Subscription Obligation. (a) Subject to the terms and conditions set forth herein, each Investor, severally and not jointly, irrevocably subscribes for and commits to purchase from the Company that number of Series A Shares set forth opposite such Investor’s name on Schedule 2.1 (the “Subscription Obligation”) at such times and in such amounts as are determined in accordance with Section 3.1, and at such times, the Company shall issue and sell to each Investor, such number of Series A Shares, for a purchase price of $10.00 per Series A Share. (b) Each such purchase of Series A Shares pursuant to Section 2.1(a) above shall be subject to satisfaction of the following conditions, in addition to the conditions set forth in Article VI: (i) with respect to each Investor any required approvals shall have been obtained under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”) and (ii) the Company is not insolvent or bankrupt nor has any Person commenced voluntary or involuntary bankruptcy proceedings involving the Company or taken any action to liquidate, wind-up or dissolve the Company. Subject to the foregoing conditions and in accordance with Section 3.1, the Company will sell and the Investors will purchase, prior to or upon consummation of an IPO, Series A Shares representing any remaining Subscription Obligation. (c) The Company and each Investor hereby agree that to the extent that the consummation of the transactions contemplated by this Agreement requires approval under the HSR Act such Investor will use its commercially reasonable efforts to obtain such approval. The Company hereby agrees to pay any filing fees in connection with such approval. (d) Each Investor hereby agrees that the Company may collaterally assign and pledge its rights under this Agreement and the Stock Pledge Agreement, including its right to receive payments in satisfaction of such Investor’s Subscription Obligation, to any providers of debt financing to the Company or its subsidiaries. The Company agrees that it will only assign or pledge such rights in total and not with respect to less than all of the Investors and investors purchasing Series A Shares pursuant to the Management Subscription Agreement. (e) Each Investor agrees to furnish to the Company all information that the Company has requested in this Agreement (and in the Prospective Investor Questionnaire attached as Annex A hereto and forming a part of this Agreement) and agrees to execute and deliver the Ancillary Agre...

Subscription Obligation. Upon the terms and subject to the conditions of this Agreement, the Participant hereby agrees that, as of [DATE] (the “Share Ownership Assessment Date”), the Participant’s Owned Number of Common Shares shall be no less than the “Subscription Amount” (as defined in Annex A to this Agreement). For purposes of this Agreement, the Participant’s “Owned Number of Common Shares” shall mean the number of shares Class A Common Stock with respect to which the Participant is the shareholder of record, but shall not include any compensatory awards that have not yet either become vested or been distributed as shares of Class A Common Stock.

Subscription Obligation. (a) Subject to the terms and conditions set forth herein, each Investor, severally and not jointly, irrevocably subscribes for and commits to purchase from the Company that number of Series A Shares set forth opposite such Investor’s name on Schedule 2.1 (the “Subscription Obligation”) at such times and in such amounts as are determined in accordance with Section 3.1, and at such times, the Company shall issue and sell to each Investor, such number of Series A Shares, for a purchase price of $10.00 per Series A Share. Notwithstanding the foregoing, upon the occurrence of a Termination Event (as defined in the Investor’s Restricted Stock Agreement with the Company) with respect to an Investor occurring as a result of (i) a termination by the Company without Cause (as defined in such Restricted Stock Agreement), (ii) a termination by the Investor for Good Reason (as defined in such Restricted Stock Agreement) or (iii) the death or disability of the Investor, such Investor shall no longer be obligated or permitted to purchase any Series A Shares in satisfaction of his or its, as the case may be, Subscription Obligation unless within thirty (30) days of the date such Termination Event occurred the Investor delivers to the Company notice of his or its election to continue purchasing Series A Shares in satisfaction of his or its Subscription Obligation. In the event the Investor fails to deliver such notice within such thirty (30) day period (a “Purchase Termination Event”), such Investor shall be deemed to have forfeited the right to satisfy his or its Subscription Obligation. (b) Each such purchase of Series A Shares pursuant to Section 2.1(a) above shall be subject to satisfaction of the following condition, in addition to the conditions set forth in Article VI: the Company is not insolvent or bankrupt nor has any Person commenced voluntary or involuntary bankruptcy proceedings involving the Company or taken any action to liquidate, wind-up or dissolve the Company. Subject to the foregoing conditions and in accordance with Section 3.1, the Company will sell and the Investors will purchase, prior to or upon consummation of an IPO, Series A Shares representing any remaining Subscription Obligation. (c) Each Investor hereby agrees that the Company may collaterally assign and pledge its rights under this Agreement and the Stock Pledge Agreement, including its right to receive payments in satisfaction of such Investor’s Subscription Obligation, to any providers of...

Subscription Obligation. (a) The Investor agrees to subscribe for the Subscription Shares at an issue price of $0.0008 per Share for a total subscription price of $4,650,000 in the manner set out in this clause 3. (b) All payments by the Investor under this clause 3 must be made by bank cheque or telegraphic transfer of cleared funds to an account nominated by the Company, or as otherwise agreed between the Company and the Investor.

Related to Subscription Obligation

Conditions to the Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.
Conditions Precedent to the Obligations of Purchaser The obligation of Purchaser to consummate the transaction contemplated hereunder shall be subject to the fulfillment on or before the Closing Date of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement); (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date; (d) Seller shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement.
Conditions to the Obligations of the Purchasers The obligation of each of the Purchasers to purchase Shares at the Closing is subject to the fulfillment, or the waiver by such Purchaser, of each of the following conditions on or before the Closing:
Conditions to the Obligations of Buyer The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date.
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:
Conditions Precedent to the Obligations of the Purchasers The obligation of each Purchaser to acquire Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, at or before the Closing, of each of the following conditions:
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.
Conditions Precedent to the Obligations of Seller The obligations of Seller under this Agreement are subject to the each of the following conditions being met:
Conditions Precedent to the Obligations of the Purchaser Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:
Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities. The obligation hereunder of the Company to close and issue and sell the Securities to the Purchasers at the Closing Date is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

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