First Closing Conditions. (1) The respective obligations of each Anchor Investor, on the one hand, and the Company, on the other hand, to consummate the First Closing are each subject to the satisfaction or written waiver by the Company and the Anchor Investors of the following conditions prior to the First Closing:
(A) No provision of any Law and no judgment, injunction, order or decree shall prohibit the First Closing or the Second Closing or shall prohibit or restrict the Anchor Investors or any of their Affiliates from owning or voting any Common Shares to be purchased pursuant to the Transaction Documents;
(B) All Governmental Consents required to have been obtained at or prior to the First Closing Date in connection with the execution, delivery or performance of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including the transactions to be effected at the Second Closing) shall have been obtained and shall be in full force and effect;
(C) The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by the Transaction Documents under the HSR Act shall have expired or been earlier terminated; and
(D) The General Stockholder Proposals shall have been approved and adopted and the General Articles of Amendment shall have been duly filed with the Commonwealth of Virginia State Corporation Commission and shall be in full force and effect.
(2) The obligation of each Anchor Investor to purchase the Common Shares to be purchased by it at the First Closing is also subject to the satisfaction or written waiver by such Anchor Investor of the following conditions prior to the First Closing:
(A) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects on and as of May 23, 2010 and on and as of the First Closing Date as though made on and as of the First Closing Date, except where the failure to be true and correct (without regard to any materiality or Material Adverse Effect qualifications contained therein), individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect with respect to the Company (and except that (1) representations and warranties made as of a specified date shall be true and correct as of such date and (2) the representations and warranties of the Company set forth in Section 2.2(b) (but only with respect to the last sentence thereof), Section 2.2(c), Section 2.2(f) and Se...
First Closing Conditions. The obligations of the Parties to effect the First Closing shall be subject to the satisfaction or waiver in writing of the following conditions applicable to each of them as set forth below:
First Closing Conditions a. Conditions Precedent to the Obligation of the Company to Sell the Debentures. The obligation of the Company to sell the Debentures is subject to the satisfaction or waiver (with prior written notice to each Purchaser) by the Company, at or before the First Closing Date of each of the following conditions:
(i) Accuracy of the Purchasers' Representations and Warranties. The representations and warranties of each Purchaser in this Agreement shall be true and correct in all material respects as of the date when made and as of the First Closing;
First Closing Conditions. The respective obligations of each Anchor Investor, on the one hand, and the Company, on the other hand, to consummate the First Closing are each subject to the satisfaction or written waiver by the Company and the Anchor Investors of the following conditions prior to the First Closing:
(A) No provision of any Law and no judgment, injunction, order or decree shall prohibit the First Closing or the Second Closing or shall prohibit or restrict the Anchor Investors or any of their Affiliates from owning or voting any Common Shares to be purchased pursuant to the Transaction Documents;
(B) All Governmental Consents required to have been obtained at or prior to the First Closing Date in connection with the execution, delivery or performance of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including the transactions to be effected at the Second Closing) shall have been obtained and shall be in full force and effect;
(C) The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by the Transaction Documents under the HSR Act shall have expired or been earlier terminated; and
(D) The General Stockholder Proposals shall have been approved and adopted and the General Articles of Amendment shall have been duly filed with the Commonwealth of Virginia State Corporation Commission and shall be in full force and effect.
First Closing Conditions. The obligations of the Purchaser hereunder in connection with the First Closing are subject to the receipt by the Company of the conditional approval to the issuance of the Debentures and the Warrants by the TSX Venture Exchange.
First Closing Conditions. The obligation of Lender to issue to the Company the Note at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions:
(a) The Company shall have executed the Transaction Documents and delivered the same to Lender.
(b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that 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 Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date.
(c) The Company shall have executed and delivered to Lender the Note, dated as of the date hereof, in the principal amount of Three Hundred Fifty-Five Thousand Dollars ($355,000);
(d) The Company shall have provided to Lender a certificate of good standing from the secretary of state from the state in which the Company is incorporated.
(e) The Company shall have satisfied all obligations with respect to obtaining a waiver of any and all rights of first refusal as to, and any other rights of participation in, the transactions contemplated by the Transaction Documents.
(f) Lender shall have received an opinion of counsel from Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx, LLP in a form satisfactory to Lender.
First Closing Conditions. 6.1 The respective obligation of each party hereto to consummate the Transaction is subject to the satisfaction (or waiver by all other parties, if permissible under applicable law) on or prior to the First Closing Date of the following conditions:
First Closing Conditions. The closing of the First Team/FFP Purchase (the "FIRST CLOSING") shall occur at such time and place as Team and FFP shall agree on, which agreement shall be reached as soon as possible after the execution hereof (the date of the First Closing shall hereinafter be referred to as the "FIRST CLOSING DATE"). At the First Closing
(a) The Escrow Agent shall deliver the First Team Share Consideration to FFP; and
(b) In the event that any increases or decreases of Team/FFP's registered share capital have occurred prior to the First Closing, FFP and Team shall execute a notarial
First Closing Conditions. The following conditions must be satisfied or waived on or before the First Closing:
First Closing Conditions. Your obligations under this Agreement, including, without limitation, the obligation to purchase and pay for the First Closing Purchased Securities are subject to the following conditions precedent, and the failure by the Company to satisfy all such conditions shall relieve you, at your election, of all such obligations.
