Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Ziff Davis Intermediate Holdings Inc), Stock Purchase Agreement (Ziff Davis Intermediate Holdings Inc), Stock Purchase Agreement (Ziff Davis Intermediate Holdings Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Initial Closing and all documents incident thereto shall or required to be reasonably delivered prior to or at the Closing will be satisfactory in form and substance to the Purchasers.
Appears in 5 contracts
Samples: Series a Preferred Stock Purchase Agreement (Valuestar Corp), Series C Preferred Stock and Warrant Purchase Agreement (Hull James Mitchell), Series C Preferred Stock and Warrant Purchase Agreement (Hull James Mitchell)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident incidental thereto shall or required to be delivered prior to or at the Closing will be reasonably satisfactory in form and substance to the Purchaserssuch Purchaser.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Jaguar Health, Inc.), Securities Purchase Agreement (Jaguar Health, Inc.), Securities Purchase Agreement (Jaguar Health, Inc.)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to the Purchasers.
Appears in 4 contracts
Samples: Equity Subscription Agreement (Global Vacation Group Inc), Equity Purchase Agreement (Global Imaging Systems Inc), Equity Subscription Agreement (Global Vacation Group Inc)
Proceedings. All corporate and other proceedings of the Company taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby and by the Other Agreements to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser.
Appears in 3 contracts
Samples: Purchase Agreement (Ifx Corp), Purchase Agreement (Ubs Capital Americas Iii Lp), Purchase Agreement (Ifx Corp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions to be consummated at or prior to the Closing transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in substance and form and substance to the Purchasers.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Compressco Inc), Securities Purchase Agreement (Uniview Technologies Corp), Securities Purchase Agreement (Uniview Technologies Corp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers.
Appears in 3 contracts
Samples: Purchase Agreement (Endorex Corp), Purchase Agreement (Endorex Corp), Purchase Agreement (Endorex Corp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and its counsel.
Appears in 3 contracts
Samples: Purchase Agreement (Masada Security Holdings Inc), Series B Preferred Stock Purchase Agreement (Masada Security Holdings Inc), Securities Purchase Agreement (Chell Group Corp)
Proceedings. All corporate and other proceedings of the ----------- Company taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby and by the Other Agreements to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser.
Appears in 3 contracts
Samples: Purchase Agreement (Ifx Corp), Series C Convertible Preferred Stock Purchase Agreement (Ifx Corp), Purchase Agreement (Ifx Corp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchasers and their special counsel.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Zimmerman Sign Co), Purchase Agreement (United Usn Inc), Purchase Agreement (United Usn Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Initial Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser.
Appears in 3 contracts
Samples: Securities Purchase Agreement (JetPay Corp), Securities Purchase Agreement (JetPay Corp), Securities Purchase Agreement (JetPay Corp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company Purchasers in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersCompany.
Appears in 3 contracts
Samples: Purchase Agreement (Endorex Corp), Purchase Agreement (Endorex Corp), Purchase Agreement (Endorex Corp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing shall have been taken and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Thirty Five East Investments LLC), Stock Purchase Agreement (Aames Financial Corp/De), Stock Purchase Agreement (Aames Financial Corp/De)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser and its special counsel.
Appears in 3 contracts
Samples: Purchase Agreement (Paradise Music & Entertainment Inc), Purchase Agreement (Desa Holdings Corp), Purchase Agreement (Digital Entertainment Network Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers and Xxxxxxxx & Xxxxx, as special counsel to the BA Purchasers.
Appears in 3 contracts
Samples: Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Zimmerman Sign Co), Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Boner Tom E), Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Anderson David E)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersClosing.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Thoma Cressey Equity Partners Inc), Stock Purchase Agreement (Affordable Residential Communities Inc), Preferred Stock Purchase Agreement (Jda Software Group Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions to occur at the Initial Closing shall be consummated at or prior to the Initial Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersLLC and its special counsel.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Si International Inc), Stock Purchase Agreement (Si International Inc), Stock Purchase Agreement (Allegiance Telecom Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers' counsel.
Appears in 2 contracts
Samples: Share Purchase Agreement (Ecollege Com), Series B Preferred Share Purchase Agreement (Ecollege Com)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersAgent and its special counsel.
Appears in 2 contracts
Samples: Note Purchase Agreement (AE Biofuels, Inc.), Note and Warrant Purchase Agreement (AE Biofuels, Inc.)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to the PurchasersPurchaser.
Appears in 2 contracts
Samples: Investor Purchase Agreement (Global Imaging Systems Inc), Investor Purchase Agreement (Global Imaging Systems Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Stockholder.
Appears in 2 contracts
Samples: Recapitalization Agreement (Commercial Vehicle Group, Inc.), Recapitalization Agreement (Commercial Vehicle Group, Inc.)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with and the Transactions to be consummated Sellers and the Other Sellers at or prior to the Closing in connection with the transactions contemplated hereby shall have been taken and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchasers and their special counsel.
