Conditions to the Obligations of the Purchasers. The obligation of each Purchaser to consummate the Transactions contemplated to occur at the Closing shall be further conditioned upon the satisfaction or fulfillment at or prior to the Closing, of the following conditions, unless waived by each such Purchaser: (a) The terms, conditions and provisions of the Credit Documents shall be satisfactory to such Purchaser in all material respects, including without limitation provisions relating to principal amounts, rates of interest, terms of mandatory and permitted prepayments, prepayment charges (if any), fees and expenses, representations and warranties, affirmative and negative covenants, conditions to disbursements of loan funds, defaults and remedies therefor and collateral, it being acknowledged that such terms, conditions and provisions shall be deemed to be satisfactory to such Purchaser if they are in the aggregate at least as favorable to the Company as the terms of the commitment letter referred to in Section 5.11 (a). The disbursements of loan funds contemplated by the Credit Agreement to occur on the Closing Date shall be made in accordance with the terms thereof concurrently with the Closing and such Purchaser shall have received such evidence thereof as it may request. (b) On the Closing Date, counsel to each Purchaser shall have received the legal fees and expenses required to be paid or reimbursed by the Company as provided in Section 10.4 for statements rendered on or prior to the Closing Date. (c) For each SBIC Holder, the Company shall have prepared the Size Status Declaration on Form 480, the Assurance of Compliance for Nondiscrimination on Form 652 and the Portfolio Financing Report on Form 1031 (Parts A and B) (collectively, the "SBA Compliance Documents"), the Company ------------------------ shall have duly executed and delivered the Forms 480 and 652 to each SBIC Holder, and all of the information set forth in the SBA Compliance Documents shall be true and correct in all respects. The Company shall have delivered a list, after giving effect to the transactions contemplated by this Agreement, of: (a) the name of each of the Company's directors, (b) the name and title of each of the Company's officers and (c) the name of each of the Company's stockholders and the number and class of shares held by each stockholder.
Appears in 1 contract
Conditions to the Obligations of the Purchasers. The obligation of each Purchaser to consummate the Transactions contemplated to occur at the Closing shall be further conditioned upon the satisfaction or fulfillment at or prior to the Closing, of the following conditions, unless waived by each such Purchaser:
(a) The terms, conditions and provisions of the Credit Documents shall be satisfactory Each Purchaser's obligation to such Purchaser in all material respects, including without limitation provisions relating to principal amounts, rates of interest, terms of mandatory and permitted prepayments, prepayment charges (if any), fees and expenses, representations and warranties, affirmative and negative covenants, conditions to disbursements of loan funds, defaults and remedies therefor and collateral, it being acknowledged that such terms, conditions and provisions shall be deemed to be satisfactory to such Purchaser if they are in the aggregate at least as favorable purchase TSC Shares is subject to the Company as the terms of the commitment letter referred to in Section 5.11 (a). The disbursements of loan funds contemplated by the Credit Agreement to occur on the Closing Date shall be made in accordance with the terms thereof concurrently with the Closing and such Purchaser shall have received such evidence thereof as it may request.
(b) On the Closing Date, counsel to each Purchaser shall have received the legal fees and expenses required to be paid or reimbursed by the Company as provided in Section 10.4 for statements rendered fulfillment on or prior to the Closing Datedate hereof of the conditions set forth in this Section 6.1(a).
(c1) For each SBIC HolderThe representations and warranties made by TSC in Section 4, when read together with the Company shall have prepared the Size Status Declaration on Form 480Disclosure Letter, the Assurance of Compliance for Nondiscrimination on Form 652 and the Portfolio Financing Report on Form 1031 (Parts A and B) (collectively, the "SBA Compliance Documents"), the Company ------------------------ shall have duly executed and delivered the Forms 480 and 652 to each SBIC Holder, and all of the information set forth in the SBA Compliance Documents shall be true and correct in all respects. material respects when made.
(2) The Company TSC Shares shall have delivered been approved for listing on NASDAQ.
(3) TSC shall have entered into a listRegistration Rights Agreement, after giving effect substantially in the form of Exhibit C (the "TSC Registration Rights Agreement").
(4) Purchasers shall have received an opinion of Sidley & Austin substantially in the form attached to Exhibit D-1.
(v) Purchasers shall have received a copy of TSC's Restated Certificate of Incorporation certified as of a recent date by the Secretary of State of the State of Delaware.
(vi) Purchasers shall have received a certificate of good standing issued as of a recent date by the Secretary of State of the State of Delaware and the Secretary of State of the State of Illinois.
(vii) Purchasers shall have received a certificate of the secretary of TSC, dated as of a recent date, as to (i) no amendments to the Restated Certificate of Incorporation of TSC since a specified date, (ii) the By-laws of TSC, (iii) the resolutions adopted by the Board of Directors of TSC authorizing the execution and performance of this Agreement and the transactions contemplated by this Agreement, of: hereby and (aiv) the name of each incumbency and signatures of the Company's directors, (b) officers of TSC executing this Agreement and any ancillary agreement. Notwithstanding the name and title failure of each any one or more of the Company's officers and (c) foregoing conditions, each Purchaser may proceed with the name of each purchase of the Company's stockholders TSC Shares without satisfaction, in whole or in part, of any one or more of such conditions and without written waiver. To the number extent that on or prior to the execution of this Agreement TSC delivers to Purchasers a written notice specifying in reasonable detail the failure of any of such conditions or the breach by TSC of any of the representations or warranties of TSC herein, and class nevertheless such Purchaser proceeds with the purchase of shares held the TSC Shares, such Purchaser shall be deemed to have waived for all purposes any rights or remedies it may have against the Sellers by each stockholderreason of the failure of any such conditions or the breach of any such representations or warranties to the extent described in such notice.
Appears in 1 contract
Samples: Common Stock Purchase and Sale Agreement (Eloyalty Corp)
Conditions to the Obligations of the Purchasers. The obligation obligations of each Purchaser the Purchasers to consummate purchase the Transactions contemplated Securities shall be subject to occur the accuracy in all material respects of the representations and warranties of the Endeavour Parties contained herein at the First Closing Date and the Second Closing Date (except to the extent such representations and warranties expressly relate to a specific earlier date (in which case such representations and warranties shall be further conditioned upon the satisfaction or fulfillment at or prior true and correct as of such specified earlier date)), to the Closing, accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Endeavour Parties of their obligations hereunder and to the following additional conditions, unless waived by each such Purchaser:
(a) The termsCompany shall have requested and caused Vxxxxx & Exxxxx LLP, conditions counsel for the Endeavour Parties, and provisions Wxxxxxxx and Wedge, Nevada counsel for the Company, to furnish to the Purchasers opinions, dated as of the Credit Documents shall be First Closing Date and as of the Second Closing Date, and addressed to the Purchasers, in a form and substance reasonably satisfactory to such Purchaser in all material respects, including without limitation provisions relating to principal amounts, rates of interest, terms of mandatory and permitted prepayments, prepayment charges (if any), fees and expenses, representations and warranties, affirmative and negative covenants, conditions to disbursements of loan funds, defaults and remedies therefor and collateral, it being acknowledged that such terms, conditions and provisions shall be deemed to be satisfactory to such Purchaser if they are in the aggregate at least as favorable to the Company as the terms of the commitment letter referred to in Section 5.11 (a). The disbursements of loan funds contemplated by the Credit Agreement to occur on the Closing Date shall be made in accordance with the terms thereof concurrently with the Closing and such Purchaser shall have received such evidence thereof as it may requestPurchasers.
(b) On the Closing DateThe Endeavour Parties, counsel to each Purchaser as applicable, shall have received the legal fees and expenses required to be paid or reimbursed by the Company as provided in Section 10.4 for statements rendered on or prior to the Closing Date.
(c) For each SBIC Holder, the Company shall have prepared the Size Status Declaration on Form 480, the Assurance of Compliance for Nondiscrimination on Form 652 and the Portfolio Financing Report on Form 1031 (Parts A and B) (collectively, the "SBA Compliance Documents"), the Company ------------------------ shall have duly executed and delivered the Forms 480 Warrant Agreement, the Registration Rights Agreement and 652 (as of the Second Closing Date) the indenture under which the Notes are to each SBIC Holderbe issued, all in forms and substance reasonably satisfactory to the Purchasers, and all the Purchasers shall have received executed copies thereof. If any of the information set forth conditions specified in the SBA Compliance Documents this Section 7 shall be true not have been fulfilled when and correct as provided in all respects. The Company shall have delivered a list, after giving effect to the transactions contemplated by this Agreement, of: (a) the name of each or if any of the Company's directorsopinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and counsel for the Purchasers, (b) the name this Agreement and title of each all obligations of the Company's officers and (c) Purchasers hereunder may be canceled at, or at any time prior to, the name First Closing Date or the Second Closing Date, as applicable, by the Purchasers. Notice of each such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 will be delivered at the office of counsel for the Company's stockholders and Purchaser, at Oxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000 at 9:00 a.m., New York time, on the number and class of shares held by each stockholderFirst Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Endeavour International Corp)
Conditions to the Obligations of the Purchasers. The obligation several obligations of each Purchaser the Purchasers to consummate purchase the Transactions contemplated Units shall be subject to occur at the accuracy of the representations and warranties on the part of the Partnership contained herein as of the Applicable Time and the Closing shall be further conditioned upon the satisfaction or fulfillment at or prior Date, to the Closing, accuracy of the statements of the Partnership made in any certificates pursuant to the provisions hereof, to the performance by the Partnership of its obligations hereunder and to the following additional conditions, unless waived by each such Purchaser:
(a) The terms, conditions Final Prospectus and provisions any supplement thereto have been filed in the manner and within the time period required by Rule 424(b); any material required to be filed by the Partnership pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Credit Documents shall be satisfactory Registration Statement or any notice objecting to such Purchaser in all material respects, including without limitation provisions relating to principal amounts, rates of interest, terms of mandatory and permitted prepayments, prepayment charges (if any), fees and expenses, representations and warranties, affirmative and negative covenants, conditions to disbursements of loan funds, defaults and remedies therefor and collateral, it being acknowledged that such terms, conditions and provisions shall be deemed to be satisfactory to such Purchaser if they are in the aggregate at least as favorable to the Company as the terms of the commitment letter referred to in Section 5.11 (a). The disbursements of loan funds contemplated by the Credit Agreement to occur on the Closing Date shall be made in accordance with the terms thereof concurrently with the Closing and such Purchaser its use shall have received such evidence thereof as it may requestbeen issued and no proceedings for that purpose shall have been instituted or threatened.
(b) On The Partnership shall have requested and caused Xxxxxxx Xxxxx LLP, counsel for the Partnership Entities, to have furnished to the Purchasers their opinion, dated the Closing Date and addressed to the Purchasers, substantially to the effect provided to the underwriters in connection with the offering of Common Units by the Partnership in September 2012, the form of which has been provided to the Purchasers.
(c) The General Partner shall have furnished to the Purchasers a certificate of the Partnership, signed on behalf of the Partnership by the Chief Financial Officer of the General Partner, dated the Closing Date, counsel to each Purchaser shall the effect that the signers of such certificate have received examined the legal fees Registration Statement, the Disclosure Package, the Final Prospectus and expenses required any amendment or supplement thereto, and this Agreement and that:
(i) the representations and warranties of the Partnership in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Partnership has complied with all of the agreements and satisfied all of the conditions on its part to be paid performed or reimbursed by the Company as provided in Section 10.4 for statements rendered on satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued, and no proceedings for that purpose have been instituted or, to the Partnership's knowledge, threatened; and
(iii) since the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).
(cd) For each SBIC HolderSubsequent to the Applicable Time or, if earlier, the Company shall have prepared dates as of which information is given in the Size Status Declaration on Form 480, the Assurance Registration Statement (exclusive of Compliance for Nondiscrimination on Form 652 any amendment thereof) and the Portfolio Financing Report on Form 1031 Final Prospectus (Parts A and B) (collectively, the "SBA Compliance Documents"exclusive of any amendment or supplement thereto), there shall not have been any change, or any development involving a prospective change, in or affecting the Company ------------------------ shall have duly executed and delivered the Forms 480 and 652 to each SBIC Holdercondition (financial or otherwise), and all earnings, business or properties of the information Partnership Entities taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the SBA Compliance Documents Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to above, is, in the sole judgment of either Purchaser, material and adverse to the Partnership Entities.
(e) Prior to the Closing Date, the Partnership shall have furnished to the Purchasers such further information, certificates and documents as the Purchasers may reasonably request.
(f) The Units shall be true listed and correct in all respects. The Company admitted and authorized for trading on the NYSE MKT, and reasonably satisfactory evidence of such actions shall have delivered a list, after giving effect been provided to the transactions contemplated by Purchasers. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, of: (a) the name of each or if any of the Company's directorsopinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and counsel for the Purchasers, (b) the name this Agreement and title of each all obligations of the Company's officers Purchasers hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Partnership in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the offices of counsel to the applicable Purchasers: Proskauer Rose LLP, Eleven Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 and (c) Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the name of each of the Company's stockholders and the number and class of shares held by each stockholderClosing Date.
