CONDITIONS TO THE PURCHASE. The obligation of each Purchaser to purchase and pay for the Notes to be sold to such Purchaser on the Purchase Date is subject to the fulfillment, on or prior to the Purchase Date, of the following conditions:
CONDITIONS TO THE PURCHASE. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Purchaser hereunder, the Company shall have no rights under this Agreement (but shall have all applicable obligations hereunder), and the Purchaser shall not be obligated to make the purchases of the Securities hereunder, unless and until each of the following conditions precedent shall have been fulfilled or waived by the Purchaser, and the Company shall have delivered, where applicable, in form and substance satisfactory to the Purchaser, and (unless otherwise indicated) each dated the Closing Date:
(a) All of the representations and warranties of the Company contained in this Agreement or in any of the Ancillary Agreements shall be correct in all material respects as though made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date.
(b) The Purchaser shall have received a written certification by the chief financial officer of the Company as to the matters set forth in Section 3.1(a) hereof.
(c) A favorable opinion of counsel for the Company substantially in the form attached hereto as Exhibit D, it being understood that to the extent that such opinion of counsel shall rely upon any other opinion of counsel, each such other opinion shall be in form and substance satisfactory to the Purchaser and shall provide that the Purchaser may rely thereon.
(d) Resolutions of the Board certified by the Secretary or Assistant Secretary of the Company, to be dated, duly adopted and in full force and effect as of the Closing Date, authorizing (i) the consummation of the Transactions, (ii) specific officers to execute and deliver the Ancillary Agreements and (iii) appointing the Conseco Directors to the Board.
(e) Certificates of the secretary or an assistant secretary of the Company, dated the Closing Date, as to the incumbency and signatures of the officers or representatives of such entity executing this Agreement and the Ancillary Agreements and any other certificates or other documents to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such secretary or assistant secretary.
(f) Certificate of Existence from the Indiana Secretary of State, dated the most recent practicable date prior to the Closing Date, showing that the Company is organized and in good standing in the State of Indiana.
(g) Each consent, license and approval required in connection ...
CONDITIONS TO THE PURCHASE. The following are the conditions to which our offer is subject:
CONDITIONS TO THE PURCHASE. 45 7.1 Conditions to Obligations of Each Party to Effect the Purchase..............45 7.2 Conditions to Obligations of the Sellers....................................46 7.3 Conditions to the Obligations of Purchaser..................................47
CONDITIONS TO THE PURCHASE. 7.1 Conditions to Obligations of Each Party to Effect the Purchase. The -------------------------------------------------------------- respective obligations of each party to this Agreement to effect the Purchase shall be subject to the satisfaction at or prior to the Closing of the following conditions:
CONDITIONS TO THE PURCHASE. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Purchaser hereunder, the Sellers shall have no rights under this Agreement (but shall have all applicable obligations hereunder), and the Purchaser shall not be obligated to make the purchases of the Securities hereunder, unless and until each of the following conditions precedent shall have been fulfilled or waived by the Purchaser, and the Sellers shall have delivered, where applicable, in form and substance satisfactory to the Purchaser, and (unless otherwise indicated) each dated the Closing Date:
(a) All of the representations and warranties of the Sellers contained in this Agreement or in any of the Ancillary Agreements shall be correct in all material respects as though made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date.
(b) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Securities Purchase Agreement under the Xxxx Xxxxx Xxxxxx Antitrust Improvement Act shall have been terminated or shall have otherwise expired.
(c) Resolutions of the Board certified by the Secretary or Assistant Secretary of the Company, to be dated, duly adopted and in full force and effect as of the Closing Date, authorizing (i) the consummation of the Transactions and (ii) specific officers to execute and deliver the Ancillary Agreements.
(d) Certificate of Existence from the Indiana Secretary of State, dated the most recent practicable date prior to the Closing Date, showing that the Company is organized and in good standing in the State of Indiana.
(e) Each consent, license and approval required in connection with the execution, delivery, performance, validity and enforceability of this Agreement, the Ancillary Agreements, and the consummation of the Transactions; such consents, licenses and approvals shall be in full force and effect and be satisfactory in form and substance to the Purchaser.
(f) A copy of the certificate of incorporation and all amendments thereto of each of the Company, General Acceptance Corporation Reinsurance, Limited and copies of their respective by-laws all of which shall be certified by the secretary or assistant secretary of each respective corporation as true and correct as of the Closing Date.
(g) The closing of the transactions under the Company Securities Purchase Agreement.
(h) The closing of the transact...
CONDITIONS TO THE PURCHASE. The Partnership’s purchase of the Membership Interest in any one or more of the Purchased Companies is subject to the satisfaction or waiver on or prior to the Closing Date on which such Membership Interest in such Purchased Company is purchased of the following conditions (provided that, if the Partnership pays the first installment of the Initial Payment for a Membership Interest, such payment shall constitute conclusive evidence that each of the following conditions has been satisfied or waived):
CONDITIONS TO THE PURCHASE. VII.1 Conditions to Obligations of Each Party to Effect the Purchase. The respective obligations of each party to this Agreement to effect the Purchase or the Amalgamation contemplated by Section 9.1 shall be subject to the satisfaction at or prior to the Closing of the following conditions:
(a) No Injunctions or Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Purchase or the Amalgamation contemplated by Section 9.1 shall be in effect.
CONDITIONS TO THE PURCHASE. 6.1. Conditions to the Obligations of Each Party. The obligations of Purchasers and FTNV to consummate the purchase of the Purchaser Shares are subject to the satisfaction of the following conditions:
(a) the shareholders of FTNV, at an extraordinary general meeting, shall have approved, adopted and elected, as the case may be, in accordance with the laws of the Netherlands Antilles and its articles of organization, the following:
(i) this Agreement, the Shareholders Agreement, the Registration Rights Agreement and the Warrants and the transactions contemplated hereby,
(ii) an amendment to the articles of organization of FTNV to increase the number of authorized shares of FTNV Common Stock to 40,000,000; and
(iii) an amendment to FTNV's Incentive Plan or the adoption of a substantially similar plan to provide for an increase in the percentage of outstanding shares of FTNV Stock available for option grants to 12.5% of all outstanding shares of FTNV Stock;
(b) FTNV shall have received all requisite approvals from NASDAQ;
(c) FTI, Nalco FT, Inc. and Nalco Chemical Company shall have entered into the Purchase and Sale Agreement which shall constitute the valid and binding obligation of each party thereto (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or principals governing the availability of equitable remedies);
(d) no temporary restraining order or preliminary or permanent injunction or other order by any United States federal or state court or Netherlands Antilles court preventing consummation of the transactions contemplated hereby, by the Purchase and Sale Agreement, the Purchaser Ancillary Documents or the Seller Ancillary Documents shall have been issued and continuing in effect; and such transaction shall not have been prohibited under any applicable United States or Netherlands Antilles law or regulation;
(e) Each of FTNV and the Purchasers shall be reasonably satisfied that this Agreement, the Purchase and Sale Agreement, the Purchase Ancillary Documents and the Seller Ancillary Documents and the transactions contemplated thereby and hereby, shall not (i) impair FTI's loss carryforwards under U.S. tax law or
CONDITIONS TO THE PURCHASE. 37 7.1 Conditions to Obligations of Each Party to Effect the Purchase...
