INVESTORS' CLOSING CONDITIONS. The obligation of the Investor to purchase and pay for the Shares and Warrants on the Closing Date, as provided in Section 2 hereof, shall be subject to the performance by the Company of its agreements theretofore to be performed hereunder and to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:
INVESTORS' CLOSING CONDITIONS. The Investor’s obligation to purchase the Securities at a Closing is subject to the fulfillment, on or before such Closing, of each of the following conditions, unless waived by such Investor:
INVESTORS' CLOSING CONDITIONS. The obligation of each Investor to purchase and pay for the Exchangeable Notes on the First Closing Date and exchange the Exchangeable Notes for Second Closing Shares on the Second Closing Date shall be subject to the performance by the Company of its agreements theretofore to be performed hereunder and to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:
INVESTORS' CLOSING CONDITIONS. The obligations of the Investors under this Agreement to effect the Closing are subject to the fulfillment of the following conditions prior to or at the Closing, each of which may be waived (as conditions to their obligations) by the Investors in their absolute discretion:
INVESTORS' CLOSING CONDITIONS. The obligation of each Investor to purchase and pay for the Ordinary Shares at the Closing, as provided in Article III hereof, shall be subject to the satisfaction or waiver (by such Investor) of the following further conditions:
INVESTORS' CLOSING CONDITIONS. The obligation of the Investors to purchase and pay for the Shares on the Closing Date and on January 1, 1998, as provided in Section 1 hereof, shall be subject to the performance by the Company of its agreements to be performed hereunder prior to the Closing Date and to the satisfaction, prior to the Closing Date or concurrently with the Closing, of the following further conditions:
INVESTORS' CLOSING CONDITIONS. The obligations of each Investor to purchase and pay for the Units at the Closing
INVESTORS' CLOSING CONDITIONS. The obligation of each Investor to purchase the Series A Preferred Stock and the Warrants at the Closing shall be subject to satisfaction of the following conditions at and as of the Closing, any of which may be waived by the Designated Representative:
INVESTORS' CLOSING CONDITIONS. Investor’s obligations to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by Investor), at or prior to the Closing, of each of the following conditions:
(a) All Trafigura Required Governmental Authorizations shall have been obtained and shall be in full force and effect, and all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated.
(b) Trafigura shall have, or shall have caused the Trafigura Terminal Entities to have, performed and complied in all material respects with all the other covenants required by this Agreement to be performed or complied with by it or them on or prior to the Closing Date.
(c) The representations and warranties in Article 3 (subject to the limitations of Section 3.20) qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the Execution Date and the Closing Date as if remade thereon (except in each case to the extent such representations and warranties speak to an earlier date, in which case as of such earlier date). All other representations and warranties in Article 3 (subject to the limitations of Section 3.20) shall be true and correct in all respects as of the Execution Date and as of the Closing Date as if remade thereon (except in each case to the extent such representations and warranties speak to an earlier date, in which case as of such earlier date) except to the extent the failure of such representations and warranties to be so true and correct has not had, in the aggregate, a Material Adverse Effect.
(d) There shall not be any action or proceeding before any Governmental Authority with respect to which an unfavorable judgment, order, decree or ruling would prohibit the consummation of the transactions contemplated by this Agreement or declare the consummation of the transactions unlawful or require the consummation of the transactions to be rescinded.
INVESTORS' CLOSING CONDITIONS. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor (provided that no such waiver shall be deemed given unless in writing and executed by the Investor):
(a) receipt by the Investor of a countersigned copy of this Agreement executed by the Company;
(b) receipt by the Investor of evidence of one or more stock certificates representing the Shares, which evidence may be satisfied by delivery to the Investor of a copy of the executed and delivered instruction letter from the Company to American Stock Transfer & Trust Company, the Company’s transfer agent, instructing American Stock Transfer & Trust Company to deliver a stock certificate representing the Shares to the Investor;
(c) the accuracy of the representations and warranties made by the Company in this Agreement;
(d) all outstanding shares of the Aviza, Inc.’s Series B Preferred Stock and Series B-1 Preferred Stock shall have been converted into shares of Common Stock at a conversion price per share of not less than the per share purchase price of the Shares;
(e) on the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement;
(f) the receipt by the Investor of a certificate in substantially the form attached hereto as Exhibit A, dated the Closing Date, duly executed by its Chief Executive Officer to the effect set forth in clauses (c), (d) and (e) above;
(g) a legal opinion of counsel to the Company addressed to the Investor in substantially the form as attached hereto as Exhibit B;
(h) the receipt by the Investor of a certificate in substantially the form attached hereto as Exhibit C, dated the Closing Date, of the Secretary of the Company certifying (i) the certificate of incorporation and bylaws of the Company as in effect on the Closing Date, (ii) all resolutions of the board of directors of the Company relating to this Agreement and the transactions contemplated hereby and (iii) the incumbency of all officers of the Company executing this Agreement and any other agreement or document contemplated hereby; and
(i) the receipt by the Investor of a certificate from American Stock Transfer & Trust Company, the Company’s transfer agent, certifying the number of issued and outstanding shares of Common Stock of the Company.