Appears in 1 contract
Samples: Common Unit Purchase Agreement (Cheniere Energy Partners, L.P.)
Conditions to the Obligations of the Purchasers. The obligation obligations of each Purchaser the Purchasers to consummate purchase the Transactions contemplated Securities shall be subject to occur at the accuracy of the representations and warranties on the part of the Issuer and the Guarantors contained herein (or the accuracy in all material respects with respect to any representation or warranty on the part of the Issuer and the Guarantors which has no materiality qualification) as of the Closing shall be further conditioned upon the satisfaction or fulfillment at or prior Date, to the Closing, accuracy of the statements of the Issuer and the Guarantors made in any certificates pursuant to the provisions hereof, to the performance by the Issuer and each of the Guarantors of its obligations hereunder, to the due execution and delivery of the Indenture, to the absence of any event or condition which would give the Purchasers the right to terminate this Agreement and to the following additional conditions, unless waived by each such Purchaser:
(a) The termsFinal Prospectus, conditions and provisions of the Credit Documents shall any supplement thereto, will be satisfactory to such Purchaser in all material respects, including without limitation provisions relating to principal amounts, rates of interest, terms of mandatory and permitted prepayments, prepayment charges (if any), fees and expenses, representations and warranties, affirmative and negative covenants, conditions to disbursements of loan funds, defaults and remedies therefor and collateral, it being acknowledged that such terms, conditions and provisions shall be deemed to be satisfactory to such Purchaser if they are filed in the aggregate at least as favorable to the Company as the terms of the commitment letter referred to in Section 5.11 (a). The disbursements of loan funds contemplated manner required by the Credit Agreement to occur Rule 424(b) on or before the Closing Date in the form furnished to the Purchasers and/or their legal advisors prior to the date hereof; and any other material required to be filed by the Issuer pursuant to Rule 433(d) under the Securities Act shall be made in accordance have been filed with the terms thereof concurrently with Commission within the applicable time periods prescribed for such filings by Rule 433; the Issuer shall not have received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form and, at the Closing and such Purchaser Date, no stop order suspending the effectiveness of the Registration Statement shall have received such evidence thereof as it may requestbeen issued under the Securities Act or proceedings therefor initiated or threatened by the Commission.
(b) On The Issuer shall have furnished to the Purchasers and/or their legal advisors the opinion of Xxxxx & Case LLP, counsel to the Issuer and Guarantors, dated the Closing Date, counsel in form and substance satisfactory to each Purchaser the Purchasers.
(c) The Issuer shall have received furnished to the Purchasers and/or their legal fees advisors a certificate of the Issuer, signed by the Chief Financial Officer of the Issuer, dated the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Final Prospectus and expenses required any supplements or amendments to any of the foregoing and this Agreement and that:
(i) the representations and warranties of the Issuer and the Guarantors in this Agreement are true and correct in all material respects on and as of the Closing Date and the Issuer and each of the Guarantors has complied with all the agreements and satisfied all the conditions on its part to be paid performed or reimbursed by the Company as provided in Section 10.4 for statements rendered on satisfied at or prior to the Closing Date;
(ii) condition in paragraph (f) below has been satisfied; and
(iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Issuer’s knowledge, threatened.
(cd) For each SBIC HolderPrior to the Closing Date, the Company Issuer shall have prepared furnished to the Size Status Declaration on Form 480Purchasers and/or their legal advisors such further information, certificates and documents as the Purchasers may reasonably request.
(e) Prior to, or simultaneously with, the Assurance of Compliance for Nondiscrimination on Form 652 and the Portfolio Financing Report on Form 1031 (Parts A and B) (collectivelyClosing Date, the "SBA Compliance Documents"), Exchange Transactions (as defined in the Company ------------------------ Transaction Support Agreement) shall have duly executed been successfully completed in accordance with the terms and delivered the Forms 480 and 652 to each SBIC Holder, and all of the information conditions set forth in the SBA Compliance Documents Transaction Support Agreement.
(f) Since the date of the Commitment Agreements, there shall not have occurred any Material Adverse Effect.
(g) The Securities shall be true eligible for clearance and correct settlement through the facilities of DTC. If any of the conditions specified in this Section 3 shall not have been fulfilled in all respects. The Company shall have delivered a list, after giving effect to the transactions contemplated by material respects when and as provided in this Agreement, of: (a) the name of each or if any of the Company's directorsopinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Requisite Consenting Parties, (b) the name this Agreement and title of each all obligations of the Company's officers Purchasers hereunder may be canceled at, or at any time prior to, the Closing Date by the Requisite Consenting Parties and (c) such cancellation shall be without liability of any party to any other party, except to the name extent provided in Section 7. Notice of each of such cancellation shall be given to the Company's stockholders and the number and class of shares held by each stockholderIssuer in writing.
Appears in 1 contract
Conditions to the Obligations of the Purchasers. The obligation obligations of each Purchaser the Purchasers to consummate purchase the Transactions contemplated Securities shall be subject to occur at the accuracy of the representations and warranties on the part of the Issuer and the Guarantors contained herein (or the accuracy in all material respects with respect to any representation or warranty on the part of the Issuer and the Guarantors which has no materiality qualification) as of the Closing shall be further conditioned upon the satisfaction or fulfillment at or prior Date, to the Closing, accuracy of the statements of the Issuer and the Guarantors made in any certificates pursuant to the provisions hereof, to the performance by the Issuer and each of the Guarantors of its obligations hereunder, to the due execution and delivery of the Indenture, to the absence of any event or condition which would give the Purchasers the right to terminate this Agreement and to the following additional conditions, unless waived by each such Purchaser:
(a) The termsFinal Prospectus, conditions and provisions of the Credit Documents shall any supplement thereto, will be satisfactory to such Purchaser in all material respects, including without limitation provisions relating to principal amounts, rates of interest, terms of mandatory and permitted prepayments, prepayment charges (if any), fees and expenses, representations and warranties, affirmative and negative covenants, conditions to disbursements of loan funds, defaults and remedies therefor and collateral, it being acknowledged that such terms, conditions and provisions shall be deemed to be satisfactory to such Purchaser if they are filed in the aggregate at least as favorable to the Company as the terms of the commitment letter referred to in Section 5.11 (a). The disbursements of loan funds contemplated manner required by the Credit Agreement to occur Rule 424(b) on or before the Closing Date in the form furnished to the Purchasers and/or their legal advisors prior to the date hereof; and any other material required to be filed by the Issuer pursuant to Rule 433(d) under the Securities Act shall be made in accordance have been filed with the terms thereof concurrently with Commission within the applicable time periods prescribed for such filings by Rule 433; the Issuer shall not have received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form and, at the Closing and such Purchaser Date, no stop order suspending the effectiveness of the Registration Statement shall have received such evidence thereof as it may requestbeen issued under the Securities Act or proceedings therefor initiated or threatened by the Commission.
(b) On The Issuer shall have furnished to the Purchasers and/or their legal advisors the opinion of Wxxxx & Case LLP, counsel to the Issuer and Guarantors, dated the Closing Date, counsel in form and substance satisfactory to each Purchaser the Purchasers.
(c) The Issuer shall have received furnished to the Purchasers and/or their legal fees advisors a certificate of the Issuer, signed by the Chief Financial Officer of the Issuer, dated the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Final Prospectus and expenses required any supplements or amendments to any of the foregoing and this Agreement and that:
(i) the representations and warranties of the Issuer and the Guarantors in this Agreement are true and correct in all material respects on and as of the Closing Date and the Issuer and each of the Guarantors has complied with all the agreements and satisfied all the conditions on its part to be paid performed or reimbursed by the Company as provided in Section 10.4 for statements rendered on satisfied at or prior to the Closing Date;
(ii) condition in paragraph (f) below has been satisfied; and
(iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Issuer’s knowledge, threatened.
(cd) For each SBIC HolderPrior to the Closing Date, the Company Issuer shall have prepared furnished to the Size Status Declaration on Form 480Purchasers and/or their legal advisors such further information, certificates and documents as the Purchasers may reasonably request.
(e) Prior to, or simultaneously with, the Assurance of Compliance for Nondiscrimination on Form 652 and the Portfolio Financing Report on Form 1031 (Parts A and B) (collectivelyClosing Date, the "SBA Compliance Documents"), Exchange Transactions (as defined in the Company ------------------------ Transaction Support Agreement) shall have duly executed been successfully completed in accordance with the terms and delivered the Forms 480 and 652 to each SBIC Holder, and all of the information conditions set forth in the SBA Compliance Documents Transaction Support Agreement.
(f) Since the date of the Commitment Agreements, there shall not have occurred any Material Adverse Effect.
