Obligations to Purchase Sample Clauses

Obligations to Purchase. (1) Subject to the terms and conditions of this Agreement, the obligation of the Underwriters to purchase the Initial Units at the Closing Time or the Additional Units, Additional Shares or Additional Warrants at the Over-Allotment Option Closing Time, as the case may be, shall be several and not joint (or joint and several) and shall be limited to the percentage of the Initial Units or the Additional Units, Additional Shares or Additional Warrants, as the case may be, set out opposite the name of the respective Underwriters below: Canaccord Genuity Corp. 60.0 % Cormark Securities Inc. 25.0 % Eight Capital 10.0 % PI Financial Corp. 5.0 % TOTAL 100 % (2) Subject to Section 24(4), if an Underwriter (a “Refusing Underwriter”) shall fail to purchase its applicable percentage of the Initial Units or the Additional Units, Additional Shares or Additional Warrants, as the case may be (the “Defaulted Securities”), at the Closing Time or the Over-Allotment Option Closing Time, as the case may be, the remaining Underwriters (the “Continuing Underwriters”) will be entitled, at their option, to purchase, severally and not jointly (or jointly and severally), all but not less than all of the Defaulted Securities on a pro rata basis among the Continuing Underwriters or in any other proportion agreed upon in writing by such Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Securities to be purchased by the Refusing Underwriters is equal to or less than 10% of the total number of the Initial Units or the Additional Units, Additional Shares or Additional Warrants, as the case may be, the Continuing Underwriters will be obligated to purchase, severally and not jointly (or jointly and severally), the Defaulted Securities on the terms set out in this Agreement in such proportions, provided that the Continuing Underwriters shall have the right to postpone the Closing Time or the Over-Allotment Option Closing Time, as applicable, for such period not exceeding five Business Days as they shall determine and notify the Company in order that the required changes, if any, to the Final Offering Documents or to any other documents or arrangements may be effected. If the number of Defaulted Securities to be purchased by the Refusing Underwriters is greater than 10% of the total number of the Initial Units or the Additional Units, Additional Shares or Additional Warrants, as the case may be, the Continuing Underwriters will not be obliged to purchas...
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Obligations to Purchase. HECO shall not be obligated to purchase, receive or use LSFO to the extent that performance of this Contract in the customary manner is prevented, restricted or delayed by a contingency. In such circumstances, purchases from Chevron may be reduced on any basis as equitable to Chevron as to HECO's other suppliers of LSFO.
Sample 1
Obligations to Purchase. (a) Subject to the terms and conditions of this Agreement, the obligation of the Underwriters to purchase the Firm Shares or the Option Shares that they have agreed to purchase hereunder, as the case may be, at the Closing Time or the Option Closing Time, as the case may be, shall be several and not joint and each of the Underwriters shall be obligated to purchase only that percentage of the Firm Shares or the Option Shares, as the case may be, set out opposite the name of such Underwriter below. RBC Dominion Securities Inc. 16.00 % Scotia Capital Inc. 16.00 % BMO Xxxxxxx Xxxxx Inc. 14.00 % CIBC World Markets Inc. 14.00 % TD Securities Inc. 14.00 % National Bank Financial Inc. 7.25 % Barclays Capital Canada Inc. 3.50 % Credit Suisse Securities (Canada), Inc. 3.50 % Xxxxxxx Sachs Canada Inc. 3.50 % Canaccord Genuity Corp. 1.50 % Desjardins Securities Inc. 1.50 % GMP Securities L.P. 1.50 % Xxxxxxx Xxxxx Ltd. 1.50 % Dundee Securities Ltd. 0.75 % Industrial Alliance Securities Inc. 0.75 % Manulife Securities Incorporated 0.75 % (b) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters fails or refuses to purchase the Offered Shares that it has or they have agreed to purchase hereunder on such date and the aggregate number of Offered Shares with respect to which such default occurs is not more than 7.5% of the aggregate number of the Offered Shares to be purchased on such date, the other Underwriters shall be obligated, severally and not jointly, on a pro rata basis according to the percentage set forth opposite their respective names in Section 24(a) or in such other proportion as the Co-Lead Underwriters may specify, to purchase such Offered Shares. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters fails or refuses to purchase the Offered Shares that it has or they have agreed to purchase hereunder on such date and the aggregate number of Offered Shares with respect to which such default occurs is more than 7.5% of the aggregate number of Offered Shares to be purchased on such date, the other Underwriters shall have the right, but shall not be obligated, to purchase all of such Offered Shares, and if such non-defaulting Underwriters do not purchase all of such Offered Shares, the non-defaulting Underwriters will not be obligated to purchase any Offered Shares on such date and this Agreement will terminate without liability on the part of any non-defa...
Sample 1
Obligations to Purchase. A. From July 1, 2005 until June 30, 2006 and for an “Extended Exclusivity Period” (as defined in Section 7.2.D. herein below), subject to earlier termination of this Agreement as provided herein, Kxxxxx shall purchase Hydrogen Sensors solely from ANI for use in the Insulprobe product, and shall not purchase any product that detects hydrogen from any other source or supplier for this product. During such periods, ANI may not sell Hydrogen Sensors or license Hydrogen Sensor Technology to a company other than Kxxxxx within the Technical Field. B. In the event: (a) Kxxxxx chooses not to extend the exclusivity of this Agreement for a period of time beyond June 30, 2006 under Section 7.2.D.; then in such event Kxxxxx may purchase or acquire from a source or supplier other than ANI a product that detects hydrogen so long as such product does not use or involve Hydrogen Sensor Technology or an ANI Hydrogen Sensor. In such event, ANI and NPI may sell Hydrogen Sensors to and/or license Hydrogen Sensor Technology to Entities other than Kxxxxx whether inside or outside the Technical Field. At such points the license becomes non-exclusive as per Section 7.1.B.
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Obligations to Purchase. If holders of Repurchase Event Options elect to purchase all or any portion of the Offered Interests subject to Repurchase Event Options, then such holders (to the extent that each has so elected) shall be obligated to purchase and the Selling Member shall be obligated to sell such Offered Interests or portion thereof within fifteen (15) days of the later of the termination of the Second Repurchase Event Option Period or receipt of the last Repurchase Event Election Notice to purchase the Offered Interests.
Sample 1
Obligations to Purchase. Subject to the provisions of this Agreement and the Articles of Association and the agreement between the Company and Sky In-Home Service Limited if any of the Parties (acting jointly or individually) wish to transfer Shares representing fifty one per cent (51%) or more of the issued share capital or of the voting rights of the Company then they or he (as appropriate) shall procure that the intended transferee will offer to acquire from the other Parties all Shares then held by them on the same financial terms as those being accepted.
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Obligations to Purchase. The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto.
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Obligations to Purchase 
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Related to Obligations to Purchase

  • CONDITIONS TO PURCHASE The obligation of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxx. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) Opinions of Xxxxxx and Xxxxx, LLP, counsel to the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request.

  • Conditions to Purchaser’s Obligation to Purchase The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Exceptions to obligations The obligations on the parties under this clause 14 will not be taken to have been breached to the extent that Confidential Information is: (a) disclosed by a party to its Experts in order to comply with obligations, or to exer- cise rights, under this Agreement; (b) required by Law to be disclosed; or (c) in the public domain otherwise than due to a breach of this clause 14.

  • Conditions to Purchaser’s Obligations The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to the Closing Date:

  • Agreement to Purchase The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $85,459,192. The sale of the Mortgage Loans shall take place on August 24, 2004 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 14), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 14).

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions: