Conditions to the Purchasers’ Obligation. The obligation of each Purchaser to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: (a) Such Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company. (b) Such Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing. (c) Such Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached hereto. (d) Such Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) days of the date of the Closing. (e) Such Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) days of the date of the Closing. (f) Such Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date. (g) Such Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (h) Such Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request. (i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made at and as of such date, except to the extent that they expressly refer to an earlier or specific time, in which case they shall be true and correct in all material respects as of such time. (j) The Company shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Securities Purchase Agreement to be so performed or complied with by the Company at or before the Closing.
Appears in 2 contracts
Sources: Securities Purchase Agreement (DG FastChannel, Inc), Securities Purchase Agreement (DG FastChannel, Inc)
Conditions to the Purchasers’ Obligation. The obligation of each Purchaser to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:
(a) Such Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company.
(b) Such Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing.
(c) Such Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached hereto.
(d) Such Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) 30 days of the date of the Closing.
(e) Such Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) 30 days of the date of the Closing.
(f) Such Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date.
(g) Such Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.
(h) Such Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request.
(i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made at and as of such date, except to the extent that they expressly refer to an earlier or specific time, in which case they shall be true and correct in all material respects as of such time.
(j) The Company shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Securities Purchase Agreement to be so performed or complied with by the Company at or before the Closing.
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The obligation of each Purchaser to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:
(a) Such Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company.
(b) Such Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing.
(c) Such Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached hereto.
(d) Such Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) days of the date of the Closing.
(e) Such Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) days of the date of the Closing.
(f) Such Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date.
(g) Such Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.
(h) Such Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request.
(i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made at and as of such date, except to the extent that they expressly refer to an earlier or specific time, in which case they shall be true and correct in all material respects as of such time.
(j) The Company shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Securities Purchase Agreement to be so performed or complied with by the Company at or before the Closing.
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The obligation of each the Purchaser to purchase the Securities Common Stock at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each the Purchaser’s 's sole benefit and may be waived by such the Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:
(a) Such The Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company.
(b) Such The Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing.
(c) Such The Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached heretoand content reasonably acceptable to it.
(d) Such The Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) 10 days of the date of the Closing.
(e) Such The Purchaser shall have received a copy of the certificate evidencing the Company’s 's qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) 10 days of the date of the Closing.
(f) Such The Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s 's Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date.
(g) Such The Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesCommon Stock.
(h) Such The Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Stock Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request.
(i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made at and as of such date, except to the extent that they expressly refer to an earlier or specific time, in which case they shall be true and correct in all material respects as of such time.
(j) The Company shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Securities Purchase Agreement to be so performed or complied with by the Company at or before the Closing.. ARTICLE SIX
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The obligation of each the Purchaser to purchase the Securities Common Stock at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each the Purchaser’s sole benefit and may be waived by such the Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:
(a) Such The Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company.
(b) Such The Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing.
(c) Such The Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached heretoand content reasonably acceptable to it.
(d) Such The Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) 30 days of the date of the Closing.
(e) Such The Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) 30 days of the date of the Closing.
(f) Such The Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date.
(g) Such The Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesCommon Stock.
(h) Such The Purchaser shall have received $61,000 at the Closing in exchange for the extension of the maturity date of the 4.95% Subordinated Note in the principal amount of $3,050,000 from March 31, 2006 to March 31, 2008.
(i) The Purchaser shall have received at the Closing the Amended and Restated 4.95% Subordinated Note Due March 31, 2008 in the principal amount of $3,050,000.
(j) The Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Stock Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request.
(i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made at and as of such date, except to the extent that they expressly refer to an earlier or specific time, in which case they shall be true and correct in all material respects as of such time.
(j) The Company shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Securities Purchase Agreement to be so performed or complied with by the Company at or before the Closing.
Appears in 1 contract
Conditions to the Purchasers’ Obligation. The obligation of each the Purchaser to purchase consummate the Securities at the Closing is transactions contemplated by this Agreement shall be further subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each Purchaser’s sole benefit and may be unless waived by such Purchaser at any time in its sole discretion by providing the Company accordance with prior written notice thereofSection 10.02:
(a) Such Purchaser The Company shall have received the Registration Rights Agreement performed in all material respects each obligation and the Warrant duly executed by the Company.