(g) The Securities shall be true eligible for clearance and correct settlement through the facilities of DTC. If any of the conditions specified in this Section 3 shall not have been fulfilled in all respects. The Company shall have delivered a list, after giving effect to the transactions contemplated by material respects when and as provided in this Agreement, of: (a) the name of each or if any of the Company's directorsopinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Requisite Consenting Parties, (b) the name this Agreement and title of each all obligations of the Company's officers Purchasers hereunder may be canceled at, or at any time prior to, the Closing Date by the Requisite Consenting Parties and (c) such cancellation shall be without liability of any party to any other party, except to the name extent provided in Section 7. Notice of each of such cancellation shall be given to the Company's stockholders and the number and class of shares held by each stockholderIssuer in writing.
Appears in 1 contract
Conditions to the Obligations of the Purchasers. The obligation respective obligations of each Purchaser to consummate the Transactions contemplated to occur at hereunder in connection with the Closing shall be further conditioned upon the subject to satisfaction or fulfillment waiver of the following conditions:
(i) this Agreement duly executed by the Company shall have been delivered to such Purchaser;
(ii) legal opinions of the Company’s U.S. counsel and Canadian counsel, in each case dated the Closing Date and in substantially the form that is customary for a transaction of this nature and reasonably acceptable to the Placement Agent, shall have been delivered to the Placement Agent and the Purchasers;
(iii) a copy of the Company’s irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver that number of Common Shares to be issued to such Purchaser via the DWAC system registered in the name of such Purchaser or as such Purchaser shall direct shall have been delivered to such Purchaser;
(iv) a copy of the warrant certificate representing that number of Warrants to be issued to such Purchaser registered in the name of such Purchaser or as such Purchaser shall instruct shall have been delivered to such Purchaser (with the original warrant certificate representing such Warrants to be delivered to such Purchaser within three Trading Days of the Closing Date);
(v) the Prospectus and Prospectus Supplement shall have been delivered to such Purchaser (which Prospectus and Prospectus Supplement may be delivered to such Purchaser in accordance with Rule 172 under the Securities Act);
(vi) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein (unless such representations and warranties were delivered as of a specific date);
(vii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing, of Closing Date shall have been performed by the following conditions, unless waived by each such Purchaser:Company;
(aviii) The terms, conditions and provisions of the Credit Documents there shall be satisfactory to such Purchaser in all material respects, including without limitation provisions relating to principal amounts, rates of interest, terms of mandatory and permitted prepayments, prepayment charges (if any), fees and expenses, representations and warranties, affirmative and negative covenants, conditions to disbursements of loan funds, defaults and remedies therefor and collateral, it being acknowledged that such terms, conditions and provisions shall be deemed to be satisfactory to such Purchaser if they are in the aggregate at least as favorable have been no Material Adverse Effect with respect to the Company as since the terms date hereof;
(ix) from the date of the commitment letter referred Placement Agent Agreement until Closing, trading in the Common Shares shall not have been ceased or suspended by any Securities Regulator or the Company’s principal Trading Market in either the United States or Canada (except for any suspension of trading of limited duration agreed to in Section 5.11 (a). The disbursements of loan funds contemplated by the Credit Agreement to occur on the Closing Date Company, which suspension shall be made in accordance with terminated prior to the terms thereof concurrently with the Closing and such Purchaser shall have received such evidence thereof as it may request.
(b) On the Closing DateClosing), counsel to each Purchaser shall have received the legal fees and expenses required to be paid or reimbursed by the Company as provided in Section 10.4 for statements rendered on or and, at any time prior to the Closing Date., trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared by the United States, New York State authorities or Canadian authorities; and
(cx) For each SBIC Holder, of the Company shall have prepared conditions to the Size Status Declaration on Form 480, obligations of the Assurance of Compliance for Nondiscrimination on Form 652 Placement Agent and the Portfolio Financing Report on Form 1031 (Parts A and B) (collectively, the "SBA Compliance Documents"), the Company ------------------------ shall have duly executed and delivered the Forms 480 and 652 to each SBIC Holder, and all of the information Purchasers set forth in the SBA Compliance Documents shall be true and correct in all respects. The Company Placement Agent Agreement shall have delivered a list, after giving effect to been satisfied or waived by the transactions contemplated by this Agreement, of: (a) the name of each of the Company's directors, (b) the name and title of each of the Company's officers and (c) the name of each of the Company's stockholders and the number and class of shares held by each stockholderPlacement Agent.
Appears in 1 contract
Samples: Securities Purchase Agreement (Dejour Enterprises LTD)
