CONDITIONS TO THE PURCHASER'S OBLIGATIONS TO PURCHASE. The Purchaser's obligation to purchase the Note and Warrant is conditioned upon satisfaction of the following conditions precedent on the Closing Date (any or all of which may be waived by the Purchaser in its sole discretion): (a) The closings under the Other Purchase Agreements shall have occurred; (b) No legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement; (c) The representations and warranties of the Company contained in this Agreement shall have been true and correct on the date of this Agreement and the representations and warranties of the Company contained in the Transaction Documents shall be true and correct on the Closing Date as if given on and as of the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by the Company on or before the Closing Date; (d) No event which, if the Note were outstanding, would constitute an Event of Default or Repurchase Event or which, with the giving of notice or the passage of time, or both, would constitute an Event of Default or Repurchase Event shall have occurred and be continuing; (e) The Collateral Agent shall have executed and delivered to the Company the Security Agreement and a copy thereof, duly executed and delivered by the Company and the Collateral Agent, shall have been furnished to the Purchaser; (f) Nothing shall have come to the Purchaser's attention that renders the search reports of the relevant Uniform Commercial Code filing offices previously provided by the Company inaccurate or incomplete; (g) All filings of financing statements necessary or appropriate under the Uniform Commercial Code in connection with the Security Agreement shall have been made, and the Purchaser shall have received satisfactory evidence of such filings; (h) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, duly executed by its Chief Executive Officer or Chief Financial Officer, to the effect set forth in subparagraphs (a), (b), (c) and (d) of this Section 7.2; (i) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, of the Secretary of the Company certifying (A) the Certificate of Incorporation and By-Laws of the Company as in effect on the Closing Date, (B) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, (C) the due election or appointment, incumbency and specimen signature of each officer of the Company who executes any Transaction Document, with provisions for counter-certification of the election or appointment, incumbency and signature of the Secretary of the Company by another officer of the Company; (j) The Purchaser shall have received an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for the Company, dated the Closing Date, addressed to the Purchaser, substantially in the form attached as EXHIBIT E and otherwise in form, scope and substance reasonably satisfactory to the Purchaser; (k) The Purchaser shall have received an opinion of the Senior Vice President and General Counsel of the Company, dated the Closing Date, addressed to the Purchaser, substantially in the form attached as EXHIBIT F and otherwise in form, scope and substance reasonably satisfactory to the Purchaser; and (l) On the Closing Date, (i) trading in securities on the NYSE, the AMEX or Nasdaq shall not have been suspended or materially limited and (ii) a general moratorium on commercial banking activities in the State of New York or the State of Texas shall not have been declared by either federal or state authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any United States financial market which, in each case, in the good faith judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Note and Warrant.
Appears in 2 contracts
Samples: Purchase Agreement (Zix Corp), Purchase Agreement (Zix Corp)
CONDITIONS TO THE PURCHASER'S OBLIGATIONS TO PURCHASE. The Purchaser's obligation to purchase acquire the Amended Note and the Amended Warrant is conditioned upon satisfaction of the following conditions precedent on or before the Amendment Closing Date (any or all of which may be waived by the Purchaser in its sole discretion):
(a) The closings under On the Other Purchase Agreements shall have occurred;
(b) No Amendment Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement;
(cb) The representations and warranties of the Company contained in this Agreement shall have been true and correct on the date of this Agreement and the representations and warranties of the Company contained in the Amendment Transaction Documents shall be true and correct on the Amendment Closing Date as if given made on and as of the Amendment Closing Date (except for representations given made as of a specific date, which representations shall be true and correct as of such date), and on or before the Amendment Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Amendment Transaction Documents required to be performed by the Company on or before the Amendment Closing Date;
(dc) No event which, if the Note were outstanding, which would constitute an Event of Default under the Note or Repurchase Event the Amended Note or which, with the giving of notice or the passage of time, or both, would constitute such an Event of Default shall have occurred and be continuing; and no event which would constitute a Repurchase Event under the Note or the Amended Note or which, with the giving of notice or passage of time, or both, would constitute such a Repurchase Event shall have occurred and be continuing;.
(e) The Collateral Agent shall have executed and delivered to the Company the Security Agreement and a copy thereof, duly executed and delivered by the Company and the Collateral Agent, shall have been furnished to the Purchaser;
(f) Nothing shall have come to the Purchaser's attention that renders the search reports of the relevant Uniform Commercial Code filing offices previously provided by the Company inaccurate or incomplete;
(g) All filings of financing statements necessary or appropriate under the Uniform Commercial Code in connection with the Security Agreement shall have been made, and the Purchaser shall have received satisfactory evidence of such filings;
(hd) The Company shall have delivered to the Purchaser a certificate, dated the Amendment Closing Date, duly executed by its Chief Executive Officer or Chief Financial Officer, to the effect set forth in subparagraphs (a), (b), (c) and (dc) of this Section 7.28;
(ie) The Company shall have delivered to the Purchaser a certificate, dated the Amendment Closing Date, of the Secretary of the Company certifying (A) that there has been no change in the Certificate Articles of Incorporation and or By-Laws of the Company as in effect on from the copies thereof certified to the Purchaser at the Closing Date, under the Purchase Agreement and (B) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the other Amendment Transaction Documents and the transactions contemplated hereby and thereby, (C) the due election or appointment, incumbency and specimen signature of each officer of the Company who executes any Transaction Document, with provisions for counter-certification of the election or appointment, incumbency and signature of the Secretary of the Company by another officer of the Company;
(jf) The On the Amendment Closing Date, the Purchaser shall have received an opinion of Xxxx Xxxxxxx & Xxxxxx LLPXxxxx Xxxxx L.L.P., counsel for the Company, dated the Amendment Closing Date, addressed to the Purchaser, in form, scope and substance reasonably satisfactory to the Purchaser, substantially in the form attached as EXHIBIT E and otherwise in form, scope and substance reasonably satisfactory to the PurchaserD;
(kg) The On the Amendment Closing Date, the Purchaser shall have received an opinion of the Senior Vice President and General Counsel of the Company, dated the Amendment Closing Date, addressed to the Purchaser, in form, scope and substance reasonably satisfactory to the Purchaser, substantially in the form attached as EXHIBIT E; and
(h) On the Amendment Closing Date:
(1) the Purchaser shall have received an opinion of outside legal counsel to the Company reasonably acceptable to the Purchaser, dated the Amendment Closing Date, addressed to the Purchaser, in form, scope and substance satisfactory to the Purchaser substantially to the effect that the shares of Common Stock issuable to the Purchaser in connection with Share Redemptions under Section 2(c) of the Amended Note have been registered on the Existing Registration Statement for resale by the Purchaser or
(2) the Additional Registration Statement shall have been ordered effective by the SEC, no stop order with respect thereto shall have been issued and no proceedings seeking to terminate or suspend such effectiveness shall be pending or threatened, the Additional Registration Statement shall be effective and available for use by the Purchaser for resale of shares of Common Stock that may be issued upon Share Redemptions and the Purchaser shall have received an opinion of outside legal counsel to the Company, dated the Amendment Closing Date, addressed to the Purchaser, substantially in the form attached as EXHIBIT F and otherwise in form, scope and substance reasonably satisfactory to the Purchaser; and
(l) On the Closing Date, (i) trading in securities on the NYSE, the AMEX or Nasdaq shall not have been suspended or materially limited and (ii) a general moratorium on commercial banking activities in the State of New York or the State of Texas shall not have been declared by either federal or state authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any United States financial market which, in each case, in the good faith judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Note and Warrant.XXXXXXX X.
Appears in 1 contract
Samples: Purchase Agreement (Zix Corp)
CONDITIONS TO THE PURCHASER'S OBLIGATIONS TO PURCHASE. The Purchaser's obligation obligations to purchase the Note Shares and Warrant is are conditioned upon satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Purchaser in its sole discretion):
(a) The closings under On the Other Purchase Agreements shall have occurred;
(b) No Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement;
(cb) The representations and warranties of the Company contained in this Agreement shall have been true and correct on the date of this Agreement and the representations and warranties of the Company contained in the Transaction Documents shall be true and correct on the Closing Date as if given on and as of the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by the Company on or before the Closing Date;
(dc) No event which, if the Note were outstanding, would constitute an Event of Default or Repurchase Event or which, with the giving of notice or the passage of time, or both, would constitute an Event of Default or Repurchase Event Change in Control Transaction shall have occurred and be continuingoccurred;
(e) The Collateral Agent shall have executed and delivered to the Company the Security Agreement and a copy thereof, duly executed and delivered by the Company and the Collateral Agent, shall have been furnished to the Purchaser;
(f) Nothing shall have come to the Purchaser's attention that renders the search reports of the relevant Uniform Commercial Code filing offices previously provided by the Company inaccurate or incomplete;
(g) All filings of financing statements necessary or appropriate under the Uniform Commercial Code in connection with the Security Agreement shall have been made, and the Purchaser shall have received satisfactory evidence of such filings;
(hd) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, duly executed by its Chief Executive Officer or Chief Financial Officer, to the effect set forth in subparagraphs (a), (b), (c) and (dc) of this Section 7.28;
(ie) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, of the Secretary of the Company certifying (A) the Certificate of Incorporation and By-Laws of the Company as in effect on the Closing Date, (B) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and (C) the due election or appointment, incumbency and specimen signature of each officer of the Company who executes any Transaction Document, with provisions for counter-certification of the election or appointment, incumbency and signature of the Secretary of the Company such other matters as reasonably requested by another officer of the Company;
(j) The Purchaser shall have received an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for the Company, dated the Closing Date, addressed to the Purchaser, substantially in the form attached as EXHIBIT E and otherwise in form, scope and substance reasonably satisfactory to the Purchaser;
(kf) The Purchaser shall have received an opinion As of the Senior Vice President and General Counsel of the Company, dated the Closing Date, addressed to the Purchaser, Company shall have filed with the Nevada Secretary of State the Certificate of Designation authorizing the Shares in substantially in the form Form of Exhibit A attached as EXHIBIT F and otherwise in form, scope and substance reasonably satisfactory to the Purchaserhereto; and
(lg) On the Closing Date, (i) trading in securities on the NYSE, the AMEX or Nasdaq OTCBB shall not have been suspended or materially limited and (ii) a general moratorium on commercial banking activities in the State of New York or the State of Texas shall not have been declared by either federal or state authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any United States financial market which, in each case, in the good faith judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Note Shares and Warrant.
Appears in 1 contract
Samples: Purchase Agreement (Biogentech Corp)
CONDITIONS TO THE PURCHASER'S OBLIGATIONS TO PURCHASE. The Purchaser's obligation to purchase the Note and Warrant is conditioned upon satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Purchaser in its sole discretion):
(a) The closings under On the Other Purchase Agreements shall have occurred;
(b) No Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement;
(cb) The representations and warranties of the Company contained in this Agreement shall have been true and correct on the date of this Agreement and the representations and warranties of the Company contained in the Transaction Documents shall be true and correct on the Closing Date as if given on and as of the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by the Company on or before the Closing Date;
(dc) No event which, if the Note were outstanding, would constitute an Event of Default or Repurchase Event Agreement or which, with the giving of notice or the passage of time, or both, would constitute an Event of Default or Repurchase Event repurchase Agreement shall have occurred and be continuing;
(ed) The Collateral Agent shall have executed and delivered to the Company the Security Agreement and a copy thereof, duly executed and delivered by the Company and the Collateral Agent, Stockholder Approval Condition shall have been furnished to the Purchasersatisfied;
(f) Nothing shall have come to the Purchaser's attention that renders the search reports of the relevant Uniform Commercial Code filing offices previously provided by the Company inaccurate or incomplete;
(g) All filings of financing statements necessary or appropriate under the Uniform Commercial Code in connection with the Security Agreement shall have been made, and the Purchaser shall have received satisfactory evidence of such filings;
(he) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, duly executed by its Chief Executive Officer or Chief Financial Officer, to the effect set forth in subparagraphs (a), (b), (c) and (d) of this Section 7.28.2;
(if) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, of the Secretary of the Company certifying (A) the Certificate of Incorporation and By-Laws of the Company as in effect on the Closing Date, (B) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, thereby and (C) such other matters as reasonably requested by the due election or appointment, incumbency and specimen signature of each officer of the Company who executes any Transaction Document, with provisions for counter-certification of the election or appointment, incumbency and signature of the Secretary of the Company by another officer of the CompanyPurchaser;
(jg) The On the Closing Date, the Purchaser shall have received an opinion of Xxxx Xxxxxxx & Xxxxxx Schneider Weinberger, LLP, counsel for the Company, dated the Closing DateXxxx, addressed to xxdxxxxxx xx the Purchaser, substantially in the form attached as EXHIBIT E and otherwise in form, scope and substance reasonably satisfactory to the Purchaser;
(k) The Purchaser shall have received an opinion of the Senior Vice President and General Counsel of the Company, dated the Closing Date, addressed to the Purchaser, substantially in the form attached as EXHIBIT F and otherwise in form, scope and substance reasonably satisfactory to the Purchaser; and
(lh) On the Closing Date, (i) trading in securities on the NYSE, the AMEX or Nasdaq shall not have been suspended or materially limited and (ii) a general moratorium on commercial banking activities in the State of New York or the State of Texas shall not have been declared by either federal or state authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any United States financial market which, in each case, in the good faith judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Note and Warrant.
Appears in 1 contract
Samples: Purchase Agreement (Viragen Inc)
CONDITIONS TO THE PURCHASER'S OBLIGATIONS TO PURCHASE. The Purchaser's obligation obligations to purchase the Note and Warrant is are conditioned upon satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Purchaser in its sole discretion):
(a) The closings under On the Other Purchase Agreements shall have occurred;
(b) No Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement;
(cb) The representations and warranties of the Company contained in this Agreement shall have been true and correct on the date of this Agreement and the representations and warranties of the Company contained in the Transaction Documents shall be true and correct on the Closing Date as if given on and as of the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by the Company on or before the Closing Date;
(dc) No event which, if the Note were outstanding, would constitute an Event of Default or Repurchase Event or which, with the giving of notice or the passage of time, or both, would constitute an Event of Default or Repurchase Event shall have occurred and be continuing;
(ed) The Collateral Agent No Change in Control Transaction shall have executed and delivered to the Company the Security Agreement and a copy thereof, duly executed and delivered by the Company and the Collateral Agent, shall have been furnished to the Purchaseroccurred;
(f) Nothing shall have come to the Purchaser's attention that renders the search reports of the relevant Uniform Commercial Code filing offices previously provided by the Company inaccurate or incomplete;
(g) All filings of financing statements necessary or appropriate under the Uniform Commercial Code in connection with the Security Agreement shall have been made, and the Purchaser shall have received satisfactory evidence of such filings;
(he) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, duly executed by its Chief Executive Officer or Chief Financial Officer, to the effect set forth in subparagraphs (a), (b), (c) and (d) of this Section 7.28;
(if) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, of the Secretary of the Company certifying (A) the Certificate of Incorporation and By-Laws of the Company as in effect on the Closing Date, (B) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, thereby and (C) such other matters as reasonably requested by the due election or appointment, incumbency and specimen signature of each officer of the Company who executes any Transaction Document, with provisions for counter-certification of the election or appointment, incumbency and signature of the Secretary of the Company by another officer of the CompanyPurchaser;
(jg) The On the Closing Date, the Purchaser shall have received an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for the Company, dated the Closing Date, addressed to the Purchaser, substantially in the form attached as EXHIBIT E and otherwise in form, scope and substance reasonably satisfactory to the Purchaser;
(k) The Purchaser shall have received an opinion of the Senior Vice President and General Counsel of the Company, dated the Closing Date, addressed to the Purchaser, substantially in the form attached as EXHIBIT F and otherwise in form, scope and substance reasonably satisfactory to the PurchaserD; and
(lh) On the Closing Date, (i) trading in securities on the NYSE, the AMEX or Nasdaq OTCBB shall not have been suspended or materially limited and (ii) a general moratorium on commercial banking activities in the State of New York or the State of Texas shall not have been declared by either federal or state authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any United States financial market which, in each case, in the good faith judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Note and Warrant.