(b) Such Purchaser shall have received certificates for shares of Common Stock covenant to be purchased performed by it at the Closing.
(c) Such Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached hereto.
(d) Such Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect pursuant to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) days of the date of the Closing.
(e) Such Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) days of the date of the Closing.
(f) Such Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as this Agreement on or prior to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date.
(g) Such Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.
(h) Such Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request.
(ib) The representations and warranties of the Company and the Sellers contained in Section 3.01 this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Company and the Sellers contained in this Securities Purchase Agreement that are not so qualified shall be true and correct in all material respects, in each case (except to the extent such representations and warranties speak as of an earlier date) as though made as of and on the Closing Date, except as otherwise contemplated by this Agreement; provided, that the representations and warranties made by the Company and the Sellers as to Enterprise or any of its Subsidiaries in Sections 3.01, 3.05, 3.10 and 3.14 shall be made only as of the Closing Date as though made at and as date of such date, this Agreement (except to the extent that they expressly refer to such representations and warranties speak as of an earlier date).
(c) Each Seller shall have delivered to the Purchaser one or specific timemore certificates representing, in which case they the aggregate, 100% of the issued and outstanding Shares of the Company, duly endorsed in blank for transfer or accompanied by duly executed stock powers, signatures guaranteed, free and clear of all Liens, in form reasonably acceptable to the Purchaser and its counsel.
(d) Subject to Section 2.06(b), no Material Adverse Effect on the Company shall have occurred since December 31, 1997 and be true continuing.
(e) The Purchaser shall receive customary closing documents in form and correct in substance reasonably satisfactory to it, including, without limitation, a secretary's certificate certifying the resolutions of the Board of Directors and certifying the memorandum of association and bye-laws of the Company; a Certificate of the Chief Executive Officer of the Company certifying compliance with all material respects covenants and obligations of the Company and certifying as to the accuracy of the representations and warranties of the Company as of such timethe Closing Date; an incumbency and signature certificate for officers of the Company; and a certificate of compliance for the Company from Bermuda.
(f) The Purchaser shall have received evidence satisfactory to it that all consents and approvals and filings required for the consummation of the transactions contemplated by this Agreement and all consents required by Contracts listed in Section 7.03(f) of the Disclosure Letter shall have been obtained.
(g) The Purchaser shall have received the resignations of the directors of the Company and its Subsidiaries.
(h) All the Contracts set forth in Section 6.03(b) of the Disclosure Letter and all agreements (other than this Agreement) which relate to the voting or disposition of Shares, including the Shareholders' Agreement, shall have been terminated without any liability to the Company or Purchaser other than those liabilities fully satisfied prior to the Closing.
(i) Each Seller shall have delivered to Purchaser an opinion or opinions of counsel, substantially in the form of Exhibit F hereto.
(j) The Spin-Off shall have been consummated.
(k) The Company shall have performed acquired all of the outstanding capital stock of ▇▇▇▇▇▇▇▇ under terms and complied with, subject to conditions similar in all material respectsrespects to the terms and conditions of such acquisition disclosed to Purchaser in Section 6.01(e) of the Disclosure Letter.
(l) If the Sellers have obtained the unconditional consent of Employers Reinsurance Corporation to the Enterprise Stockholders' Agreement Amendment, each of the agreementsSellers shall have executed and delivered to Purchaser the Option Agreement.
(m) Each of the Sellers shall have executed and delivered to Purchaser the Escrow Agreement, covenants and obligations required by this Securities Purchase Agreement to be so performed or complied with which (assuming due execution by the Company at or before Purchaser and the ClosingEscrow Agent) shall be in full force and effect.
Appears in 1 contract
Sources: Stock Purchase Agreement (Ace LTD)
Conditions to the Purchasers’ Obligation. The Purchaser’s obligation of each Purchaser to purchase consummate the Securities at transactions to be performed by it in connection with the Closing is subject to the satisfaction, at or before the Closing, of each satisfaction of the following conditions, provided conditions (it being understood that these conditions are each such condition is solely for each Purchaser’s sole the benefit of the Purchaser and may be waived in writing by such Purchaser at the Purchaser, without notice, liability or obligation of any time in its sole discretion by providing the Company with prior written notice thereof:Person):
(a) Such Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company.
