Conditions to the Selling Shareholders’ Obligations. The obligations of the Selling Shareholders to sell the Transferred Shares to the Purchasers under Section 1 are subject to the fulfillment by the Purchasers, or waiver by each Selling Shareholder, on or before the Closing of each of the following conditions:
Conditions to the Selling Shareholders’ Obligations. The several obligations of the Selling Shareholders are subject to the following conditions:
(a) The representations and warranties of the Company set forth in Section 3.1, Section 3.6(e), the fourth sentence of Section 3.8, Section 3.9(a), Section 3.24 and Section 3.25 of the Securities Purchase Agreement, dated December 22, 2008, between the Company and Elevation Partners, L.P. (the “Securities Purchase Agreement”) are true and correct in all material respects as of the Closing Date.
(b) The Selling Shareholders shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, certifying that the condition set forth in Section 7(a) has been satisfied.
(c) The Selling Shareholders shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company on behalf of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.
(d) The Selling Shareholders shall have received on the Closing Date an opinion of Xxxxx Xxxx & Xxxxxxxx, outside counsel for the Company, dated the Closing Date and addressed to each of the Selling Shareholders, covering the matters referred to in Schedule IV hereto.
(e) The Selling Shareholders shall have received on the Closing Date an opinion of the General Counsel of the Company, dated the Closing Date, covering the matters set forth on Schedule VII hereto.
(f) The Selling Shareholders shall have received on the Closing Date an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, counsel for the Underwriters, dated the Closing Date and addressed to each of the Selling Shareholders, covering the matters referred to in Schedule VIII hereto.
(g) The Selling Shareholders shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Selling Shareholders, from Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial st...
Conditions to the Selling Shareholders’ Obligations. The obligation of the Selling Shareholders to effect the First Closing under this Agreement is subject to the satisfaction, at or prior to the First Closing Date, of each of the following conditions, unless validly waived in writing by Sellers’ Representative.
Conditions to the Selling Shareholders’ Obligations. The obligations of the Selling Shareholders to consummate the transactions provided for by this Agreement are subject to the satisfaction or the written waiver by the Selling Shareholders, on or prior to the Closing Date, of each of the following conditions:
Conditions to the Selling Shareholders’ Obligations. The obligations of each of the Selling Shareholders to sell the Secondary Shares to the Investor pursuant to this Agreement are subject to the satisfaction, or the waiver of such Selling Shareholder at or prior to the Closing Date, of the following conditions:
(i) each of the conditions set forth in Section 1.3(b) of the Subscription Agreement (other than that set forth in Section 1.3(b)(iii) thereof) has been satisfied or waived;
(ii) successful completion of the Public Offering and the listing of the ADSs on the New York Stock Exchange by December 31, 2010;
(iii) the representations and warranties of the Investor contained herein shall be true and complete when made and shall be true and complete on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except in either case for those representations and warranties that address matters only as of a particular date, which representations will have been true and complete as of such particular date; and
(iv) the Investor shall have performed and complied with all agreements required by this Agreement to be performed or complied with by the Investor on or prior to the Closing Date.
Conditions to the Selling Shareholders’ Obligations. The transfer of the Shares by the Selling Shareholders pursuant to Section 2.1 on the Closing Date is conditioned upon satisfaction, at or prior to such date, of the following conditions:
Conditions to the Selling Shareholders’ Obligations. The obligations of each of the Selling Shareholders to sell the Secondary Shares to the Investor pursuant to this Agreement are subject to the satisfaction, or the waiver of such Selling Shareholder at or prior to the Closing Date, of the following conditions:
(i) successful completion of the Public Offering and the listing of the ADSs on the NASDAQ Global Market by June 30, 2010;
(ii) the representations and warranties of the Investor contained herein shall be true and complete when made and shall be true and complete on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except in either case for those representations and warranties that address matters only as of a particular date, which representations will have been true and complete as of such particular date;
(iii) all of the Series A preferred shares and Series B preferred shares of the Company shall have been converted into Ordinary Shares pursuant to the Amended and Restated Memorandum and Articles of Association of the Company adopted on January 18, 2008; and
(iv) the Investor shall have performed and complied with all agreements required by this Agreement to be performed or complied with by the Investor on or prior to the Closing Date.
Conditions to the Selling Shareholders’ Obligations. The obligations of the Selling Shareholder to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing of all of the following conditions, except such conditions as the Selling Shareholder may waive:
(a) The Buyer shall have complied in all material respects with all of its agreements contained herein required to be complied with at or prior to the Closing, and all of the representations and warranties of the Buyer contained herein shall be true in all material respects at and as of the Closing with the same effect as though made at and as of the Closing.
(b) All action (including notifications and filings) that shall be required to be taken by the Buyer in order to consummate the transactions contemplated hereby shall have been taken and all consents, approvals, authorizations and exemptions from third Parties that shall be required in order to enable the Buyer to consummate the transactions contemplated hereby shall have been duly obtained.
(c) No order of any court or governmental or regulatory authority or body which restrains or prohibits the transactions contemplated hereby shall be in effect on the Closing date and no suit or investigation by any government agency to enjoin the transactions contemplated hereby or seek damages or other relief as a result thereof shall be pending or threatened in writing as of the Closing.
(d) The Selling Shareholder shall have received from the Buyer all of the documents and other items required to be delivered at Closing as provided in SECTION 2 herein.
Conditions to the Selling Shareholders’ Obligations. Notwithstanding any other provisions of this Agreement, the obligation of the Selling Shareholders to consummate the transactions contemplated herein shall be subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions precedent, any of which may be waived by Xxxxxx on behalf of the Selling Shareholders:
(a) Accuracy of Amerac's Representations and Warranties. The representations and warranties of Amerac set forth in Article IV shall be true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date.
Conditions to the Selling Shareholders’ Obligations. The obligations of the Selling Shareholders to consummate the transactions contemplated herein shall be subject to the satisfaction (or waiver by the Selling Shareholders) of the conditions set forth below in this Article.
