Requirements of the Purchaser Sample Clauses

Requirements of the Purchaser. The Company shall not be required to include any Shares in the Purchaser Registration Statement unless: (a) the Purchaser furnishes to the Company in writing such information regarding the Purchaser and the proposed sale of the Shares by the Purchaser as the Company may reasonably request in writing in connection with the Purchaser Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities; (b) the Purchaser shall have provided to the Company its written agreement: (i) to indemnify the Company and each of its directors and officers against, and hold the Company and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which the Company or such directors and officers may become subject by reason of any statement or omission in the Purchaser Registration Statement made in reliance upon, or in conformity with, a written statement by the Purchaser furnished pursuant to this Section 4(b)(I); and (ii) to report to the Company sales made pursuant to the Purchaser Registration Statement.
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Requirements of the Purchaser. The Company shall not be required to include any Shares in the Purchaser Registration Statement unless:
Sample 1Sample 2
Requirements of the Purchaser. The Company shall not be required to include any Shares in any registration statement unless: (a) the Purchaser furnishes to the Company in writing such information regarding the Purchaser and the proposed sale of the Shares by the Purchaser as the Company may reasonably request in writing in connection with the registration statement or as shall be required in connection therewith by the SEC or any state securities law authorities; (b) the Purchaser shall have provided to the Company its written agreement to use its commercially reasonable efforts to report to the Company sales of the Shares.
Sample 1
Requirements of the Purchaser. At or prior to the Phase 1 Closing (with respect to items (i) through (xiii) below) and Phase 2 Closing (with respect to items (xii) through (xiv) below), the Purchaser shall have delivered to the Sellers the following and/or the following shall have occurred: (i) The Closing Cash Consideration and photocopies of the certificates evidencing the Closing Shares as issued by Xxxxxxxxx’s transfer agent to be released and sent to the Shareholders (or their counsel) on the Phase 1 Closing Date; (ii) The fully-executed, hard-copy original of the Promissory Note and other Transaction Documents to which the Purchaser is a party; (iii) The Series C Certificate of Designation of Purchaser in the form of Exhibit K attached hereto (the “Series C Certificate of Designation”), pursuant to which, among other things, (A) each share in that series shall have the same voting preference as the shares of Series B Voting Preferred Stock of Purchaser; (B) a majority of that class shall have the authority and right (in the majority’s sole discretion) to (1) approve or veto the creation of any classes or series of non-common shares of the Purchaser, (2) approve or veto the authorization or issuance of any non-common shares of the Purchaser, (3) appoint two members of the Board of Directors, one of whom shall at all times be the Chairperson, and (4) approve or veto any of the other actions set forth in Section 6.1 of the certificate of designation for the Series B Voting Preferred Stock; (iv) The Employment Agreements for the Sellers in substantially the form of the First Amended and Restated Employment Agreement between Xxxxxxx Xxxxx Xxxxxxx and the Purchaser, with such compensation terms agreed upon mutually by Sellers and Purchaser, signed by the Purchaser (the “Employment Agreements”); (v) The Amended and Restated Articles of Incorporation of Purchaser providing for the declassification of the Board of Directors of the Purchaser and such other amendments to the Articles of Incorporation as the Purchaser and Sellers may mutually agree upon prior to the filing of the Proxy Statement (the “Amended & Restated Articles of Incorporation”); provided, however, that if the provision thereof providing for the declassification of the Board of Directors is not approved by the Shareholders prior to Closing (despite Xxxxxxx’x best efforts to effect the same), then that particular provision (alone) shall instead be deemed a post-Closing obligation of the Parties, to be procured by the holding...
Sample 1
Requirements of the Purchaser. (a) The Company shall not be required to include any Shares in any registration statement unless the Purchaser furnishes to the Company in writing such information regarding the Purchaser and the proposed sale of the Shares by the Purchaser as the Company may reasonably request in writing in connection with the registration statement or as shall be required in connection therewith by the SEC or any state securities law authorities and the Purchaser shall have provided to the Company its written agreement to use its commercially reasonable efforts to report to the Company sales of the Shares. (b) The Purchaser agrees to treat as confidential (unless otherwise publicly disclosed by the Company or a third party not to the knowledge of Purchaser in breach of an agreement of confidentiality with the Company) any written notice from the Company regarding the Company’s plans to file a registration statement and shall not disclose such information to any other person, or use such information, except as is necessary to exercise its rights under this Agreement.
Sample 1

Related to Requirements of the Purchaser

  • Obligations of the Purchaser (a) The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement. (b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement. (c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable. (d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice. (e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.

  • Covenants of the Purchaser The Purchaser covenants and agrees with the Company as follows:

  • Statements to the Purchaser The Seller shall furnish to the Purchaser an individual loan accounting report, as of the last Business Day of each month, in the Seller's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth (5th) Business Day of the following month in a format mutually agreed upon by both the Purchaser and the Seller and in hard copy, which report shall contain the following: (i) with respect to each Monthly Payment, the amount of such remittance allocable to principal (including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any Prepayment Penalties or premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04); (ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest; (iii) the amount of servicing compensation received by the Seller during the prior collection period; (iv) the aggregate Scheduled Principal Balance of the Mortgage Loans; (v) the aggregate of any expenses reimbursed to the Seller during the prior distribution period pursuant to Section 4.05; (vi) the number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to 89 days, and (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and (vii) the amount of any Monthly Advances. The Seller shall also provide a monthly servicing report, sorted in the Purchaser's assigned loan number order, in the form of reports S-50Y and P-4DL, attached hereto as Exhibit G and Exhibit H, respectively (or in such other forms as the Purchaser and the Seller may agree), with each such report. The Seller shall prepare and file any and all information statements or other filings required to be delivered to any governmental taxing authority or to the Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Seller shall provide the Purchaser with such information concerning the Mortgage Loans as is necessary for the Purchaser to prepare its federal income tax return as the Purchaser may reasonably request from time to time. In addition, not more than sixty (60) days after the end of each calendar year, the Seller shall furnish to each Person who was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal income tax law as to the aggregate of remittances for the applicable portion of such year.

  • Covenants of the Purchasers Each Purchaser covenants and agrees with the Company as follows:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Obligations of the Purchasers (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

  • Experience of the Purchaser The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

  • Conditions of the Purchasers’ Obligations at Closing The obligations of the Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser to purchase any Notes will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company in Section 1 of this Agreement as of the date of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that (i) such certificate shall also relate to the Time of Sale Prospectus and (ii) references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the Terms Agreement), (ii) the opinion of counsel for the Company, dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the opinion of Xxxxx Xxxxx LLP, counsel for the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and Closing Date, to the effect set forth in Section 5(e); and (c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

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