Conditions to the Trust’s Obligations. The Trust’s obligation to sell and issue the Shares to each Purchaser will be subject to the receipt by the Trust of the respective Purchase Price from such Purchaser as set forth in Section 1.3 and the accuracy of the representations and warranties made by such Purchaser and the fulfillment of those undertakings of such Purchaser to be fulfilled prior to the Closing Date.
Conditions to the Trust’s Obligations. (a) The obligation of the Trust to deliver the Firm Contract Price on the Firm Payment Date is subject to the satisfaction of the following conditions:
(i) the purchase by the Underwriters of the Equity Trust Securities pursuant to the Underwriting Agreement shall have been consummated as contemplated under the Underwriting Agreement;
(ii) the representations and warranties of the Counterparty contained in Article II hereof shall be true and correct as of the Firm Payment Date;
(iii) the Collateral Agreement shall have been executed by the Counterparty and the delivery of the Collateral thereunder shall have been made; and
(iv) the Reimbursement Agreement shall have been executed by the Counterparty.
(b) The obligation of the Trust to deliver the Additional Contract Price on the Option Closing Date is subject to the satisfaction of the following conditions:
(i) the purchase by the Underwriters of the Additional Equity Trust Securities pursuant to the Underwriting Agreement shall have been consummated as contemplated under the Underwriting Agreement;
(ii) the representations and warranties of the Counterparty contained in Article II hereof shall be true and correct as of the Option Closing Date (except to the extent that they refer to an earlier date, in which case they shall be true and correct as of such earlier date); and
(iii) the delivery of any additional Collateral under the Collateral Agreement shall have been made.
Conditions to the Trust’s Obligations. The obligations of the Trust with respect to the Reorganization shall be subject to the following conditions precedent:
(a) Monarch shall have duly executed and delivered the applicable Reorganization Documents to the Trust.
(b) Monarch shall have delivered to the Trust a certificate dated as of the Closing Date and executed in its name by the Secretary or Assistant Secretary of Monarch, in a form reasonably satisfactory to the Trust, stating that the representations and warranties of Monarch in this Plan that apply to the Reorganization are true and correct in all material respects at and as of the Valuation Time.
(c) No action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with the Reorganization.
(d) The SEC shall not have issued any unfavorable advisory report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin consummation of the Reorganization under Section 25(c) of the 1940 Act.
(e) Monarch has performed and complied in all material respects with each of its agreements and covenants required by this Plan to be performed or complied with by it prior to or at the Reorganization's Valuation Time and Effective Time.
(f) The Trust shall have received from Monarch a duly executed instrument whereby the Acquiring Fund assumes all of the Liabilities of or attributable to the Target Fund.
(g) Neither party shall have terminated this Plan with respect to the Reorganization pursuant to Section 10 of this Plan.
(h) The parties shall have received any necessary order of the SEC exempting the parties from the prohibitions of Section 17 of the 1940 Act or any similar relief necessary to permit the Reorganization.
(i) The parties shall have received a certificate from Forum Financial Group, LLC stating that it will pay all audit, legal, and proxy solicitation costs incurred by the Target Fund and the Trust in connection with the Reorganization.
Conditions to the Trust’s Obligations. The Trust's obligation to sell the Purchased Shares is conditioned upon the fulfillment, as of the Closing, or the waiver by the Company, of all conditions to the Company's obligations under the Merger Agreement set forth in Sections 8.1 and 8.3 thereof (other than with respect to the closing of the transactions provided for by this Agreement).
Conditions to the Trust’s Obligations. (a) The Trust’s obligation to issue and sell the Shares to the Investor shall be subject to: (i) the receipt by the Trust of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page; (ii) the accuracy of (I) the representations and warranties made by the Investor, and (II) the other information provided by the Investor to the Trust set forth in this Agreement (including, without limitation, any DWAC related information provided by the Investor), (iii) the fulfillment of the undertakings of the Investor to be fulfilled prior to the Closing Date; and (iv) at least 400,000 Shares being subscribed for in the offering by the seventh (7th) Business Day following the effective date of Registration Statement.
(b) Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Shares as set forth on the Signature Page will be subject to the accuracy of the representations and warranties made by the Trust and the fulfillment of those undertakings of the Trust to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agreement, and the condition that the Placement Agent shall not have: (a) terminated the Placement Agreement pursuant to the terms thereof or (b) determined that the conditions to the Closing in the Placement Agreement have not been satisfied.
Conditions to the Trust’s Obligations. ON BEHALF OF THE ACQUIRED FUND. The obligations of the Trust, on behalf of the Acquired Fund, hereunder shall be subject to the following conditions precedent:
(a) This Agreement and the Reorganization shall have been approved by the Board of Trustees of the Trust on behalf of the Acquiring Fund.
(b) All representations and warranties of the Trust made in this Agreement shall be true and correct in all material respects as if made at and as of the Valuation Time and the Effective Time of the Reorganization.
(c) The Trust shall have delivered a certificate executed in its name by an appropriate officer, dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Valuation Time.
(d) The Trust shall have received an opinion of Xxxxxxxx & Xxxxxxxx LLP, upon which the Acquired Fund and its shareholders may rely, in form and substance reasonably satisfactory to the Trust, based upon representations made in certificates provided by the Trust, and/or its affiliates and/or principal shareholders of the Acquiring Fund and/or the Acquired Fund to Xxxxxxxx & Xxxxxxxx LLP, and dated as of the Closing Date, substantially to the effect that, for federal income tax purposes, the Reorganization will qualify as a "reorganization" within the meaning of Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund will each be a "party to a reorganization," within the meaning of Section 368(b) of the Code, with respect to the Reorganization.
(e) The N-14 Registration Statement shall have become effective and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Trust, contemplated by the SEC.
(f) No action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit or obtain damages or other relief in connection with this Agreement or the transactions contemplated herein.
(g) The SEC shall not have issued any unfavorable advisory report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act.
(h) The Trust on behalf of the Acquiring Fund shall have performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it prior t...
Conditions to the Trust’s Obligations. The obligation of the Trust hereunder to acquire the Series C Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Trust’s sole benefit and may be waived by the Trust at any time in its sole discretion: (a) the Company shall have executed this Series C Preferred SPA and delivered the same to the Trust; (b) the Company shall have delivered the Series C Preferred Shares to the Trust in accordance with Section 2 above; (c) the Company shall have delivered executed Subscription Documents, or such other instruments as contemplated by this Series C Preferred SPA; (d) the representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Series C Preferred SPA to be performed, satisfied or complied with by the Company at or prior to the Closing Date; and (e) no litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Series C Preferred SPA.
Conditions to the Trust’s Obligations. The obligations of the Trust hereunder are expressly subject to:
Conditions to the Trust’s Obligations. (a) The Trust’s obligation to issue and sell the Shares to the Investor shall be subject to: (i) the receipt by the Trust of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page; (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing Date; and (iii) the Trust’s sole determination to conduct the Offering, which determination shall be made no later than five (5) Business Days after this Agreement is fully executed.
(b) Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Shares as set forth on the Signature Page will be subject to the accuracy of the representations and warranties made by the Trust and the fulfillment of those undertakings of the Trust to be fulfilled prior to the Closing Date, including without limitation, those contained in the Underwriting Agreement, and to the condition that the Underwriters shall not have: (a) terminated the Underwriting Agreement pursuant to the terms thereof or (b) determined that the conditions to the closing in the Underwriting Agreement have not been satisfied.
Conditions to the Trust’s Obligations. The obligations of the Trust to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by the Trust:
