Conditions to the Purchaser’s Obligations. The obligation of each Purchaser to purchase the Shares and Warrants at the Closing is subject to the fulfillment to the Purchasers’ reasonable satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived in writing by the Purchasers:
(i) The representations and warranties made by the Company in Section 3.1 hereof shall be true and correct except where the failure to be so true and correct does not have a Material Adverse Effect. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date.
(ii) The Company shall have obtained in a timely fashion any and all material consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares and Warrants, all of which shall be and remain so long as necessary in full force and effect.
(iii) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, or self-regulatory organization enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.
(iv) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (i), (ii), (iii) and(vii) of this Section 2.2(a).
(v) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares and Warrants, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company.
(vi) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing; no stop order s...
Conditions to the Purchaser’s Obligations. The obligations of the Purchasers to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date:
(a) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as of the Closing Date;
(b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing;
(c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto;
(d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent);
(e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers;
(f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement;
(g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained w...
Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to purchase the Shares at the Closing are subject to the fulfillment to its satisfaction, on or prior to the Closing, of the following conditions, any of which may be waived:
Conditions to the Purchaser’s Obligations. The obligation of the Purchasers to consummate the Closing shall be subject to the satisfaction, or waiver in writing by the Purchasers, as of the Closing Date, of each of the following conditions:
Conditions to the Purchaser’s Obligations. Unless waived by the Purchaser in writing in its sole discretion, all obligations of the Purchaser under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions:
Conditions to the Purchaser’s Obligations. Each of the obligations of the Purchaser to be performed hereunder shall be subject to the satisfaction (or the waiver by the Purchaser) at or prior to the Closing Date of each of the following conditions:
Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the Closing:
(i) Except for the representations and warranties covered by clause (ii) below, each of the representations and warranties set forth in ARTICLE 3 and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warranty) shall be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date)..
(b) The Seller Parties shall have performed in all material respects all the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing.
(c) No Material Adverse Effect shall have occurred between the date hereof and the Closing Date.
(d) The Purchaser shall have received insurance coverage for Holdings and the Company reasonably satisfactory to the Purchaser.
(e) No judgment, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded.
(f) The Seller Parties (or the relevant Seller Party) shall have delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect):
(i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto;
(ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement;
(iii) a certificate of the Secretary (or equivalent ...
Conditions to the Purchaser’s Obligations. The obligations of each Purchaser hereunder are subject to the accuracy, as of the date hereof and on the Closing Date, of the representations and warranties of the Company contained herein, and to the performance by the Company of its obligations hereunder and to each of the following additional terms and conditions:
(a) The Company shall have executed and delivered to the Purchaser, or caused to be executed and delivered to the Purchaser, a copy of each of this Agreement and the Registration Rights Agreement;
(b) The aggregate gross proceeds from the sale of the Shares of Common Stock in the Participation Offering, including the sale of the Shares pursuant to the terms hereof, shall not be less than $20.5 million.
(c) The Company shall have furnished to the Purchaser a certificate, dated the Closing Date, executed on behalf of the Company by each of the President and Chief Executive Officer and the Chief Financial Officer of the Company, stating that:
(i) The representations, warranties and agreements of the Company in Section 4.1 hereof are true and correct as of the Closing Date and the Company has complied with all its agreements contained herein;
(ii) Such officers have carefully examined the Financial Statements (as defined in Section 4.1(e) hereof) and, in their opinion, as of their respective dates (except to the extent superseded by statements in later-prepared documents comprising part of the Financial Statements), and as of the Closing Date, the Financial Statements do not contain any untrue statement of a material fact nor omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and
(iii) From the date of the Financial Statements to the Closing Date, there shall not have been any event or series of events, change, occurrence or development or a state of circumstances or facts (including any events, changes, occurrences, developments, state of circumstances or facts existing prior to the date hereof but which become known during such period) that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in Section 4.1(g) hereof).
(d) The Company shall have delivered a certificate of the Secretary of the Company, dated as of the Closing Date, (i) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee ther...
Conditions to the Purchaser’s Obligations. The obligation of the Purchaser to purchase the Purchased Shares contemplated by this Agreement is conditioned upon the satisfaction or waiver, at or prior to Closing, of the following conditions:
Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Purchaser in its sole discretion, in whole or in part:
(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.
(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.
