Funding Conditions. The respective obligations of the Subscriber and the Company to consummate the purchase and sale of the Placement Shares and, if applicable, the payment of the Commitment Fee shall be subject, in the discretion of the Company or the Subscriber, as the case may be, to the following conditions: (a) All representations and warranties and other statements of the other party are, at and as of the Funding Time (except as expressly provided otherwise), true and correct in all material respects (assuming that the other party shall have performed in all material respects all of its obligations hereunder theretofore to be performed). (b) The Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Funding. (c) No stop order suspending the Private Placement shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or the Subscriber, threatened by any regulatory or governmental body. (d) The Company shall have entered into an Acquisition Agreement that is substantially similar in all material respects to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all of the material conditions to the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition Agreement. (e) Other than as contemplated by the Memorandum, there shall not have been any change effected without the Subscriber's prior written consent (which shall not be unreasonable withheld) after the date of this Agreement in the charter or other organizational document or bylaws of the Company adversely affecting the rights of the holders of the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Shares. (f) At the Funding, the Subscriber shall have received a certificate, dated as of the Funding Date, of the Chief Executive Officer and the Chief Financial Officer of the Company in which such officers state that, to their knowledge, the closing conditions specified in paragraphs (a) through (e) of this Section have been satisfied. (g) At the Funding, the Company shall have executed and delivered to the Subscriber a registration rights agreement in the form attached hereto as Annex C (the "Registration Rights Agreement"). (h) At the Funding, the Company and the Subscriber shall have received the customary form of opinion, dated as of such date, of Xxxxxx, XxXxxxxxx & Fish, LLP, outside counsel for the Company, in form and substance satisfactory to your counsel, and such other customary closing documentation as the parties may reasonably request.
Appears in 3 contracts
Samples: Subscription Agreement (Commerce Security Bancorp Inc), Subscription Agreement (Commerce Security Bancorp Inc), Subscription Agreement (Commerce Security Bancorp Inc)
Funding Conditions. (1) The respective obligations of the Subscriber Company and the Company Investors to consummate the purchase and sale Funding are subject to the fulfillment at or prior to the Funding Date of the Placement Shares and, if applicable, the payment of the Commitment Fee shall be subject, in the discretion of the Company or the Subscriber, as the case may be, to the following conditions:
(ai) All no provision of any applicable law or regulation and no judgment, injunction, order or decree of any Governmental Entity of competent jurisdiction shall prohibit the Funding or shall prohibit or restrict the Investors or their respective Affiliates from owning, voting, or converting or exercising the Warrant in accordance with its terms or owning any of the Common Stock or preferred stock of the Company (together, the “Warrant Shares” ) for which the Warrant is exercisable and no lawsuit shall have been commenced by any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners) (each, a “Governmental Entity”) of competent jurisdiction seeking to effect any of the foregoing; and
(ii) the Stockholder Approval shall have been obtained;
(iii) all governmental consents, approvals, authorizations, applications, registrations, qualifications, filings and notices that are required to be obtained in connection with the continuing operation of the Group Members and the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect;
(iv) the Investors shall have received written confirmation or nonobjection satisfactory to the Investors, from both the Office of Thrift Supervision (the “OTS”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to the effect that neither the Investors nor any of their respective Affiliates shall be deemed to “control” the Company or any Company Subsidiary for purposes of the Home Owners’ Loan Act, as amended and the applicable regulations and interpretations of the regulatory authorities responsible for implementing such statute (“HOLA”) by reason of the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, including the exercise of the Warrant; and
(v) if the Investors believe in good faith that they are required to file a notice with the Office of Thrift Supervision, or the Federal Reserve if applicable, pursuant to the Change in Bank Control Act of 1978, or the applicable regulations and interpretations of the regulatory authorities responsible for implementing such statute, the Investors shall have received written approval or nonobjection satisfactory to the Investors of such notice.
(2) The obligation of each Investor to consummate the Funding is also subject to the fulfillment or written waiver at or prior to the Funding Date of each of the following conditions:
(i) the representations and warranties and other statements of the other party areCompany set forth in Sections 2.1(c), at 2.1(j) and 2.1(dd) of this Agreement shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Funding Time Date as though made on and as of such dates (except to the extent any such representation and warranty is made as expressly provided otherwiseof a specified date, in which case such representation and warranty shall be true and correct as of such date), and the representations and warranties of the Company set forth in this Agreement (other than the representations and warranties of the Company set forth in Sections 2.1(c) and 2.1(j) of this Agreement) shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Funding Date as though made on and as of such dates (assuming that except to the other party extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of such date);
(ii) the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed).
(b) The Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part required to be performed or satisfied hereunder by it at or prior to the Funding.Funding under this Agreement;
(ciii) No stop order suspending the Private Placement shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or the Subscriber, threatened by any regulatory or governmental body.
(d) The Company shall have entered into an Acquisition Agreement that is substantially similar in all material respects to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all of the material conditions to the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition Agreement.
(e) Other than as contemplated by the Memorandum, there shall not have been any change effected without the Subscriber's prior written consent (which shall not be unreasonable withheld) after the date of this Agreement in the charter or other organizational document or bylaws of the Company adversely affecting the rights of the holders of the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Shares.
(f) At the Funding, the Subscriber Investors shall have received a certificate, dated as of the Funding Date, of the Chief Executive Officer and the Chief Financial Officer signed on behalf of the Company by a senior executive officer certifying that the conditions set forth in which such officers state that, to their knowledge, the closing conditions specified in paragraphs Sections 1.2(b)(2)(i) and (aii) through (e) of this Section have been satisfied.;
(giv) At since the Fundingdate of this Agreement, there shall not have been any circumstance, effect, event or change that, individually or in the Company aggregate, has or would reasonably be expected to result in a Material Adverse Effect;
(v) the Common Stock for which the Warrants may be exercised shall have executed been authorized for listing on the New York Stock Exchange or such other market on which the Common Stock is then listed or quoted, subject to official notice of issuance;
(vi) the aggregate balance of Specified Deposits on the Funding Date shall not be less than $2,250,000,000. “Specified Deposits” means deposits in customer accounts for the clearing and delivered retail brokerage business that are available to be swept to the Subscriber a registration rights agreement in the form attached hereto as Annex C (the "Registration Rights Agreement").