Appears in 1 contract
Samples: Purchase Agreement (Biogentech Corp)
CONDITIONS TO THE PURCHASER'S OBLIGATIONS TO PURCHASE. The Purchaser's ’s obligation to purchase the Note and Warrant is conditioned upon satisfaction of the following conditions precedent on the Closing Date (any or all of which may be waived by the Purchaser in its sole discretion):
(a) The closings under the Other Purchase Agreements shall have occurred;
(b) No legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement;
(c) The representations and warranties of the Company contained in this Agreement shall have been true and correct on the date of this Agreement and the representations and warranties of the Company contained in the Transaction Documents shall be true and correct on the Closing Date as if given on and as of the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by the Company on or before the Closing Date;
(d) No event which, if the Note were outstanding, would constitute an Event of Default or Repurchase Event or which, with the giving of notice or the passage of time, or both, would constitute an Event of Default or Repurchase Event shall have occurred and be continuing;
(e) The Collateral Agent shall have executed and delivered to the Company the Security Agreement and a copy thereof, duly executed and delivered by the Company and the Collateral Agent, shall have been furnished to the Purchaser;
(f) Nothing shall have come to the Purchaser's attention that renders the search reports of the relevant Uniform Commercial Code filing offices previously provided by the Company inaccurate or incomplete;
(g) All filings of financing statements necessary or appropriate under the Uniform Commercial Code in connection with the Security Agreement shall have been made, and the Purchaser shall have received satisfactory evidence of such filings;
(h) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, duly executed by its Chief Executive Officer or Chief Financial Officer, to the effect set forth in subparagraphs (a), (b), (c) and (d) of this Section 7.2;
(if) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, of the Secretary of the Company certifying (A) the Certificate Articles of Incorporation and By-Laws of the Company as in effect on the Closing Date, (B) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, (C) the due election or appointment, incumbency and specimen signature of each officer of the Company who executes any Transaction Document, with provisions for counter-certification of the election or appointment, incumbency and signature of the Secretary of the Company by another officer of the Company;
(jg) The Purchaser shall have received an opinion of Xxxx Xxxxxxx & Xxxxxx Procter LLP, counsel for the Company, dated the Closing Date, addressed to the Purchaser, substantially in the form attached as EXHIBIT E Exhibit D and otherwise in form, scope and substance reasonably satisfactory to the Purchaser;
(kh) The Purchaser shall have received an opinion of the Senior Vice President and General Counsel of Xxxxx Xxxxxx PLC, counsel for the Company, dated the Closing Date, addressed to the Purchaser, substantially in the form attached as EXHIBIT F Exhibit E and otherwise in form, scope and substance reasonably satisfactory to the Purchaser;
(i) The Company shall have received confirmation from Nasdaq, and provided the Purchaser reasonable evidence or if such confirmation is in written form, a copy thereof, that the transactions contemplated hereby will not require stockholder approved pursuant to Rule 4350(i) of Nasdaq rules; and
(lj) On the Closing Date, (i) trading in securities on the NYSE, the AMEX or Nasdaq shall not have been suspended or materially limited and (ii) a general moratorium on commercial banking activities in the State of New York or the State of Texas shall not have been declared by either federal or state authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any United States financial market which, in each case, in the good faith judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Note and Warrant.
Appears in 1 contract
Samples: Purchase Agreement (Insmed Inc)
CONDITIONS TO THE PURCHASER'S OBLIGATIONS TO PURCHASE. The Purchaser's obligation obligations to purchase the Note and Warrant is are conditioned upon satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Purchaser in its sole discretion):
(a) The closings under On the Other Purchase Agreements shall have occurred;
(b) No Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement;
(cb) The representations and warranties of the Company contained in this Agreement shall have been true and correct on the date of this Agreement and the representations and warranties of the Company contained in the Transaction Documents shall be true and correct on the Closing Date as if given on and as of the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by the Company on or before the Closing Date;
(dc) No event which, if the Note were outstanding, would constitute an Event of Default or Repurchase Event or which, with the giving of notice or the passage of time, or both, would constitute an Event of Default or Repurchase Event shall have occurred and be continuing;
(ed) The Collateral Agent No Change in Control Transaction shall have executed and delivered to the Company the Security Agreement and a copy thereof, duly executed and delivered by the Company and the Collateral Agent, shall have been furnished to the Purchaseroccurred;
(f) Nothing shall have come to the Purchaser's attention that renders the search reports of the relevant Uniform Commercial Code filing offices previously provided by the Company inaccurate or incomplete;
(g) All filings of financing statements necessary or appropriate under the Uniform Commercial Code in connection with the Security Agreement shall have been made, and the Purchaser shall have received satisfactory evidence of such filings;
(he) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, duly executed by its Chief Executive Officer or Chief Financial Officer, to the effect effects set forth in subparagraphs (a), (b), (c) and (dc) of this Section 7.28;
(if) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, of the Secretary of the Company certifying (A) the Certificate of Incorporation and By-Laws of the Company as in effect on the Closing Date, (B) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and (C) the due election or appointment, incumbency and specimen signature of each officer of the Company who executes any Transaction Document, with provisions for counter-certification of the election or appointment, incumbency and signature of the Secretary of the Company such other matters as reasonably requested by another officer of the Company;
(j) The Purchaser shall have received an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for the Company, dated the Closing Date, addressed to the Purchaser, substantially in the form attached as EXHIBIT E and otherwise in form, scope and substance reasonably satisfactory to the Purchaser;
(k) The Purchaser shall have received an opinion of the Senior Vice President and General Counsel of the Company, dated the Closing Date, addressed to the Purchaser, substantially in the form attached as EXHIBIT F and otherwise in form, scope and substance reasonably satisfactory to the Purchaser; and
(lg) On the Closing Date, (i) trading in securities on the NYSE, the AMEX or Nasdaq OTCBB shall not have been suspended or materially limited and (ii) a general moratorium on commercial banking activities in the State of New York or the State of Texas shall not have been declared by either federal or state authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any United States financial market which, in each case, in the good faith judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Note and Warrant.
Appears in 1 contract
CONDITIONS TO THE PURCHASER'S OBLIGATIONS TO PURCHASE. The Purchaser's obligation to purchase acquire the Amended Note and the Amended Warrant is conditioned upon satisfaction of the following conditions precedent on or before the Amendment Closing Date (any or all of which may be waived by the Purchaser in its sole discretion):
(a) The closings under On the Other Purchase Agreements shall have occurred;
(b) No Amendment Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement;
(cb) The representations and warranties of the Company contained in this Agreement shall have been true and correct on the date of this Agreement and the representations and warranties of the Company contained in the Amendment Transaction Documents shall be true and correct on the Amendment Closing Date as if given made on and as of the Amendment Closing Date (except for representations given made as of a specific date, which representations shall be true and correct as of such date), and on or before the Amendment Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Amendment Transaction Documents required to be performed by the Company on or before the Amendment Closing Date;
(dc) No event which, if the Note were outstanding, which would constitute an Event of Default under the Note or Repurchase Event the Amended Note or which, with the giving of notice or the passage of time, or both, would constitute such an Event of Default shall have occurred and be continuing; and no event which would constitute a Repurchase Event under the Note or the Amended Note or which, with the giving of notice or passage of time, or both, would constitute such a Repurchase Event shall have occurred and be continuing;.
(e) The Collateral Agent shall have executed and delivered to the Company the Security Agreement and a copy thereof, duly executed and delivered by the Company and the Collateral Agent, shall have been furnished to the Purchaser;
(f) Nothing shall have come to the Purchaser's attention that renders the search reports of the relevant Uniform Commercial Code filing offices previously provided by the Company inaccurate or incomplete;
(g) All filings of financing statements necessary or appropriate under the Uniform Commercial Code in connection with the Security Agreement shall have been made, and the Purchaser shall have received satisfactory evidence of such filings;
(hd) The Company shall have delivered to the Purchaser a certificate, dated the Amendment Closing Date, duly executed by its Chief Executive Officer or Chief Financial Officer, to the effect set forth in subparagraphs (a), (b), (c) and (dc) of this Section 7.28;
(ie) The Company shall have delivered to the Purchaser a certificate, dated the Amendment Closing Date, of the Secretary of the Company certifying (A) that there has been no change in the Certificate Articles of Incorporation and or By-Laws of the Company as in effect on from the copies thereof certified to the Purchaser at the Closing Date, under the Purchase Agreement and (B) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the other Amendment Transaction Documents and the transactions contemplated hereby and thereby, (C) the due election or appointment, incumbency and specimen signature of each officer of the Company who executes any Transaction Document, with provisions for counter-certification of the election or appointment, incumbency and signature of the Secretary of the Company by another officer of the Company;
(jf) The On the Amendment Closing Date, the Purchaser shall have received an opinion of Xxxx Xxxxxxx & Xxxxxx LLPXxxxx Xxxxx L.L.P., counsel for the Company, dated the Amendment Closing Date, addressed to the Purchaser, in form, scope and substance reasonably satisfactory to the Purchaser, substantially in the form attached as EXHIBIT E and otherwise in form, scope and substance reasonably satisfactory to the PurchaserD;
(kg) The On the Amendment Closing Date, the Purchaser shall have received an opinion of the Senior Vice President and General Counsel of the Company, dated the Amendment Closing Date, addressed to the Purchaser, in form, scope and substance reasonably satisfactory to the Purchaser, substantially in the form attached as EXHIBIT E; and
(h) On the Amendment Closing Date:
(1) the Purchaser shall have received an opinion of outside legal counsel to the Company reasonably acceptable to the Purchaser, dated the Amendment Closing Date, addressed to the Purchaser, in form, scope and substance satisfactory to the Purchaser substantially to the effect that the shares of Common Stock issuable to the Purchaser in connection with Share Redemptions under Section 2(c) of the Amended Note have been registered on the Existing Registration Statement for resale by the Purchaser or