(b) Such Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing.
(c) Such Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached hereto.
(d) Such Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) days of the date of the Closing.
(e) Such Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) days of the date of the Closing.
(f) Such Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date.
(g) Such Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.
(h) Such Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request.
(i) The representations and warranties of the Company contained Seller set forth in Section 3.01 of this Securities Purchase Agreement Article III above shall be true and correct in all material respects, in each case respects at and as of the Agreement Date and as of the Closing Date as though made at and as of such dateDate, except to the extent that they expressly refer to an earlier or specific timesuch representations and warranties are qualified by a standard of materiality, in which case they such representations and warranties shall be true and correct in all respects giving effect to such standard at and as of the Agreement Date and as of the Closing Date (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty must have been true and correct in all material respects as of such time.date);
(jb) The Company the Seller shall have performed and complied with, with all of its covenants hereunder and in the Ancillary Agreements in all material respects required to be performed on or prior to the Closing;
(c) the Seller shall have delivered to the Purchaser a certificate to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects;
(d) the Purchaser shall have received each of the closing deliveries of the Seller set forth in Section 2.5, executed on behalf of the Seller by a duly authorized officer of the Seller;
(e) there shall not have occurred after the Agreement Date a Material Adverse Effect on the Business or the Acquired Assets;
(f) the Seller will have obtained and delivered to the Purchaser all consents, waivers and approvals from Governmental Entities and third parties necessary to effect the assignment and transfer to the Purchaser of the Acquired Assets free and clear of all Liens and to effect the assignment to the Purchaser of the Assumed Contracts; and
(g) the Purchaser shall have received an opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Seller, in form and substance reasonably satisfactory to Purchaser, that with regard to the Seller: (i) the Seller is a corporation validly existing and in good standing under the laws of the State of Alabama and has all necessary corporate power to own its properties as now owned and operate its business of developing, manufacturing and selling ruggedized printers and related supplies as now operated; (ii) the Seller has the corporate power and authority to enter into, deliver and perform its obligations under this Agreement and the Ancillary Agreements; (iii) this Agreement and the Ancillary Agreements have been duly authorized by all requisite corporate and shareholder action on the part of the Seller, have been duly executed and delivered on behalf of the Seller and are valid and binding on the Seller and enforceable in accordance with their terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally (and subject to other customary assumptions, exceptions, limitations and qualification as set forth in the opinion); (iv) the execution, delivery and performance of this Agreement and the Ancillary Agreements will not violate or result in a default under the Seller’s articles of incorporation or bylaws; (v) except as set forth in the Seller Disclosure Letter or otherwise contemplated by this Agreement, the agreements, covenants execution and obligations required delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated by this Securities Purchase Agreement and the Ancillary Agreements by Seller do not require the consent or approval of, or notice to, any Person that is a party to the Material Contracts listed in Schedule 3.12(a) of the Seller Disclosure Letter; (v) except as set forth in the Seller Disclosure Letter or otherwise provided in this Agreement or the Schedules hereto, no consent, approval, authorization or other action by, or filing with, any governmental authority of the State of Alabama or the United States is required for Seller's execution and delivery of this Agreement and the Ancillary Agreements, and for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, that has not been obtained; and (vii) except as set forth in Schedule 3.6 to this Agreement, counsel has no actual knowledge, of any suit, action, arbitration or legal, administrative or other proceeding or governmental investigation pending or overtly threatened against the Seller. For the purposes of the opinion to be so performed or complied with delivered pursuant to this Section 6.2(g), the Seller’s counsel may assume that this Agreement and the Ancillary Agreements are governed by the Company at or before laws of the ClosingState of Alabama rather than the laws of the State of Rhode Island. The opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP will contain reasonable assumptions, exceptions, limitations and qualifications as are customary for transactions of this nature and which shall be mutually agreed upon by the parties.
Appears in 1 contract