(h) At the Funding, the Company Bank and the Subscriber shall have received the customary form of opinion, dated as of such date, of Xxxxxx, XxXxxxxxx & Fish, LLP, outside counsel for the Company, in form and substance satisfactory to your counsel, and such other customary closing documentation as the parties may reasonably request.money market funds;
Appears in 2 contracts
Samples: Funding Agreement (Hilltop Holdings Inc.), Funding Agreement (SWS Group Inc)
Funding Conditions. The respective obligations of the Subscriber and the Company to consummate the purchase and sale of the Placement Shares and, if applicable, the payment of the Commitment Fee shall be subject, in the discretion of the Company or the Subscriber, as the case may be, to the following conditions:
(a) All The entry by Buyer into any Transactions on any Purchase Date shall be subject to satisfaction of the following conditions (in each case, as of such Purchase Date) (together, the “Funding Conditions”):
(i) each of the items required to be delivered by the Seller Parties pursuant to Section 3.2 shall have been delivered in accordance with the terms hereof;
(ii) all amounts then due and owing by the Sellers under the Fee Letter shall have been paid in full;
(iii) solely with respect to any Transaction to be entered into on the Effective Date, each of the items required to be delivered to Buyer pursuant to Section 3.4 shall have been duly delivered in accordance with the terms thereof;
(iv) with respect to any Transaction not referenced in clause (iii) above, the Transaction Notice for such Transaction together with the required Information Package and Purchase Report (to the extent such Purchase Date is a Monthly Date), shall have been duly delivered to Buyer in accordance with Section 4.1(a);
(v) the Sellers shall have delivered, or caused to be delivered, to Buyer a duly executed counterpart to the Confirmation for such Transaction;
(vi) with respect to any Transaction not referenced in clause (iii) above, the Sellers shall have delivered (or caused to be delivered) to Buyer the original executed versions of each Seller Note (or if previously delivered, Buyer shall remain in possession thereof);
(vii) each of the representations and warranties of Guarantor and other statements of each Seller Party (as applicable) set forth in the other party are, at and as of Transaction Agreements (giving effect to the Funding Time (except as expressly provided otherwise), entry into such Transactions) shall be true and correct in all material respects (assuming except that the other party any representation or warranty that is subject to any materiality qualification shall have performed be true and correct in all material respects all of its obligations hereunder theretofore to be performedrespects).;
(bviii) The Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to the Purchase Date for such Transactions shall be performed or satisfied hereunder at or no later than the last Monthly Date occurring prior to the Funding.Facility Expiration Date;
(cix) No stop order suspending the Private Placement shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge payment of the Company or applicable Funded Purchase Price (if any) for such Transactions would not cause the Subscriber, threatened by any regulatory or governmental body.Outstanding Buyer Balance (after giving effect to such payment) to exceed the Maximum Buyer Balance;
(dx) The Company shall have entered into an Acquisition Agreement that is substantially similar in all material respects to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all Outstanding Amount of the material conditions applicable Seller Note subject to a Transaction shall equal or exceed the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition Agreement.Purchase Price for such Transaction;
(exi) Other than as contemplated by the Memorandum, there shall not have been any change effected without the Subscriber's prior written consent (which shall not be unreasonable withheld) after the date of this Agreement in the charter or other organizational document or bylaws of the Company adversely affecting the rights of the holders of the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Shares.
(f) At the Funding, the Subscriber shall have received a certificate, dated as of the Funding Date, of the Chief Executive Officer and the Chief Financial Officer of the Company in which such officers state that, to their knowledge, the closing conditions specified in paragraphs (a) through (e) of this Section have been satisfied.
(g) At the Funding, the Company shall have executed and delivered to the Subscriber a registration rights agreement in the form attached hereto as Annex C (the "Registration Rights Agreement").
(h) At the Funding, the Company and the Subscriber Buyer shall have received the customary form full amount of opinionFunded Repurchase Price (if any) due and payable by the Sellers on such Purchase Date;
(xii) no Person (other than an Affiliate of MUFG) shall have replaced MUFG as Securitization Agent under the Receivables Purchase Agreement;
(xiii) except as otherwise permitted herein, dated no Seller Party shall have withdrawn or been removed as an “Originator” under the Securitization Purchase Agreement; and
(xiv) no Event of such dateDefault, Potential Event of Xxxxxx, XxXxxxxxx & Fish, LLP, outside counsel for the Company, in form Default or Securitization Facility Default (including any Purchase and substance satisfactory to your counsel, Sale Termination Event) shall have occurred and such other customary closing documentation as the parties may reasonably requestbe continuing.
Appears in 1 contract
Funding Conditions. (a) The respective obligations entry by Buyer into any Transactions on any Purchase Date shall be subject to satisfaction of the Subscriber and following conditions (in each case, as of such Purchase Date) (together, the Company to consummate the purchase and sale “Funding Conditions”):
(i) each of the Placement Shares items required to be delivered by the Sellers pursuant to Section 3.2 and, if applicable, Section 3.5 (solely with respect to the payment first Transaction of any Additional Seller) shall have been delivered in accordance with the terms hereof;
(ii) all amounts then due and owing by the Sellers under the Fee Letter shall have been paid in full;
(iii) solely with respect to any Transactions to be entered into on the Effective Date, each of the Commitment Fee items required to be delivered to Buyer pursuant to Section 3.4 shall have been duly delivered in accordance with the terms thereof;
(iv) with respect to any Transactions not referenced in clause (iii) above, the Transaction Notice for such Transactions, together with the required Information Package and Purchase Report (to the extent such Purchase Date is a Monthly Date), shall have been duly delivered to Buyer in accordance with Section 4.1(a);
(v) the Sellers shall have delivered, or caused to be subjectdelivered, to Buyer a duly executed counterpart to the Confirmation for each such Transaction;
(vi) with respect to any Transactions not referenced in clause (iii) above, the discretion Sellers shall have delivered (or caused to be delivered) to Buyer the original executed versions of each Seller Note (or if previously delivered, Buyer shall remain in possession thereof);
(vii) with the exception of Section 5.2(a) hereof, each of the Company or the Subscriber, as the case may be, to the following conditions:
(a) All representations and warranties of Guarantor and other statements of each Seller (as applicable) set forth in the other party are, at and as of Transaction Agreements (giving effect to the Funding Time (except as expressly provided otherwise), entry into such Transactions) shall be true and correct in all material respects (assuming except that the other party any representation or warranty that is subject to any materiality qualification shall have performed be true and correct in all material respects all of its obligations hereunder theretofore to be performedrespects).;
(bviii) The Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to the Purchase Date for such Transactions shall be performed or satisfied hereunder at or no later than the final Monthly Date occurring prior to the Funding.Facility Expiration Date;
(cix) No stop order suspending the Private Placement shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge payment of the Company or applicable Funded Purchase Price (if any) for such Transactions would not cause the Subscriber, threatened by any regulatory or governmental body.Outstanding Buyer Balance (after giving effect to such payment) to exceed the Maximum Buyer Balance;
(dx) The Company shall have entered into an Acquisition Agreement that is substantially similar in all material respects to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all Outstanding Amount of the material conditions applicable Seller Note subject to each such Transaction shall equal or exceed the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition Agreement.Purchase Price for such Transaction;
(exi) Other than as contemplated by the Memorandum, there shall not have been any change effected without the Subscriber's prior written consent (which shall not be unreasonable withheld) after the date of this Agreement in the charter or other organizational document or bylaws of the Company adversely affecting the rights of the holders of the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Shares.
(f) At the Funding, the Subscriber shall have received a certificate, dated as of the Funding Date, of the Chief Executive Officer and the Chief Financial Officer of the Company in which such officers state that, to their knowledge, the closing conditions specified in paragraphs (a) through (e) of this Section have been satisfied.
(g) At the Funding, the Company shall have executed and delivered to the Subscriber a registration rights agreement in the form attached hereto as Annex C (the "Registration Rights Agreement").
(h) At the Funding, the Company and the Subscriber Buyer shall have received the customary form full amount of opinionFunded Repurchase Price (if any) due and payable by the Sellers on such Purchase Date;
(xii) no Performance Test under the Securitization Loan Agreement is then being breached;
(xiii) no Person (other than an Affiliate of MUFG) shall have replaced MUFG as Securitization Agent under the Securitization Loan Agreement;
(xiv) no Seller shall have withdrawn or been removed as an Originator under the Securitization Purchase Agreement and, dated to the extent any additional Person has been added as an Originator under the Securitization and Purchase Agreement, such additional Person shall have been added as an Additional Seller pursuant to Section 3.5 hereof;
(xv) no Event of such dateDefault, Potential Event of Xxxxxx, XxXxxxxxx & Fish, LLP, outside counsel for the Company, in form Default or Securitization Facility Default (including any Purchase and substance satisfactory to your counsel, Sale Termination Event) shall have occurred and such other customary closing documentation as the parties may reasonably requestbe continuing.
Appears in 1 contract
Samples: Master Framework Agreement (Hill-Rom Holdings, Inc.)
Funding Conditions. The respective obligations of On the Subscriber and the Company to consummate the purchase and sale of the Placement Shares and, if applicable, the payment of the Commitment Fee shall be subject, in the discretion of the Company or the Subscriber, as the case may be, to the following conditionsFunding Date:
(a) All of the conditions set forth in Section 6.1 hereof shall have been satisfied or waived in writing by the Agent.
(b) The representations and warranties and other statements of the other party are, at Borrower contained in Article V hereof shall be true and accurate in all material respects on and as of the Funding Time Date with the same effect as though such representations and warranties had been made on and as of such Funding Date (except as expressly provided otherwise)representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects (assuming that on and as of the other party specific date or times referred to therein), and the Borrower shall have performed in all material respects all of its obligations hereunder theretofore to be performed).
(b) The Company has and complied in all material respects with all agreements covenants and satisfied in all material respects all conditions on its part to hereof; no Event of Default or Potential Event of Default under this Agreement shall have occurred and be performed continuing or satisfied hereunder at or prior shall exist; and there shall be delivered to the Funding.Agent for the benefit of each Bank a certificate of the Borrower, dated the Funding Date and signed by the Chief Executive Officer and President or Chief Financial Officer of the Borrower, to each such effect;
(c) No stop order suspending the Private Placement The Notes shall have been issued, duly executed and no proceeding for that purpose shall have been instituted or, delivered by the Borrower to the knowledge Agent for the benefit of the Company or the Subscriber, threatened by any regulatory or governmental bodyBanks.
(d) The Company making of the Term Loans shall have entered into an Acquisition Agreement that is substantially similar in all material respects not contravene any Law applicable to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all Borrower or any of the material conditions to the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition AgreementBanks.
(e) Other than as contemplated by the MemorandumNo action, there proceeding, investigation, regulation or legislation shall not have been instituted, threatened or proposed before any change effected without the Subscriber's prior written consent (which shall not be unreasonable withheld) after the date court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of this Agreement or the consummation of the transactions contemplated hereby or which, in the charter Agent's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or other organizational document or bylaws any of the Company adversely affecting the rights of the holders of the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Sharesother Loan Documents.
(f) At the Funding, the Subscriber The Borrower shall have received a certificate, dated as of delivered to the Agent an Interest Rate Election specifying the Euro-Rate Option in accordance with Section 3.2 hereof at least three (3) Business Days prior to the Funding Date, of the Chief Executive Officer and the Chief Financial Officer of the Company in which such officers state that, to their knowledge, the closing conditions specified in paragraphs (a) through (e) of this Section have been satisfied.
(g) At the Funding, the Company shall have executed and delivered to the Subscriber a registration rights agreement in the form attached hereto as Annex C (the "Registration Rights Agreement").
(h) At the Funding, the Company and the Subscriber shall have received the customary form of opinion, dated as of such date, of Xxxxxx, XxXxxxxxx & Fish, LLP, outside counsel for the Company, in form and substance satisfactory to your counsel, and such other customary closing documentation as the parties may reasonably request.
Appears in 1 contract
Samples: Term Loan Agreement (Pg Energy Inc)
Funding Conditions. The respective obligations of the Subscriber and the Company to consummate the purchase and sale of the Placement Shares and, if applicable, the payment of the Commitment Fee shall be subject, in the discretion of the Company or the Subscriber, as the case may be, to the following conditions:
(a) All The entry by Buyer into any Transaction on any Purchase Date shall be subject to satisfaction of the following conditions (in each case, as of such Purchase Date) (together, the “Funding Conditions”):
(i) each of the items required to be delivered by the Seller pursuant to Section 3.2 shall have been delivered in accordance with the terms hereof;
(ii) all amounts then due and owing by the Seller under the Fee Letter shall have been paid in full;
(iii) solely with respect to any Transaction to be entered into on the Effective Date, each of the items required to be delivered to Buyer pursuant to Section 3.4 shall have been duly delivered in accordance with the terms thereof;
(iv) with respect to any Transaction not referenced in clause (iii) above, the Transaction Notice for such Transaction together with the required Information Package and Purchase Report (to the extent such Purchase Date is a Monthly Date), shall have been duly delivered to Buyer in accordance with Section 4.1(a);
(v) the Seller shall have delivered, or caused to be delivered, to Buyer a duly executed counterpart to the Confirmation for such Transaction;
(vi) with respect to any Transaction not referenced in clause (iii) above, the Seller shall have delivered (or caused to be delivered) to Buyer the original executed version of the Seller Note (or if previously delivered, Buyer shall remain in possession thereof);
(vii) each of the representations and warranties of Guarantor and other statements of the other party are, at and Seller (as of applicable) set forth in the Funding Time Transaction Agreements (except as expressly provided otherwise), giving effect to the entry into such Transaction) shall be true and correct in all material respects (assuming except that the other party any representation or warranty that is subject to any materiality qualification shall have performed be true and correct in all material respects all of its obligations hereunder theretofore to be performedrespects).;
(bviii) The Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to the Purchase Date for such Transaction shall be performed or satisfied hereunder at or no later than the last Monthly Date occurring prior to the Funding.Facility Expiration Date;
(cix) No stop order suspending the Private Placement shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge payment of the Company or applicable Funded Purchase Price (if any) for such Transactions would not cause the Subscriber, threatened by any regulatory or governmental body.Outstanding Buyer Balance (after giving effect to such payment) to exceed the Maximum Buyer Balance;
(dx) The Company shall have entered into an Acquisition Agreement that is substantially similar in all material respects to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all Outstanding Amount of the material conditions Seller Note subject to a Transaction shall equal or exceed the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition Agreement.Purchase Price for such Transaction;
(exi) Other than as contemplated by the Memorandum, there shall not have been any change effected without the Subscriber's prior written consent (which shall not be unreasonable withheld) after the date of this Agreement in the charter or other organizational document or bylaws of the Company adversely affecting the rights of the holders of the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Shares.
(f) At the Funding, the Subscriber shall have received a certificate, dated as of the Funding Date, of the Chief Executive Officer and the Chief Financial Officer of the Company in which such officers state that, to their knowledge, the closing conditions specified in paragraphs (a) through (e) of this Section have been satisfied.
(g) At the Funding, the Company shall have executed and delivered to the Subscriber a registration rights agreement in the form attached hereto as Annex C (the "Registration Rights Agreement").
(h) At the Funding, the Company and the Subscriber Buyer shall have received the customary form full amount of opinionFunded Repurchase Price (if any) due and payable by the Seller on such Purchase Date;
(xii) no Person (other than an Affiliate of MUFG) shall have replaced MUFG as Securitization Agent under the Receivables Purchase Agreement;
(xiii) Seller shall not have withdrawn or been removed as an Originator under the Securitization Purchase Agreement; and
(xiv) no Event of Default, dated as Potential Event of such date, of Xxxxxx, XxXxxxxxx & Fish, LLP, outside counsel for the Company, in form Default or Securitization Facility Default (including any Purchase and substance satisfactory to your counsel, Sale Termination Event) shall have occurred and such other customary closing documentation as the parties may reasonably requestbe continuing.
Appears in 1 contract
Funding Conditions. The respective obligations of the Subscriber and the Company to consummate the purchase and sale of the Placement Shares and, if applicable, the payment of the Commitment Fee shall be subject, in the discretion of the Company or the Subscriber, as the case may be, to the following conditions:
(a) All The entry by Bxxxx, on behalf of Buyer Funding Parties, into any Transaction shall be subject to the satisfaction of the following conditions (in each case, as of the applicable Purchase Date) (together, the “Funding Conditions”):
(i) with respect to the initial Transaction, each of the items required to be delivered by Originators and Seller in connection with such initial Transaction pursuant to Section 3.4 shall have been delivered in accordance with the terms hereof;
(ii) all amounts then due and owing by Originators and Seller under the Transaction Agreements shall have been paid in full;
(iii) the Transaction Notice, including the draft Confirmation and proposed Portfolio Report required to be attached thereto, shall have been delivered to Buyer and Buyer Funding Parties in accordance with Section 4.1(a);
(iv) Sellerthe Rate Setting Notice shall have been delivered to Buyer a duly executed counterpart to the applicable ConfirmationSeller in accordance with Section 4.1(c);
(v) each of the representations and warranties of Originators and other statements of Seller set forth in the other party are, at and as of Transaction Agreements (giving effect to the Funding Time (except as expressly provided otherwise), entry into such Transaction) shall be true and correct in all material respects (assuming except (A) that any representation or warranty that is subject to any materiality qualification shall be true and correct in all respects and (B) to the other party extent that any such representation and warranty specifically refers to an earlier date, such representation and warranty shall have performed be true and correct in all material respects all as of its obligations hereunder theretofore to be performedsuch earlier date).;
(bvi) The Company has complied the Purchase Price for such Transaction shall be no greater than the aggregate Market Value of the Purchased Securities for such Transaction (as set forth in all material respects the Portfolio Report to the Confirmation provided by Seller (as such Portfolio Report may subsequently be revised by Seller in accordance with all agreements and satisfied the terms hereof));
(vii) the Receivables included as Purchased Securities for such Transaction (as set forth in all material respects all conditions on its part the Portfolio Report to the Confirmation provided by Seller (as such Portfolio Report may subsequently be performed or satisfied hereunder revised by Seller in accordance with the terms hereof)) shall be Eligible Receivables;
(viii) the Purchase Date for such Transaction shall be at or least one month prior to the Funding.Facility Expiration Date;
(cix) No stop order suspending the Private Placement shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge payment of the Company or applicable Purchase Price for such Transaction (including any amounts to be paid as the Subscriber, threatened by any regulatory or governmental body.Funded Purchase Price) would not cause the Buyer Balance (after giving effect to such payment) to exceed the Funding Limit;
(dx) The Company shall have entered into an Acquisition Agreement that is substantially similar in all material respects to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all of the material conditions to the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition Agreement.
(e) Other than as contemplated by the Memorandum, there shall not have been any change effected without the Subscriber's prior written consent (which shall not be unreasonable withheld) after the date of this Agreement in the charter or other organizational document or bylaws of the Company adversely affecting the rights of the holders of the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Shares.
(f) At the Funding, the Subscriber shall have received a certificate, dated as of the Funding Date, of the Chief Executive Officer and the Chief Financial Officer of the Company in which such officers state that, to their knowledge, the closing conditions specified in paragraphs (a) through (e) of this Section have been satisfied.
(g) At the Funding, the Company shall have executed and delivered to the Subscriber a registration rights agreement in the form attached hereto as Annex C (the "Registration Rights Agreement").
(h) At the Funding, the Company and the Subscriber Buyer shall have received the customary form full amount of opinion, dated as Funded Repurchase Price (if any) due and payable by Seller on such Purchase Date; and
(xi) no Potential Event of such date, Default or Event of Xxxxxx, XxXxxxxxx & Fish, LLP, outside counsel for the Company, in form Default shall have occurred and substance satisfactory to your counsel, and such other customary closing documentation as the parties may reasonably requestbe continuing.
Appears in 1 contract
Funding Conditions. The respective obligations of the Subscriber and the Company to consummate the purchase and sale of the Placement Shares and, if applicable, the payment of the Commitment Fee shall be subject, in the discretion of the Company or the Subscriber, as the case may be, to the following conditions:
(a) All The entry by Buyer into any Transactions on any Purchase Date shall be subject to the satisfaction of the following conditions (in each case, as of such Purchase Date) (together, the “Funding Conditions”):
(i) each of the items required to be delivered by the Sellers pursuant to Section 3.2 shall have been delivered in accordance with the terms hereof;
(ii) [reserved];
(iii) the Transaction Notice, including the draft Confirmation and proposed Portfolio Schedule and Portfolio Report required to be attached thereto, shall have been duly delivered to Buyer in accordance with Section 4.1(a) and the Portfolio Report shall have been delivered to Buyer in accordance with Section 5.3(r); 5 752839588
(iv) Seller Agent, on behalf of Sellers, shall have delivered, or caused to be delivered, to Buyer a duly executed counterpart to the Confirmation for each such Transaction;
(v) with the exception of Section 5.2(a) hereof, each of the representations and warranties of Guarantor and other statements of each Seller (as applicable) set forth in the other party are, at and as of Transaction Agreements (giving effect to the Funding Time (except as expressly provided otherwise), entry into such Transactions) shall be true and correct in all material respects (assuming except that the other party any representation or warranty that is subject to any materiality qualification shall have performed be true and correct in all material respects all of its obligations hereunder theretofore to be performedrespects).;
(bvi) The Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Funding.
(c) No stop order suspending the Private Placement shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or the Subscriber, threatened by any regulatory or governmental body.
(d) The Company shall have entered into an Acquisition Agreement that is substantially similar in all material respects to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all of the material conditions to the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition Agreement.
(e) Other than as contemplated by the Memorandum, there Facility Term shall not have been any change effected without expired;
(vii) the Subscriber's prior written consent Purchase Price for such Transaction shall be no greater than the aggregate Market Value of the Purchased Securities for such Transaction (which shall not be unreasonable withheld) after the date of this Agreement as set forth in the charter or other organizational document or bylaws Portfolio Schedule and Portfolio Report to the Confirmation provided by Seller Agent (as such Portfolio Schedule and Portfolio Report may subsequently be revised by Seller Agent with the consent of Buyer in accordance with the terms hereof));
(viii) the Loans included as Purchased Securities for such Transaction (as set forth in the Portfolio Schedule and Portfolio Report to the Confirmation provided by Seller Agent (as such Portfolio Schedule may subsequently be revised by Seller Agent with the consent of Buyer in accordance with the terms hereof)) shall be Eligible Loans;
(ix) the Receivables included as Purchased Securities for such Transaction (as set forth in the Portfolio Schedule to the Confirmation provided by Seller Agent (as such Portfolio Schedule and Portfolio Report may subsequently be revised by Seller Agent with the consent of Buyer in accordance with the terms hereof)) shall be Eligible Receivables;
(x) the payment of the Company adversely affecting applicable Purchase Price for any Transaction and any other Transaction set to occur on such Purchase Date (including any amounts to be paid as the rights of Funded Purchase Price for such Transactions) would not cause the holders of Buyer Balance (after giving effect to such payment) to exceed the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Shares.Funding Limit;
(fxi) At subject to any netting arrangements permitted under the Fundingapplicable Master Repurchase Agreement, the Subscriber shall have received a certificate, dated as of the Funding Date, of the Chief Executive Officer and the Chief Financial Officer of the Company in which such officers state that, to their knowledge, the closing conditions specified in paragraphs (a) through (e) of this Section have been satisfied.
(g) At the Funding, the Company shall have executed and delivered to the Subscriber a registration rights agreement in the form attached hereto as Annex C (the "Registration Rights Agreement").
(h) At the Funding, the Company and the Subscriber Buyer shall have received the customary form full amount of opinion, dated as Funded Repurchase Price (if any) due and payable by the Sellers on such Purchase Date;
(xii) no Event of such date, Default or Potential Event of Xxxxxx, XxXxxxxxx & Fish, LLP, outside counsel for the Company, in form Default shall have occurred and substance satisfactory to your counsel, and such other customary closing documentation as the parties may reasonably requestbe continuing.
Appears in 1 contract
Samples: Master Framework Agreement (CHS Inc)
Funding Conditions. The respective obligations of the Subscriber and the Company to consummate the purchase and sale of the Placement Shares and, if applicable, the payment of the Commitment Fee shall be subject, in the discretion of the Company or the Subscriber, as the case may be, to the following conditions:
(a) All The entry by the Buyers to enter into a Transaction shall be subject to satisfaction of the following conditions (in each case, as of the applicable Purchase Date) (together, the “Funding Conditions”):
(i) with respect to the initial Transaction, each of the items required to be delivered by Seller in connection with such initial Transaction pursuant to Section 3.5 shall have been delivered in accordance with the terms hereof;
(ii) all amounts then due and owing by Seller under the Fee Letter and the Side Letter shall have been paid in full;
(iii) the Transaction Notice, including the draft Confirmation and proposed Portfolio Schedule required to be attached thereto, shall have been delivered to Agent in accordance with Section 4.1(a);
(iv) Seller shall have delivered to Agent a duly executed counterpart to the applicable Confirmation;
(v) each of the representations and warranties of Seller and other statements of Guarantor (as applicable) set forth in the other party are, at and as of Transaction Agreements (giving effect to the Funding Time (except as expressly provided otherwise), entry into such Transaction) shall be true and correct in all material respects (assuming except that any representation or warranty that is subject to any materiality qualification shall be true and correct in all respects);
(vi) the other party Purchase Price for such Transaction shall be no greater than the aggregate Market Value of the Receivables included in the Transaction Portfolio for such Transaction (as set forth in the Portfolio Schedule to the Confirmation provided by Seller (as such Portfolio Schedule may subsequently be revised by Seller or Agent in accordance with the terms hereof));
(vii) the Receivables included in the Transaction Portfolio for such Transaction (as set forth in the Portfolio Schedule to the Confirmation provided by Seller (as such Portfolio Schedule may subsequently be revised by Seller or Agent in accordance with the terms hereof)) shall have performed been duly selected in all material respects all accordance with the priority specified in Part 3 of its obligations hereunder theretofore Schedule 3 to this Framework Agreement, and no such Receivable shall (i) have a Specified Payment Date occurring earlier than the Repurchase Date for such Transaction or (ii) be performed).owing by an Obligor that is not an Eligible Obligor;
(bviii) The Company has complied the portion of the Purchase Price for such Transaction applied towards the purchase of Receivables of any Eligible Obligor Group included in all material respects the Transaction Portfolio for such Transaction (each, as set forth in the Portfolio Schedule to the Confirmation provided by Seller (as such Portfolio Schedule may subsequently be revised by Seller or Agent in accordance with all agreements and satisfied in all material respects all conditions on its part the terms hereof)) shall not exceed the Eligible Obligor Limit applicable to such Eligible Obligor Group;
(ix) the Purchase Date for such Transaction shall be performed or satisfied hereunder at or least seven (7) days prior to the Funding.Facility Expiration Date;
(cx) No stop order suspending the Private Placement shall have been issued, and no proceeding payment of the applicable Purchase Price for that purpose shall have been instituted such Transaction (including any amounts to be paid as Funded Purchase Price) would not cause (x) the Aggregate Buyer Balance (after giving effect to such payment) to exceed the Aggregate Funding Limit applicable to such Transaction or (y) any Buyer’s Individual Buyer Balance (after giving effect to such payment) to exceed such Buyer’s applicable Individual Funding Limit (or, in the case of any Reducing Buyer, its Individual Committed Limit) with respect to the knowledge of the Company or the Subscriber, threatened by any regulatory or governmental body.such Transaction;
(dxi) The Company shall have entered into an Acquisition Agreement that is substantially similar in all material respects to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all of the material conditions to the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition Agreement.
(e) Other than as contemplated by the Memorandum, there shall not have been any change effected without the Subscriber's prior written consent (which shall not be unreasonable withheld) after the date of this Agreement in the charter or other organizational document or bylaws of the Company adversely affecting the rights of the holders of the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Shares.
(f) At the Funding, the Subscriber shall have received a certificate, dated as of the Funding Date, of the Chief Executive Officer and the Chief Financial Officer of the Company in which such officers state that, to their knowledge, the closing conditions specified in paragraphs (a) through (e) of this Section have been satisfied.
(g) At the Funding, the Company shall have executed and delivered to the Subscriber a registration rights agreement in the form attached hereto as Annex C (the "Registration Rights Agreement").
(h) At the Funding, the Company and the Subscriber Agent shall have received the customary form full amount of opinion, dated as Funded Repurchase Price (if any) due and payable by Seller on such Purchase Date; and
(xii) no Potential Event of such date, Default or Event of Xxxxxx, XxXxxxxxx & Fish, LLP, outside counsel for the Company, in form Default shall have occurred and substance satisfactory to your counsel, and such other customary closing documentation as the parties may reasonably requestbe continuing.
Appears in 1 contract
Funding Conditions. The respective obligations of the Subscriber and the Company to consummate the purchase and sale of the Placement Shares and, if applicable, the payment of the Commitment Fee shall be subject, in the discretion of the Company or the Subscriber, as the case may be, to the following conditions:
(a) All The entry by any Buyer into any Transactions on any Purchase Date shall be subject to satisfaction of the following conditions (in each case, as of such Purchase Date) (together, the “Funding Conditions”):
(i) each of the items required to be delivered by the Sellers pursuant to Section 3.2 shall have been delivered in accordance with the terms hereof;
(ii) solely with respect to any Transactions to be entered into on the Effective Date, each of the items required to be delivered to each Buyer and Buyer Agent pursuant to Section 3.4 shall have been duly delivered in accordance with the terms thereof;
(iii) with respect to any Transactions not referenced in clause (iii) above, the Transaction Notice for such Transactions, together with the required Information Package (to the extent such Purchase Date is a Monthly Date) and Purchase Report, shall have been duly delivered to Buyer in accordance with Section 4.1(a);
(iv) Seller Agent, on behalf of Sellers, shall have delivered, or caused to be delivered, to such Buyer a duly executed counterpart to the Confirmation for each such Transaction;
(v) with respect to any Transactions not referenced in clause (iii) above, the Sellers shall have delivered (or the Seller Agent shall have delivered on behalf of such Seller) to Buyer Agent the original executed versions of each Seller Note (or if previously delivered, Buyer Agent shall remain in possession thereof);
(vi) with the exception of Section 5.2(a) hereof, each of the representations and warranties of Guarantor and other statements of each Seller (as applicable) set forth in the other party are, at and as of Transaction Agreements (giving effect to the Funding Time (except as expressly provided otherwise), entry into such Transactions) shall be true and correct in all material respects (assuming except that the other party any representation or warranty that is subject to any materiality qualification shall have performed be true and correct in all material respects all of its obligations hereunder theretofore to be performedrespects).;
(bvii) The Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Funding.
(c) No stop order suspending the Private Placement shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or the Subscriber, threatened by any regulatory or governmental body.
(d) The Company shall have entered into an Acquisition Agreement that is substantially similar in all material respects to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all of the material conditions to the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition Agreement.
(e) Other than as contemplated by the Memorandum, there Facility Expiration Date shall not have been any change effected without occurred;
(viii) the Subscriber's prior written consent payment of such Buyer’s applicable Funded Purchase Price (which shall if any) would not be unreasonable withheldcause such Buyer’s Outstanding Buyer Balance (after giving effect to such payment) after to exceed such Buyer’s Maximum Buyer Balance;
(ix) the date of this Agreement in the charter or other organizational document or bylaws Outstanding Amount of the Company adversely affecting applicable Seller Note subject to each such Transaction shall equal or exceed the rights of the holders of the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Shares.Purchase Price for such Transaction;
(fx) At subject to any netting arrangements permitted under the Fundingapplicable Master Repurchase Agreement, the Subscriber shall have received a certificate, dated as of the Funding Date, of the Chief Executive Officer and the Chief Financial Officer of the Company in which such officers state that, to their knowledge, the closing conditions specified in paragraphs (a) through (e) of this Section have been satisfied.
(g) At the Funding, the Company shall have executed and delivered to the Subscriber a registration rights agreement in the form attached hereto as Annex C (the "Registration Rights Agreement").
(h) At the Funding, the Company and the Subscriber Buyers shall have received the customary form full amount of opinionFunded Repurchase Price (if any) due and payable by the Sellers on such Purchase Date;
(xi) no Person (other than an Affiliate of MUFG) shall have replaced MUFG as Securitization Agent under the Securitization RPA;
(xii) no Seller shall have ceased to be an Originator under the Securitization SCA;
(xiii) no Event of Default, dated as Potential Event of such date, of Xxxxxx, XxXxxxxxx & Fish, LLP, outside counsel for the Company, in form Default or Securitization Facility Default shall have occurred and substance satisfactory to your counsel, and such other customary closing documentation as the parties may reasonably requestbe continuing.
Appears in 1 contract
Samples: Master Framework Agreement (CHS Inc)
Funding Conditions. The respective obligations of the Subscriber and the Company to consummate the purchase and sale of the Placement Shares and, if applicable, the payment of the Commitment Fee shall be subject, in the discretion of the Company or the Subscriber, as the case may be, to the following conditions:
(a) All The entry by Xxxxx, on behalf of Buyer Funding Parties, into any Transaction shall be subject to the satisfaction of the following conditions (in each case, as of the applicable Purchase Date) (together, the “Funding Conditions”):
(i) with respect to the initial Transaction, each of the items required to be delivered by Originators and Seller in connection with such initial Transaction pursuant to Section 3.4 shall have been delivered in accordance with the terms hereof;
(ii) all amounts then due and owing by Originators and Seller under the Transaction Agreements shall have been paid in full;
(iii) the Transaction Notice, including the draft Confirmation and proposed Portfolio Report required to be attached thereto, shall have been delivered to Buyer and Buyer Funding Parties in accordance with Section 4.1(a);
(iv) Seller shall have delivered to Buyer a duly executed counterpart to the applicable Confirmation;
(v) each of the representations and warranties of Originators and other statements of Seller set forth in the other party are, at and as of Transaction Agreements (giving effect to the Funding Time (except as expressly provided otherwise), entry into such Transaction) shall be true and correct in all material respects (assuming except (A) that any representation or warranty that is subject to any materiality qualification shall be true and correct in all respects and (B) to the other party extent that any such representation and warranty specifically refers to an earlier date, such representation and warranty shall have performed be true and correct in all material respects all as of its obligations hereunder theretofore to be performedsuch earlier date).;
(bvi) The Company has complied the Purchase Price for such Transaction shall be no greater than the aggregate Market Value of the Purchased Securities for such Transaction (as set forth in all material respects the Portfolio Report to the Confirmation provided by Seller (as such Portfolio Report may subsequently be revised by Seller in accordance with all agreements and satisfied the terms hereof));
(vii) the Receivables included as Purchased Securities for such Transaction (as set forth in all material respects all conditions on its part the Portfolio Report to the Confirmation provided by Seller (as such Portfolio Report may subsequently be performed or satisfied hereunder revised by Seller in accordance with the terms hereof)) shall be Eligible Receivables;
(viii) the Purchase Date for such Transaction shall be at or least one month prior to the Funding.Facility Expiration Date;
(cix) No stop order suspending the Private Placement shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge payment of the Company or applicable Purchase Price for such Transaction (including any amounts to be paid as the Subscriber, threatened by any regulatory or governmental body.Funded Purchase Price) would not cause the Buyer Balance (after giving effect to such payment) to exceed the Funding Limit;
(dx) The Company shall have entered into an Acquisition Agreement that is substantially similar in all material respects to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all of the material conditions to the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition Agreement.
(e) Other than as contemplated by the Memorandum, there shall not have been any change effected without the Subscriber's prior written consent (which shall not be unreasonable withheld) after the date of this Agreement in the charter or other organizational document or bylaws of the Company adversely affecting the rights of the holders of the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Shares.
(f) At the Funding, the Subscriber shall have received a certificate, dated as of the Funding Date, of the Chief Executive Officer and the Chief Financial Officer of the Company in which such officers state that, to their knowledge, the closing conditions specified in paragraphs (a) through (e) of this Section have been satisfied.
(g) At the Funding, the Company shall have executed and delivered to the Subscriber a registration rights agreement in the form attached hereto as Annex C (the "Registration Rights Agreement").
(h) At the Funding, the Company and the Subscriber Buyer shall have received the customary form full amount of opinion, dated as Funded Repurchase Price (if any) due and payable by Seller on such Purchase Date; and
(xi) no Potential Event of such date, Default or Event of Xxxxxx, XxXxxxxxx & Fish, LLP, outside counsel for the Company, in form Default shall have occurred and substance satisfactory to your counsel, and such other customary closing documentation as the parties may reasonably requestbe continuing.
Appears in 1 contract
Funding Conditions. The respective obligations of the Subscriber and the Company to consummate the purchase and sale of the Placement Shares and, if applicable, the payment of the Commitment Fee shall be subject, in the discretion of the Company or the Subscriber, as the case may be, to the following conditions:
(a) All The entry by Buyer into any Transaction on any Purchase Date shall be subject to satisfaction of the following conditions (in each case, as of such Purchase Date) (together, the “Funding Conditions”):
(i) each of the items required to be delivered by the Seller Parties pursuant to Section 3.2 shall have been delivered in accordance with the terms hereof;
(ii) all amounts then due and owing by the Guarantor under the Fee Letter shall have been paid in full;
(iii) solely with respect to any Transaction to be entered into on the Effective Date, each of the items required to be delivered to Buyer pursuant to Section 3.4 shall have been duly delivered in accordance with the terms thereof;
(iv) with respect to any Transaction not referenced in clause (iii) above, the Transaction Notice for such Transaction together with the required Information Package and Purchase Report (to the extent such Purchase Date is a Monthly Date), shall have been duly delivered to Buyer in accordance with Section 4.1(a);
(v) the Seller shall have delivered, or caused to be delivered, to Buyer a duly executed counterpart to the Confirmation for such Transaction;
(vi) with respect to any Transaction not referenced in clause (iii) above, the Seller shall have delivered (or caused to be delivered) to Buyer the original executed version of the Seller Note (or if previously delivered, Buyer shall remain in possession thereof);
(vii) each of the representations and warranties of Guarantor and other statements of each Seller Party (as applicable) set forth in the other party are, at and as of Transaction Agreements (giving effect to the Funding Time (except as expressly provided otherwise), entry into such Transaction) shall be true and correct in all material respects (assuming except that the other party any representation or warranty that is subject to any materiality qualification shall have performed be true and correct in all material respects all of its obligations hereunder theretofore to be performedrespects).;
(bviii) The Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to the Purchase Date for such Transactions shall be performed or satisfied hereunder at or no later than the last Monthly Date occurring prior to the Funding.Facility Expiration Date;
(cix) No stop order suspending the Private Placement payment of the applicable Funded Purchase Price (if any) for such Transactions would not cause the Outstanding Buyer Balance (after giving effect to such payment) to exceed the Maximum Buyer Balance;
(x) the Outstanding Amount of the Seller Note subject to a Transaction shall have been issued, and equal or exceed the Purchase Price for such Transaction;
(xi) the Receivable Entity’s tangible net worth is no proceeding for that purpose shall have been instituted or, less than the Required Capital Amount (after giving effect to the knowledge of the Company or the Subscriber, threatened by any regulatory or governmental body.entry into such Transaction);
(dxii) The Company shall have entered into an Acquisition Agreement that is substantially similar in all material respects to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all of the material conditions to the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition Agreement.
(e) Other than as contemplated by the Memorandum, there shall not have been any change effected without the Subscriber's prior written consent (which shall not be unreasonable withheld) after the date of this Agreement in the charter or other organizational document or bylaws of the Company adversely affecting the rights of the holders of the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Shares.
(f) At the Funding, the Subscriber shall have received a certificate, dated as of the Funding Date, of the Chief Executive Officer and the Chief Financial Officer of the Company in which such officers state that, to their knowledge, the closing conditions specified in paragraphs (a) through (e) of this Section have been satisfied.
(g) At the Funding, the Company shall have executed and delivered to the Subscriber a registration rights agreement in the form attached hereto as Annex C (the "Registration Rights Agreement").
(h) At the Funding, the Company and the Subscriber Buyer shall have received the customary form full amount of opinionFunded Repurchase Price (if any) due and payable by the Seller on such Purchase Date;
(xiii) no Seller Party shall have withdrawn or been removed as an “Originator” under the Securitization Sale Agreement;
(xiv) no Person shall have been added as an “Originator” under the Securitization Sale Agreement, dated unless such Person shall have also been added as an Originator under this Framework Agreement; and
(xv) no Event of such dateDefault, Potential Event of Xxxxxx, XxXxxxxxx & Fish, LLP, outside counsel for the Company, in form Default or Securitization Facility Default shall have occurred and substance satisfactory to your counsel, and such other customary closing documentation as the parties may reasonably requestbe continuing.
Appears in 1 contract
Funding Conditions. The respective obligations of the Subscriber and the Company to consummate the purchase and sale of the Placement Shares and, if applicable, the payment of the Commitment Fee shall be subject, in the discretion of the Company or the Subscriber, as the case may be, to the following conditions:
(a) All The obligation of Buyer to enter into a Transaction shall be subject to satisfaction of the following conditions (in each case, as of the applicable Purchase Date) (together, the “Funding Conditions”):
(i) solely with respect to the initial Transaction, each of the items required to be delivered by Seller pursuant to Section 3.2 shall have been delivered in accordance with the terms hereof;
(ii) all amounts (if any) then due and owing by Seller under the Fee Letter shall have been paid in full;
(iii) [reserved];
(iv) the Transaction Notice (including the Portfolio Report required to be included therewith), shall have been duly delivered to Buyer in accordance with Section 4.1(a);
(v) Seller shall have delivered to Buyer a duly executed counterpart to the Confirmation with respect to such Transaction;
(vi) each of the representations and warranties of Seller and other statements of Guarantor (as applicable) set forth in the other party are, at and as of Transaction Agreements (giving effect to the Funding Time (except as expressly provided otherwise), entry into such Transaction) shall be true and correct in all material respects (assuming except that the other party any representation or warranty that is subject to any materiality qualification shall have performed be true and correct in all material respects all of its obligations hereunder theretofore to be performedrespects).;
(bvii) The Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to the Purchase Date for such Transaction shall be performed or satisfied hereunder at or a Business Day occurring no later than five (5) Business Days prior to the Funding.Facility Expiration Date;
(cviii) No stop order suspending the Private Placement shall have been issued, and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or the Subscriber, threatened by any regulatory or governmental body.
(d) The Company shall have entered into an Acquisition Agreement that is substantially similar in all material respects to the Acquisition Agreement described in the Memorandum, which Acquisition Agreement shall provide for Merger Consideration (as defined in the Memorandum) of not more than $23.00 per share of Target Company common stock; all of the material conditions to the closing of the Acquisition shall have been satisfied or, if permitted, duly waived, and the Funding of the sale of the Placement Shares shall occur prior to, but substantially simultaneous with, the closing of the Acquisition pursuant to the Acquisition Agreement.
(e) Other than as contemplated by the Memorandum, there shall not have been any change effected without the Subscriber's prior written consent (which shall not be unreasonable withheld) after the date of this Agreement in the charter or other organizational document or bylaws of the Company adversely affecting the rights of the holders of the Placement Shares; PROVIDED, HOWEVER, that an increase in the Company's authorized capital stock, whether or not described in the Memorandum, shall not be deemed to adversely affect the rights of the holders of the Placement Shares.
(f) At the Funding, the Subscriber shall have received a certificate, dated as of the Funding Date, of the Chief Executive Officer and the Chief Financial Officer of the Company in which such officers state that, to their knowledge, the closing conditions specified in paragraphs (a) through (e) of this Section have been satisfied.
(g) At the Funding, the Company shall have executed and delivered to the Subscriber a registration rights agreement in the form attached hereto as Annex C (the "Registration Rights Agreement").
(h) At the Funding, the Company and the Subscriber Buyer shall have received the customary form full amount of opinionFunded Repurchase Price (if any) due and payable by Seller on such Purchase Date;
(ix) no Potential Event of Default or Event of Default shall have occurred and be continuing;
(x) after entering into such Transaction only one Transaction will be outstanding; and
(xi) in the case of the initial Transaction, dated as Seller shall have paid the fees payable by it pursuant to the last sentence of such date, of Xxxxxx, XxXxxxxxx & Fish, LLP, outside counsel for the Company, in form and substance satisfactory to your counsel, and such other customary closing documentation as the parties may reasonably requestSection 8.2.
Appears in 1 contract
Samples: Master Framework Agreement (United States Cellular Corp)