(2) the Additional Registration Statement shall have been ordered effective by the SEC, no stop order with respect thereto shall have been issued and no proceedings seeking to terminate or suspend such effectiveness shall be pending or threatened, the Additional Registration Statement shall be effective and available for use by the Purchaser for resale of shares of Common Stock that may be issued upon Share Redemptions and the Purchaser shall have received an opinion of outside legal counsel to the Company, dated the Amendment Closing Date, addressed to the Purchaser, substantially in the form attached as EXHIBIT F and otherwise in form, scope and substance reasonably satisfactory to the Purchaser; and
(l) On the Closing Date, (i) trading in securities on the NYSE, the AMEX or Nasdaq shall not have been suspended or materially limited and (ii) a general moratorium on commercial banking activities in the State of New York or the State of Texas shall not have been declared by either federal or state authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any United States financial market which, in each case, in the good faith judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Note and Warrant.G.
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Samples: Purchase Agreement (Zix Corp)
CONDITIONS TO THE PURCHASER'S OBLIGATIONS TO PURCHASE. The Purchaser's obligation obligations to purchase the Note and Warrant is are conditioned upon satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Purchaser in its sole discretion):
(a) The closings under On the Other Purchase Agreements shall have occurred;
(b) No Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement;
(cb) The representations and warranties of the Company contained in this Agreement shall have been true and correct on the date of this Agreement and the representations and warranties of the Company contained in the Transaction Documents shall be true and correct on the Closing Date as if given on and as of the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Closing Date the Company shall have performed all covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by the Company on or before the Closing Date;
(dc) No event which, if the Note were outstanding, would constitute an Event of Default or Repurchase Event or which, with the giving of notice or the passage of time, or both, would constitute an Event of Default or Repurchase Event shall have occurred and be continuing;
(ed) The Collateral Agent No Change in Control Transaction shall have executed and delivered to the Company the Security Agreement and a copy thereof, duly executed and delivered by the Company and the Collateral Agent, shall have been furnished to the Purchaseroccurred;
(f) Nothing shall have come to the Purchaser's attention that renders the search reports of the relevant Uniform Commercial Code filing offices previously provided by the Company inaccurate or incomplete;
(g) All filings of financing statements necessary or appropriate under the Uniform Commercial Code in connection with the Security Agreement shall have been made, and the Purchaser shall have received satisfactory evidence of such filings;
(he) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, duly executed by its Chief Executive Officer or Chief Financial Officer, to the effect effects set forth in subparagraphs (a), (b), (c) and (dc) of this Section 7.28;
(if) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, of the Secretary of the Company certifying (A) the Certificate of Incorporation and By-Laws of the Company as in effect on the Closing Date, (B) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and (C) such other matters as reasonably requested by the due election or appointment, incumbency and specimen signature of each officer of the Company who executes any Transaction Document, with provisions for counter-certification of the election or appointment, incumbency and signature of the Secretary of the Company by another officer of the CompanyPurchaser;
(jg) The Purchaser Company shall have received an opinion of Xxxx Xxxxxxx & Xxxxxx LLP, counsel for the Company, dated the Closing Date, addressed delivered to the Purchaser, substantially Purchaser an executed Security Agreement in the form attached as EXHIBIT E and otherwise in form, scope and substance reasonably satisfactory to the Purchaser;
(k) The Purchaser shall have received an opinion of the Senior Vice President and General Counsel of the Company, dated the Closing Date, addressed to the Purchaser, substantially in the form attached as EXHIBIT F and otherwise in form, scope and substance reasonably satisfactory to the Purchaser10.5; and
(lh) On the Closing Date, (i) trading in securities on the NYSE, the AMEX or Nasdaq OTCBB shall not have been suspended or materially limited and (ii) a general moratorium on commercial banking activities in the State of New York or the State of Texas shall not have been declared by either federal or state authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any United States financial market which, in each case, in the good faith judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Note and Warrant.
Appears in 1 contract
