with this Agreement:
Sample 1Sample 2See All (5)
Conditions to the Obligations of the Commitment Parties. The obligations of the Parties to consummate, or to cause the Purchaser Funds to consummate, the transactions contemplated hereby shall be subject to the satisfaction of the following conditions prior to or at Plan Effective Date (unless waived by the Parties (in the case of the Company, with the consent of the Required DIP Creditors)): (a) the Bankruptcy Court shall have entered a Confirmation Order approving an Acceptable Plan of Reorganization; (b) the Bankruptcy Court shall have entered an order approving the series of transactions contemplated by the Equity Rights Offering and such order shall be, or shall have become, a final order; (c) the Company and all of the other Debtors shall have substantially complied with the terms of the Plan and this Subscription Agreement that are to be performed by the Company and the other Debtors on or before the Plan Effective Date and the conditions to the occurrence of the Plan Effective Date set forth in the Plan shall have been satisfied or waived in accordance with the terms of the Plan; and (d) the Plan Effective Date shall have occurred, or shall be deemed to have occurred, in accordance with the terms and conditions in the Acceptable Plan of Reorganization and the Confirmation Order.
Sample 1
Conditions to the Obligations of the Commitment Parties. (a) The obligations of each Commitment Party to execute and deliver the Note Purchase Agreement and to pay the amounts set forth in Section 2(e) shall be subject to (x) the accuracy of the representations and warranties set forth in Section 5 as of the date hereof and as of the Closing Date as though then made; (y) the delivery of a certificate of the Company executed by a duly authorized officer thereof, certifying to the matters set forth in the foregoing clause (x) and to the timely performance by the Company of its covenants and other obligations hereunder, and to satisfaction of each of the following additional conditions: (i) the Note Purchase Agreement (A) is consistent with the terms for the New Notes Offering set forth herein and otherwise in form and substance acceptable to the DNC 2025 Requisite Commitment Parties and the DNC 2026 Requisite Commitment Parties, in their sole discretion, (B) has been executed and delivered by the Company and each other purchaser named therein, (C) upon execution by all parties thereto, will be in full force and effect, and (D) all of the conditions to the Commitment Parties’ obligation to purchase the New Notes set forth in the Note Purchase Agreement shall have been satisfied; (ii) upon execution of the Note Purchase Agreement, there would be no material breach of any representation or warranty of the Issuer therein on the Closing Date; (iii) delivery by the Company of final forms of each of the New Notes Definitive Documents, in form and substance reasonably acceptable to the DNC 2025 Requisite Commitment Parties and the DNC 2026 Requisite Commitment Parties; (iv) the Transaction Support Agreement remains in full force and effect, and the Company is not in material breach of its obligations thereunder (unless such breach has been cured by the Company or waived by the Required Consenting DNC 2025 Noteholders and the Required Consenting DNC 2026 Noteholders, as applicable (in each case, as defined in the Transaction Support Agreement)); (v) receipt by the Commitment Parties of the New Notes Offering Funding Notice no later than five (5) Business Days prior to the anticipated Closing Date in accordance with Section 2(d); (vi) the consummation and implementation of the Exchange Transactions shall have occurred in accordance with the terms and conditions of the Transaction Support Agreement; (vii) the DBS 2024 Notes shall have been otherwise irrevocably repaid in full on terms satisfactory to the DNC 2025 Requisite C...
Sample 1

Related to Conditions to the Obligations of the Commitment Parties

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Conditions to the Obligations of the Buyer The obligations of the Buyer hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by the Buyer but only in writing):

  • Conditions to the Obligations of the Purchasers The obligation of each of the Purchasers to purchase Shares at the Closing is subject to the fulfillment, or the waiver by such Purchaser, of each of the following conditions on or before the Closing:

  • Conditions Precedent to the Obligations of the Company The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser to purchase any Notes will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company in Section 1 of this Agreement as of the date of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that (i) such certificate shall also relate to the Time of Sale Prospectus and (ii) references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the Terms Agreement), (ii) the opinion of counsel for the Company, dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the opinion of Xxxxx Xxxxx LLP, counsel for the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and Closing Date, to the effect set forth in Section 5(e); and (c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Conditions to the Obligations of the Seller Each and every obligation of the Seller under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Seller:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!