CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.
CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligations of the Company shall be subject to the conditions set forth in the first sentence of Section 6(a) and in Section 6(b) hereof. In case such conditions shall not have been fulfilled, this Agreement may be terminated by the Company by mailing or delivering written notice thereof to the Representatives. Any such termination shall be without liability of any party to any other party except as otherwise provided in Sections 5, 8 and 10(b) hereof.
CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligation of the Company to sell and deliver the Shares is subject to the following conditions:
(a) The Registration Statement shall have become effective not later than 9:00 a.m. New York time, on the date of this Agreement, or on such later date or time as you and the Company may agree in writing.
(b) on the Closing Dates, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Act or any proceedings therefor initiated or threatened by the Commission. If the conditions to the obligations of the Company provided for in this Section have been fulfilled on the First Closing Date but are not fulfilled after the First Closing Date and prior to the Option Closing Date, then only the obligation of the Company to sell and deliver the Option Shares on exercise of the option provided for in Section 2(b) hereof shall be affected.
CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligation of the Company to sell and deliver the Securities is subject to the execution of this Agreement by the Company, and to the following conditions:
(i) The Registration Statement shall have become effective not later than 5:00 p.m., Eastern Time, on the date of this Agreement, or on such later time or date as the Company and the Underwriter may agree in writing; and
(ii) At the Closing Date and the Option Closing Date, no stop orders suspending the effectiveness of the Registration Statement shall have been issued under the Act or any proceedings therefore initiated or threatened by the Commission. If the conditions to the obligations of the Company provided for in this Section have been fulfilled on the Closing Date but are not fulfilled after the Closing Date and prior to the Option Closing Date, then only the obligation of the Company to sell and deliver the Securities on exercise of the option provided for in Section 2(b) hereof shall be affected.
CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligation of the Company to sell and deliver the Units is subject to the condition that at the Closing Dates, no stop orders suspending the effectiveness of the Registration Statement shall have been issued under the Act or any proceedings therefor initiated or threatened by the Commission. If the condition to the obligations of the Company provided for in this Section have been fulfilled on the First Closing Date but are not fulfilled after the First Closing Date and prior to the Option Closing Date, then only the obligation of the Company to sell and deliver the Units on exercise of the option provided for in Section 2(b) hereof shall be affected.
CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligations of the Company to sell and deliver the Purchased Notes are subject to the following condition precedent: Prior to the Closing Date, 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, to the knowledge of the Company or you, shall be contemplated by the Commission. If any such condition shall not have been satisfied, then the Company shall be entitled, by notice in writing or by telecopy to you, to terminate this Agreement without any liability on the part of the Company or any Purchaser, except as set forth in Section 12 hereof.
CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. (a) The obligations of the Company to deliver the Shares shall be subject to the conditions that (i) the Registration Statement shall have become effective and (ii) no stop order suspending the effectiveness thereof shall be in effect and no proceedings therefor shall be pending or threatened by the Commission.
(b) In case either of the conditions specified in paragraph (a) of this Section 8 shall not be fulfilled, this Agreement may be terminated by the Company by giving notice to you. Any such termination shall be without liability of the Company to the Underwriters and without liability of the Underwriters to the Company; provided, however, that in the event of any such termination the Company agrees to indemnify and hold harmless the Underwriters from all costs or expenses incident to the performance of the obligations of the Company under this Agreement, including all costs and expenses referred to in paragraph (g) of Section 6 hereof.
CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligations of the Company shall be subject to the following conditions:
(a) The conditions as set forth in the first sentence of Section 6(a) hereof.
(b) No “Tax Event” (as defined in the Indenture) shall have occurred and be continuing on the Closing Date.
(c) No “Rating Agency Event” (as defined in the Indenture) shall have occurred and be continuing on the Closing Date. In case such conditions shall not have been fulfilled, this Agreement may be terminated by the Company by mailing or delivering written notice thereof to the Representatives. Any such termination shall be without liability of any party to any other party except as otherwise provided in Sections 5, 8 and 10(b) hereof.
CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligation of the Company to sell and deliver the Shares is subject to the condition that on or prior to each Closing Date no stop order suspending the effectiveness of the Registration Statement under the Act and any applicable state securities law shall have been issued and no proceedings for that or a similar purpose shall have been instituted or shall be pending or, or to the knowledge of the Company, threatened or contemplated by the Commission or any state securities commission. Further, the obligation of the Company to sell and deliver the Shares is subject to the accuracy of the representations of the Underwriter contained in Section 12.
CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligations of the Company hereunder are subject to the accuracy of and compliance with TGI's representations and warranties and any other firm that participates in the Offering, to the performance by TGI of TGI's obligations hereunder, and to the following further conditions:
(a) At the Closing, the Company shall receive a certificate from TGI as to the number and identity of persons from whom subscriptions for Shares shall have been received and accepted, which certificate shall farther be to the effect that:
(i) Executed Subscription Agreements have been received and accepted only from persons who, to the best of TGI's knowledge and belief meet the requirements for Subscribers referred to in Section 6(b,) hereof and are acting for themselves and not on behalf of any other person; and
(ii) TGI has complied with all applicable broker-dealer registration requirements with respect to the Offering (but no reference need be made as to other agents or dealers involved in the Offering)
(iii) The representations and warranties of the Placement Agent shall be true and correct as of the Closing, to the best knowledge of the Placement Agent, and the Placement Agent shall have complied with all applicable terms and conditions of this Agreement.
(b) If any of the conditions specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, or if the Minimum of Common Stock is not sold by the completion of the Offering Period, then this Agreement may be canceled by the Company by notifying TGI of such cancellation in writing at any time at or prior to the subject Closing.
(c) Notwithstanding anything to the contrary in this Agreement, the Company will not be required to sell and issue any securities to the extent that the issuance of any shares underlying such securities would prevent the Company from complying with NASDAQ or equivalent requirements (as they apply to the Company) and the Company's charter and by-laws.
