Investor’s Conditions. The obligation of the Investor to consummate the purchase of the Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Investor in writing, in whole or in part, to the extent permitted by applicable Law):
(a) Substantially concurrently with the delivery of the Purchase Price Payment by the Investor, the Company shall file the Draft Filings (in substantially the same form previously reviewed by the Investor) with the Commission, in compliance with all applicable rules and regulations;
(b) [intentionally omitted]
(i) The representations and warranties of the Company contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date, (ii) the representations and warranties of the Company set forth in Section 3.2(b) shall be true and correct when made and as of the Closing Date and (iii) all other representations and warranties of the Company shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date;
(d) Since the date of this Agreement, no event has occurred or condition or circumstance exists which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; and
(e) The Company shall have delivered, or caused to be delivered, to the Investor at the Closing, the Company’s closing deliveries described in Section 2.5. By acceptance of the Purchase Price Payment, the Company shall be deemed to have represented to the Investor that it has performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by it on or prior to the Closing Date; and the representations and warranties of such Company contained in this Agreement that are qualified by materiality are true and correct as of the Closing Date and all other representations and warranties of the Company are true and correct in all material respects as of the Closing Date.
Investor’s Conditions. The obligations of the Investor to consummate the transaction contemplated by this Agreement shall be subject to fulfillment of the following conditions on or prior to the date of Closing:
(a) The representations and warranties of the Issuer set forth in Article 2 shall be true and correct on and as of the date of Closing.
(b) All proceedings, corporate or otherwise required to be taken by the Issuer on or prior to the date of Closing in connection with this Agreement, and the Debt Exchange contemplated hereby, shall have been duly and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the Issuer on or prior to the Closing shall have been obtained.
(c) A copy of the Certificate of Designation, as filed with, and certified as of a recent date by, the Secretary of State of the State of Delaware, shall have been delivered to the Investor.
(d) The Issuer shall have issued and delivered, or cause to be issued and delivered, to the Investor, stock certificates, registered in the name of the Investor, representing duly authorized, validly issued, fully paid and non-assessable Exchange Shares.
(e) The Issuer shall have delivered to the Investor such other documents, certificates or other information as the Investor or its counsel may reasonably request.
Investor’s Conditions. Each Investor's obligation to purchase and pay for its Shares shall be subject to the fulfillment to such Investor's satisfaction on or before the Closing Date (or waived in writing by such Investor) of the following conditions:
Investor’s Conditions. The Investors' obligation to purchase and pay for the Shares at Closing is subject to the fulfillment or written waiver by the Investors prior to or at Closing of the following conditions:
Investor’s Conditions. The obligations of the Investor to consummate the transaction contemplated by this Agreement shall be subject to fulfillment of the following conditions on or prior to the date of Closing:
(a) The representations and warranties of the Issuer set forth in Article 2 shall be true and correct on and as of the date of Closing.
(b) All proceedings, corporate or otherwise required to be taken by the Issuer on or prior to the date of Closing in connection with this Agreement, and the Debt Exchange contemplated hereby, shall have been duly and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the Issuer on or prior to the Closing shall have been obtained.
(c) The Issuer shall have issued and delivered, or cause to be issued and delivered, to the Investor, stock certificates, registered in the name of the Investor, representing duly authorized, validly issued, fully paid and non-assessable Exchange Shares.
(e) The Issuer shall have delivered to the Investor such other documents, certificates or other information as the Investor or its counsel may reasonably request.
Investor’s Conditions. The obligation of the Investors hereunder to purchase the Company Shares and Xxx.xxx Shares 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 Investors’ sole benefit and may be waived by the Investors at any time in their sole discretion by providing the Sellers with prior written notice thereof:
Investor’s Conditions. The obligations of the Investors to effect the Closing are subject to the satisfaction of the following conditions, any one or more of which may be waived by the Investors.
Investor’s Conditions. The obligations of Investor to consummate the Debt Exchange and the other transactions contemplated by this Agreement shall be subject to fulfillment of the following conditions on or prior to the date of Closing:
(a) The representations and warranties of Issuer set forth in Article 2 shall be true and correct on and as of the Closing Date;
(b) All proceedings, corporate or otherwise required to be taken by Issuer on or prior to the Closing in connection with (i) the consummation of the Debt Exchange, the issuance of the Exchange Shares, the issuance of the Amended and Restated Note, (ii) the execution, delivery and performance of the this Agreement, the Amended and Restated Note, the Second Omnibus Amendment and the Warrant Amendment (as defined below), and (ii) the adoption, approval and filing of the Certificate of Designation, in each case, shall have been duly and validly taken, and all necessary consents, approvals or authorizations required to be obtained by Issuer on or prior to the Closing shall have been obtained;
(c) A copy of the Certificate of Designation in the form of Exhibit B attached hereto, as filed with, and certified as of a recent date by, the Secretary of State of the State of Delaware, shall have been delivered to Investor, and such Certificate of Designation shall be in full force and effect and shall not have been amended, supplemented or modified from the form thereof attached hereto as Exhibit B hereto without the prior written consent of Investor;
(d) Issuer shall have issued the Exchange Shares to the Investor, and not later than three Business Days after the date hereof (or such later date as Investor may agree in writing) Issuer shall have executed and delivered to Investor, one or more original stock certificates, registered in the name of Investor, representing duly authorized, validly issued, fully paid and non-assessable Exchange Shares;
(e) Issuer shall have issued, executed and delivered to Investor the Amended and Restated Note in the form attached hereto as Exhibit A;
(f) Issuer has, and has caused each of its subsidiaries party thereto to, execute and deliver to Investor the Second Omnibus Amendment in the form attached hereto as Exhibit C, and the conditions precedent to the effectiveness of the Second Omnibus Amendment set forth in Section 4 thereof shall have been satisfied in full (or waived in writing by the Investor);
(g) Issuer has executed and delivered to Investor the Amendment No. 2 (the “Warrant Amendment...
Investor’s Conditions. Owner shall deliver the following to Investors on the Effective Date:
(a) Counterparts of this Agreement duly executed by Owner;
(b) A certificate of the Secretary or the Assistant Secretary of the Owner certifying, among other things, as to the due authorization of the transactions contemplated hereby;
(c) The legal opinion of Thomxxxx & Xnigxx, X.C., counsel to Owner, substantially in the form attached hereto as Exhibit C;
(d) The legal opinion of Milbank, Tweed, Hadlxx & XcClxx, special California counsel to Owner, substantially in the form attached hereto as Exhibit D;
(e) The legal opinion of Bakex & XcKexxxx, xxecial Colombian counsel to Owner, substantially in the form attached hereto as Exhibit E;
(f) A copy of the Certificate of Incorporation, as amended to the date hereof, of Owner, certified by the Secretary of Owner.
Investor’s Conditions. The obligation of the Investors hereunder to purchase the Company Shares and Zap.com Shares at the Closing is subject to the satisfaction, at or xxxxxx the Closing Date, of the following conditions, provided that these conditions are for the Investors' sole benefit and may be waived by the Investors at any time in their sole discretion by providing the Sellers with prior written notice thereof:
