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, and the Purchaser shall not be obligated to issue the Guaranty or to otherwise satisfy its obligations 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) The Company shall have issued to the Purchaser the Note and the Warrant. (b) The Purchaser shall have received a written certificate from the chief financial officer of the Company to the effect that all of the representations and warranties of the Company contained in this Agreement or in any of the Supplemental Agreements are true and correct in all material respects. Except to the extent that any such representation or warranty expressly relates to an earlier date. (c) The Purchaser shall have received a favorable opinion or opinions of counsel for the Company in form and substance satisfacory to the Purchaser, 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 also be in form and substance satisfactory to the Purchaser and shall provide that the Purchaser may rely thereon. (d) The Purchaser shall have received 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 this Agreement and the Supplemental Ancillary Agreements to which the Company is intended to be a party and (iii) the meeting of the stockholders of the Company referred to in Section 7 below. (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 Supplemental 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) 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. (h) The Purchaser shall have received such financial statements, projections and such other financial and other information regarding the Company and its Subsidiaries as the Purchaser deems appropriate. (i) A certificate of the Chief Executive Officer of the Company, satisfactory in form and substance to the Purchaser, stating that, as of the Closing Date, no change has occurred in the business, assets, operating properties, operations, prospects, financial or other condition of the Company or any of its Subsidiaries since April 11, 1997 which would result in a Material Adverse Effect, except such changes as have been disclosed to the Conseco Directors.
Appears in 1 contract
Samples: Purchase Agreement (Conseco Inc)
CONDITIONS TO THE PURCHASE. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Purchaser Purchasers hereunder, the Company shall have no rights under this AgreementAgreement (but shall have all applicable obligations hereunder), and the Purchaser Purchasers shall not be obligated to issue make the Guaranty or to otherwise satisfy its obligations purchases of the Securities hereunder, unless and until each of the following conditions precedent shall have been fulfilled or waived by the PurchaserPurchasers, and the Company shall have delivered, where applicable, in form and substance satisfactory to the PurchaserPurchasers, and (unless otherwise indicated) each dated the Closing Date:
(a) The Company shall have issued to the Purchaser the Note and the Warrant.
(b) The Purchaser shall have received a written certificate from the chief financial officer of the Company to the effect that all All of the representations and warranties of the Company contained in this Agreement or in any of the Supplemental Ancillary Agreements are true and shall be correct in all material respects. Except respects as though made on and as of the Closing Date, except to the extent that any such representation or warranty warranties expressly relates to an earlier datedate and for changes therein permitted or contemplated by this Agreement.
(b) The Purchasers shall have received a written certification by the principal financial officer of the Company as to the matters set forth in Section 3.1(a) hereof.
(c) The Purchaser shall have received a A favorable opinion or opinions of counsel for the Company substantially in the form and substance satisfacory to the Purchaserattached hereto as Exhibit C, it being understood that, that to the extent that such opinion of counsel shall rely upon any other opinion of counsel, each such other opinion shall also be in form and substance satisfactory to the Purchaser Purchasers and shall provide that the Purchaser Purchasers may rely thereon.
(d) The Purchaser shall have received resolutions 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 authorizing
(i) the consummation of the Transactions, and (ii) specific officers to execute and deliver this Agreement and the Supplemental Ancillary Agreements to which the Company is intended to be a party and (iii) the meeting of the stockholders of the Company referred to in Section 7 belowAgreements.
(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 Supplemental 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 StateGovernmental certificates, dated the most recent practicable date prior to the Closing Date, with telegram updates where available, showing that each of the Company and its Subsidiaries is organized and in good standing in the State jurisdiction of Indianaits organization and is qualified as a foreign corporation and in good standing in all other jurisdictions in which it is qualified to transact business.
(g) Each consent, license and approval required in connection with (i) the execution, delivery, performance, validity and enforceability of this Agreement, the Ancillary Agreements, and the consummation of the Transactions and (ii) the conduct by each of the Company and its Subsidiaries of its business after the Closing Date; such consents, licenses and approvals shall be in full force and effect and be satisfactory in form and substance to the Purchasers.
(h) A copy of the certificate of incorporation and all amendments thereto of each of the Company, General Acceptance Corporation ReinsuranceAutorics II, Limited Inc., Autorics, Inc. and NAC and copies of their respective by-laws its bylaws 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.
(h) The Purchaser shall have received such financial statements, projections and such other financial and other information regarding the Company and its Subsidiaries as the Purchaser deems appropriate.
(i) A certificate of the Chief Executive Officer of the Company, satisfactory in form and substance to the PurchaserPurchasers, stating that, as of the Closing Date, no change has occurred in the business, assets, operating properties, operations, prospects, financial or other condition of the Company or any of its Subsidiaries since April 11June 30, 1997 1996, which would result in a Material Adverse Effect, except such changes as have been disclosed to the Conseco Directors.
Appears in 1 contract
Samples: Securities Purchase Agreement (Nal Financial Group Inc)
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 AgreementAgreement (but shall have all applicable obligations hereunder), and the Purchaser shall not be obligated to issue make the Guaranty or to otherwise satisfy its obligations 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) The Company shall have issued to the Purchaser the Note and the Warrant.
(b) The Purchaser shall have received a written certificate from the chief financial officer of the Company to the effect that all All of the representations and warranties of the Company contained in this Agreement or in any of the Supplemental Ancillary Agreements are true and shall be correct in all material respects. Except 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.
(cb) The Purchaser shall have received a favorable opinion or opinions written certification by the chief financial officer of counsel for the Company in form and substance satisfacory as to the Purchaser, it being understood that, matters set forth in Section 3.1(a) hereof.
(c) The Purchaser shall have purchased the Xxxxxx Debentures and common stock held by the Xxxxxx Family pursuant to the extent that such opinion an agreement of counsel shall rely upon any other opinion of counsel, each such other opinion shall also be in form and substance satisfactory to the Purchaser and shall provide that the Purchaser may rely thereoneven date herewith.
(d) The Purchaser shall have received resolutions 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, Transactions and (ii) specific officers to execute and deliver this Agreement and the Supplemental Ancillary Agreements to which the Company is intended to be a party and (iii) the meeting of the stockholders of the Company referred to in Section 7 belowAgreements.
(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 Supplemental 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 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.
(h) 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.
(hi) The Purchaser shall have received such financial statementsthe Financials, projections and such other financial and other information regarding the Company and its Subsidiaries as the Purchaser deems appropriate.
(ij) A certificate of The Company shall have acquired the Chief Executive Officer of the Company, satisfactory in form and substance to the Purchaser, stating that, as of the Closing Date, no change has occurred in the business, assets, operating properties, operations, prospects, financial or other condition headquarters building of the Company or any from Xxxxxxx Xxxxxx.
(k) A stock certificate representing 16,000,000 shares of its Subsidiaries since April 11, 1997 which would result in a Material Adverse Effect, except such changes as Common Stock.
(l) Employment Agreements for Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx shall have been disclosed terminated pursuant to separation agreements of even date herewith.
(m) Agreement by General Electric Capital Corporation to amend various covenants and waive various covenant violations under the Credit Agreement between the Company and General Electric Capital Corporation being executed concurrently herewith.
(n) The waiting period (and any extension thereof) applicable to the Conseco Directorstransactions contemplated by this Securities Purchase Agreement under the Xxxx, Xxxxx, Xxxxxx Antitrust Improvement Act shall have been terminated or shall have otherwise expired.
(o) Such additional information and materials as the Purchaser may request.
Appears in 1 contract
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 AgreementAgreement (but shall have all applicable obligations hereunder), and the Purchaser shall not be obligated to issue make the Guaranty or to otherwise satisfy its obligations 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) The Company shall have issued to the Purchaser the Note and the Warrant.
(b) The Purchaser shall have received a written certificate from the chief financial officer of the Company to the effect that all All of the representations and warranties of the Company contained in this Agreement or in any of the Supplemental Ancillary Agreements are true and shall be correct in all material respects. Except 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.
(cb) 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 or opinions of counsel for the Company substantially in the form and substance satisfacory to the Purchaserattached hereto as Exhibit D, it being understood that, that to the extent that such opinion of counsel shall rely upon any other opinion of counsel, each such other opinion shall also be in form and substance satisfactory to the Purchaser and shall provide that the Purchaser may rely thereon.
(d) The Purchaser shall have received resolutions 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 this Agreement and the Supplemental Ancillary Agreements to which the Company is intended to be a party and (iii) appointing the meeting of Conseco Directors to the stockholders of the Company referred to in Section 7 belowBoard.
(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 Supplemental 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 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.
(h) 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.
(hi) The Purchaser shall have received such financial statementsthe Financials, projections and such other financial and other information regarding the Company and its Subsidiaries as the Purchaser deems appropriate.
(ij) A certificate of the Chief Executive Officer of the Company, satisfactory in form and substance to the Purchaser, stating that, as of the Closing Date, no change has occurred in the business, assets, operating properties, operations, prospects, financial or other condition of the Company or any of its Subsidiaries since April 11December 31, 1997 1996 which would result in a Material Adverse Effect, except such changes as have been the sale of approximately $44,000,000 of accounts receivable previously disclosed to the Conseco DirectorsPurchaser and as set forth on Schedule 3.1(j).
(k) The Stockholders' Agreement.
(l) The Registration Rights Agreement.
(m) The Debentures.
Appears in 1 contract
Samples: Registration Rights Agreement (General Acceptance Corp /In/)
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 Sellers shall have no rights under this AgreementAgreement (but shall have all applicable obligations hereunder), and the Purchaser shall not be obligated to issue make the Guaranty or to otherwise satisfy its obligations 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 Sellers shall have delivered, where applicable, in form and substance satisfactory to the Purchaser, and (unless otherwise indicated) each dated the Closing Date:
(a) The Company shall have issued to the Purchaser the Note and the Warrant.
(b) The Purchaser shall have received a written certificate from the chief financial officer of the Company to the effect that all All of the representations and warranties of the Company Sellers contained in this Agreement or in any of the Supplemental Ancillary Agreements are true and shall be correct in all material respects. Except 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.
(cb) The Purchaser 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 received a favorable opinion been terminated or opinions of counsel for the Company in form and substance satisfacory to the Purchaser, 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 also be in form and substance satisfactory to the Purchaser and shall provide that the Purchaser may rely thereonhave otherwise expired.
(dc) The Purchaser shall have received resolutions 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, Transactions and (ii) specific officers to execute and deliver this Agreement and the Supplemental Ancillary Agreements to which the Company is intended to be a party and (iii) the meeting of the stockholders of the Company referred to in Section 7 belowAgreements.
(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 Supplemental 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.
(fd) 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.
(ge) 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 transactions under the Real Estate Purchase Agreement and resolution of issues related to the mortgage provided by First Chicago NBD National Bank in a manner satisfactory to Purchaser shall have received such financial statements, projections and such other financial and other information regarding the Company and in its Subsidiaries as the Purchaser deems appropriatesole discretion.
(i) A certificate The Debentures and 3,814,000 shares of the Chief Executive Officer Common Stock are free and clear of the Companyall Liens.
(j) Employment Agreements for Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx, satisfactory copies of which are attached hereto as Exhibits D and E, respectively, shall have been terminated in form exchange for full payment thereunder, and substance to the Purchaser, stating that, as Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx shall have resigned from all of the Closing Date, no change has occurred in the business, assets, operating properties, operations, prospects, financial or other condition of their positions with the Company or any of its Subsidiaries since April 11, 1997 which would result in a Material Adverse Effect, except such changes as have been disclosed to the Conseco Directors.and its
Appears in 1 contract