Appears in 2 contracts
Samples: Recapitalization Agreement (Netcom Systems Inc), Recapitalization Agreement (Netcom Systems Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers' special counsel.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Corechange Inc), Series B Convertible Preferred Stock Purchase Agreement (Corechange Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions to occur at such Subsequent Closing shall be consummated at or prior to the such Subsequent Closing and all documents incident thereto shall be reasonably satisfactory in form from and substance to the PurchasersLLC and its special counsel.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Si International Inc), Stock Purchase Agreement (Si International Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Genta Incorporated /De/), Securities Purchase Agreement (Procept Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and its special counsel.
Appears in 2 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Regent Assisted Living Inc), Preferred Stock and Warrant Purchase Agreement (Prudential Private Equity Investors Iii Lp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company such Purchaser in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersATS and its counsel.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American Radio Systems Corp /Ma/), Stock Purchase Agreement (American Tower Systems Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the Transactions to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ziff Davis Media Inc), Stock Purchase Agreement (Ziff Davis Media Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing shall have been taken and all documents incident thereto shall be reasonably satisfactory in form and substance to counsel to the PurchasersPurchaser.
Appears in 2 contracts
Samples: Concurrent Offering Purchase Agreement (Einstein Noah Bagel Corp), Concurrent Offering Purchase Agreement (Boston Chicken Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company and the Seller in connection with the Transactions transactions contemplated by this Agreement and the other Documents to be consummated at or prior to the Closing shall have been taken and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersBuyer and its counsel.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Norstan Inc), Stock Purchase Agreement (Netwolves Corp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company Purchaser in connection with this Agreement, the Transactions Transaction Documents, and the transactions contemplated hereby and thereby to be consummated at on or prior to the Closing will have been taken and all documents incident thereto shall will be reasonably satisfactory in form and substance to the PurchasersCompany and its special counsel.
Appears in 2 contracts
Samples: Purchase Agreement (Venture Equities Management Inc), Purchase Agreement (Universal Automotive Industries Inc /De/)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents documents, instruments and certificates incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and its counsel.
Appears in 2 contracts
Samples: Purchase Agreement (Cal Dive International Inc), Purchase Agreement (Cal Dive International Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall or required to be delivered prior to or at the Closing will be reasonably satisfactory in form and substance to the PurchasersInvestor.
Appears in 2 contracts
Samples: Note Exchange & Warrant Purchase Agreement (Jaguar Animal Health, Inc.), Note Exchange & Warrant Renewal, Extension and Purchase Agreement (Jaguar Animal Health, Inc.)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Buckley Evan R), Stock Purchase Agreement (BNMC Acquisition Co)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and its special counsel.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Jennifer Convertibles Inc), Warrant Purchase Agreement (Edison Schools Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Initial Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to the PurchasersPurchaser and the Purchaser's counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to the PurchasersPurchaser and its special counsel.
Appears in 1 contract
Samples: Subordinated Note and Equity Purchase Agreement (Aasche Transportation Services Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and its counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing Third Closing, and all documents incident thereto thereto, shall be reasonably satisfactory in form and substance to the PurchasersPurchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersInvestors and their special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing Second Closing, and all documents incident thereto thereto, shall be reasonably satisfactory in form and substance to the PurchasersPurchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the Transactions transactions to occur at the Closing shall be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersParticipating Purchasers and their respective special counsel.
Appears in 1 contract
Proceedings. (i) All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and (ii) all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchasers and their special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Stockholder and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions to occur at such Subsequent Closing shall be consummated at or prior to the such Subsequent Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersLLC and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company Buyer in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersCompany and its counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to the Purchaserssuch Purchaser and its special counsel.
Appears in 1 contract
Samples: Series H Preferred Stock Purchase Agreement (Petsmart Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Bion Environmental Technologies Inc)
Proceedings. All corporate and other proceedings taken or required ----------- to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Ansan Pharmaceuticals Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser and its special counsel.
Appears in 1 contract
Samples: Purchase Agreement (Centennial Communications Corp)
Proceedings. All corporate and other proceedings taken or required ----------- to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser and its special counsel.
Appears in 1 contract
Samples: Purchase Agreement (Centennial Communications Corp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasersany Purchaser and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company Companies or the Sellers in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Initial Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersMajority Holders and their counsel.
Appears in 1 contract
Samples: Series C 2 Preferred Stock Purchase Agreement (Nanosphere Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident incidental thereto shall or required to be delivered prior to or at the Closing will be reasonably satisfactory in form and substance to the Purchasers.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ------------ required to be taken by the Company in connection with and the Transactions to be consummated Shareholders at or prior to the Closing in connection with the transactions contemplated hereby shall have been taken and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchasers and their special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing First Closing, and all documents incident thereto thereto, shall be reasonably satisfactory in form and substance to the PurchasersPurchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the First Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions to occur at the Closing shall be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchasers and their respective special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings of the Company taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby and by the Other Agreements to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser.
Appears in 1 contract
Samples: Stock and Option Purchase Agreement (Chadbourne Corp Et Al)
Proceedings. All corporate and other proceedings taken or required to ----------- be taken by the Company or the Shareholder in connection with the Transactions to transactions contemplated hereby shall be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and its counsel.
Appears in 1 contract
Samples: Stock Purchase Agreement (Proactive Finance Group LLC)
Proceedings. All corporate and other proceedings taken or required ----------- to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing Closing, and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersInvestors and their counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (First Interstate Bancsystem of Montana Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersBuyer and its counsel.
Appears in 1 contract
Samples: Recapitalization Agreement (Knowles Electronics LLC)
Proceedings. All corporate and other proceedings of the Company taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to the PurchasersBuyer and its counsel in the exercise of their reasonable judgment.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and their special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by any member of the Company Group in connection with the Transactions transactions contemplated hereby and by the other Transaction Agreements to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersMDP.
Appears in 1 contract
Samples: Subscription Agreement (Great Lakes Dredge & Dock Corp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to each Purchaser at the PurchasersClosing and its special counsel.
Appears in 1 contract
Samples: Reclassification and Sale of Shares Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to the PurchasersPurchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required ----------- to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers' counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to the Purchaserseach Purchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings of the Company taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby and by the Other Agreements to be consummated at or prior to the respective Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and its special counsel.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Zytec Corp /Mn/)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Warner Chilcott CORP)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser.
Appears in 1 contract
Samples: Management Stock Purchase Agreement (BNMC Acquisition Co)
Proceedings. All corporate and or other proceedings of the Buyer taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to the PurchasersCompany and its counsel in the exercise of their reasonable judgment.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in a form and substance reasonably satisfactory to the Purchasersparties and their counsel, and the parties shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.
Appears in 1 contract
Samples: Reorganization Agreement (Princeton Video Image Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Subsequent Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser Representative and its special counsel.
Appears in 1 contract
Samples: Recapitalization Agreement (Anthony Crane Holdings Capital Corp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and its counsel.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Argyle Security, Inc.)
Proceedings. All corporate and other proceedings of the Company ----------- taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby and by the Other Agreements to be consummated at or prior to the respective Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser.
Appears in 1 contract
Samples: Purchase Agreement (Ifx Corp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing Closing, and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersBuyer and its counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents documents, instruments and certificates incident thereto shall be reasonably satisfactory in form and substance to the PurchasersCompany, the Shareholders and their counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident incidental thereto shall or required to be delivered prior to or at the Closing will be reasonably satisfactory in form and substance to the PurchasersPurchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Jaguar Health, Inc.)
Proceedings. All corporate and other proceedings of the Company taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing Closings and all documents incident thereto shall will be reasonably satisfactory in form and substance to the PurchasersBuyer and its counsel in the exercise of their reasonable judgment.
Appears in 1 contract
Samples: Option Agreement (Insweb Corp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company or the Shareholder in connection with the Transactions to transactions contemplated hereby shall be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and its counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Parent, Seller and/or any Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersBuyer and its counsel.
Appears in 1 contract
Samples: Stock Purchase Agreement (Gentiva Health Services Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and its special counsel.
Appears in 1 contract
Samples: Series D Convertible Preferred Stock and Warrant Purchase Agreement (Computer Motion Inc)
Proceedings. All corporate and other proceedings taken or required -- ----------- to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaserseach Purchaser and its special counsel.
Appears in 1 contract
Samples: Purchase Agreement (Centennial Communications Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with or its Subsidiaries and the Transactions to be consummated Shareholders at or prior to the Closing in connection with the transactions contemplated hereby shall have been taken and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and its special counsel.
Appears in 1 contract
Samples: Recapitalization Agreement (Pen Tab Industries Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company Purchasers in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersCompany, the Current Owner Representative and their special counsel.
Appears in 1 contract
Samples: Recapitalization Agreement (Anthony Crane Holdings Capital Corp)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Initial Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to the PurchasersCompany and the Company's counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersPurchaser Required Majority (as defined below).
Appears in 1 contract
Samples: Series D Preferred Share Purchase Agreement (Elbit Imaging LTD)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the Transactions transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to the Purchasers.
Appears in 1 contract
Samples: Equity Subscription Agreement (Global Imaging Systems Inc)
Proceedings. All corporate and other proceedings taken or required to be taken by the Company Buyer in connection with the Transactions transactions contemplated by this Agreement and the other Documents to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the PurchasersSeller and its counsel.
Appears in 1 contract
