Investor Conditions Sample Clauses

Investor Conditions. The obligation of the Investor to purchase the Shares at the Closing shall be subject to and conditioned upon the satisfaction, or waiver by the Investor, prior to or at the Closing, of each of the following conditions: (a) The representations and warranties of the Company contained in this Agreement and the other Closing Documents shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects, in each case as of the Closing Date, and all covenants and agreements of the Company contained in this Agreement and the other Closing Documents shall have been performed or complied with, as applicable, in all material respects on or prior to the Closing Date. (b) Since the Audited Statements Date (as hereinafter defined), there shall have been no Material Adverse Change and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which substantially affects the value of its assets, properties or business, certified by the Company's Secretary. (c) The Company shall have delivered to the Investor: (i) resolutions of the Board of Directors authorizing the execution, delivery and performance of the Closing Documents and of all agreements and documents to which the Company is a party and the consummation of the transactions contemplated thereby; (ii) a certificate of incumbency of the Company's officers executing the Closing Documents, dated the Closing Date; (iii) a certificate of good standing of the Company from the office of the Secretary of State of Delaware, as of a date not more than 5 days prior to the Closing Date; (iv) an opinion of outside legal counsel to the Company, in substantially the form attached hereto as EXHIBIT E, dated the Closing Date and in form and substance reasonably acceptable to the Investor; (v) an opinion of outside legal counsel to the Company with respect to FCC matters, in substantially the form attached hereto as EXHIBIT F, dated the Closing Date and in form and substance reasonably acceptable to the Investor; and (vi) a certificate of compliance, dated the Closing Date, executed by an officer of the Company certifying that each of the conditions specified in this Section 3.1 have been satisfied or waived in writing by the Investor. (d) The Company and the Stockholders shall have performed all of their respective obligations required to be completed on or...
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Investor Conditions. The obligation of the Investor hereunder to purchase the RBC Stock at the Closing is subject to the satisfaction, at or before the Closing Date, of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Seller with prior written notice thereof:
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Investor Conditions. The obligations of the Company to Investor under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:
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Investor Conditions. The Investor's obligation to consummate the transactions contemplated by this Agreement at any Deferred Closing or the Supplemental Closing are conditioned upon the occurrence of the following (with any of such conditions being waivable by the Investor upon written notice to the Company) prior to the applicable Deferred Closing Date or Supplemental Closing Date:
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Investor Conditions. The obligations of the Investor pursuant to paragraph 1 of this Article I shall be subject to the satisfaction, or valid waiver by the Investor, of the condition that: (a) no Material Adverse Change (as defined below in Section 11 of Article IV) shall have occurred; (b) all representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and as of the consummation of the Business Combination (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such date); and (c) the Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it.
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Investor Conditions. The obligation of Investor to consummate the Initial Closing is subject to the satisfaction (or waiver by Investor in its sole discretion) of the following conditions:
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Investor Conditions. Notwithstanding anything to the contrary contained in Section 5.02 or any other provision of this Agreement, in the event that a portion of the Purchased Shares shall be purchased on the Second Closing Date pursuant to Section 2.02(a), the obligation of the Investor to perform, fulfill and carry out its agreements, undertakings and obligations herein made or expressed to be performed, fulfilled or carried out on the Second Closing Date shall be subject to, on or prior to the Second Closing Date, the fulfillment and satisfaction of the conditions precedent set forth in Sections 5.02(b), (d) and (f) and the delivery by the Company to the Investor of duly executed and issued stock certificates representing the Purchased Shares being purchased on the Second Closing Date and such obligation of the Investor shall not be subject to the fulfillment of or compliance with any other condition precedent by the Company; it also being understood and agreed by the parties that such obligation shall remain in full force and effect notwithstanding the termination of the Merger Agreement.
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Investor Conditions. The Investor's obligations in Sections 2, 4, and 5 hereunder to acquire capital stock of the Company through subscription, exchange, purchase or otherwise shall be subject in each case to the satisfaction or waiver of the following conditions: (a) there shall be sufficient authorized capital stock for the Company to effect such transaction, and (b) there shall not be any action taken, or any law or regulation, ruling, order or injunction enacted, enforced, promulgated, proposed, issued or deemed applicable to such transaction by any governmental authority or self-regulatory organization that makes such transaction illegal or that seeks to prohibit or enjoin such transaction.
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Investor Conditions. All of the conditions to the obligations of the Investor set forth in Section 8.2 (except subsection (j) thereof) shall have been satisfied; provided that in no event shall any condition to the obligations of the Investor set forth Section 8.2 be deemed to be satisfied for purposes of this Section 8.3(e) if such condition is waived by the Investor.
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Related to Investor Conditions

  • SUPERIOR CONDITIONS 21.01 All existing benefits, rights, privileges, practices, terms or conditions of employment which may be considered to be superior to those contained herein and which are set out in Appendix 4 are specifically retained by this Agreement unless otherwise agreed by the local parties. The parties agree to remove from Appendix 4 those superior conditions which no longer have application. Where the parties cannot agree on whether a superior condition continues to have application, the issue will be reduced to a grievance and referred to arbitration. 21.02 The Union and the Participating Hospitals agree to establish a committee consisting of two (2) representatives of the Union and two (2) representatives of the Participating Hospitals to review the superior conditions appendices in each of the participating hospitals. This committee will report to their respective negotiating committees prior to the next round of central negotiations.

  • Prior Conditions Satisfied All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • Other Conditions 4.1 The Bank may at any time vary, modify or amend the terms and conditions of the Program as it may, in its reasonable discretion, think fit, and the Cardholder shall be bound by such variations and amendments after such variations and amendments have been communicated to the Cardholder. 4.2 Any abuse or fraud in respect of the issuance of Points or redemption of Rewards (including any Points transfer to designated airlines’ programmes), may result in the cancellation of accrued Points and any Rewards already issued. 4.3 Without prejudice to any of the Bank’s rights and remedies, the Bank is entitled, at any time, in its reasonable discretion with reasonable notice, to terminate the Program or withdraw, cancel or invalidate any Reward and/ or Points already issued. 4.4 The Bank is not liable if it is unable to perform its obligations under these terms and conditions, due directly or indirectly to the failure of any machine or communication system, industrial dispute, war, Act of God, or anything outside the control of the Bank, its agents or any third party. The Bank shall not be responsible for any delay in the transmission to the Bank of evidence of Retail Purchases by the participating merchants or any other third party. 4.5 The Cardholder hereby authorizes the Bank to disclose information regarding himself/herself and his/her Card Account(s) to such third parties as the Bank deems necessary for the purposes of the Program. 4.6 The Bank’s records of all matters relating to this program are conclusive and binding on the Cardholder, save in the case of the Bank’s manifest or clerical error. The Bank is entitled to, for any reason and at any time, with reasonable notice, suspends the calculation or accrual of Points to rectify any errors in the calculation, or otherwise adjust such calculation. 4.7 The Bank’s decision on all matters relating to the Program shall be final and binding on the Cardholder. 4.8 Any redemption of any Reward shall be governed by the Citi ThankYou Rewards Program Terms and Conditions as amended from time to time.

  • Conditions for Advance and Conditions to Closing Section 7.1.

  • Other Conditions Precedent Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6 and 4.1.10 shall have been satisfied unless the failure of any such condition to be satisfied is the result of any action or inaction by Mortgagee.

  • Release Conditions As used in this Agreement, "Release Conditions" shall mean the following:

  • Termination Conditions Such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi has committed a material breach of its obligations under this IP License Agreement, Opto-Device has given written notice of such breach to Hitachi and such breach remains uncured after the Cure Period, or, in the case of a breach, which cannot be cured within such Cure Period, Hitachi has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) such a material breach is incurable. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.

  • Actions to Satisfy Closing Conditions Each Party shall take all such actions as are within its power to control, and shall use its best efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with any conditions set forth in this Agreement which are for the benefit of itself or any other Party.

  • Conditions to Closing Date It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

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