Conditions to the Purchaser’s Obligations Sample Clauses
Conditions to the Purchaser’s Obligations. The obligation of each Purchaser to purchase the Shares and Warrants at the Closing is subject to the fulfillment to the Purchasers’ reasonable satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived in writing by the Purchasers:
(i) The representations and warranties made by the Company in Section 3.1 hereof shall be true and correct except where the failure to be so true and correct does not have a Material Adverse Effect. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date.
(ii) The Company shall have obtained in a timely fashion any and all material consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares and Warrants, all of which shall be and remain so long as necessary in full force and effect.
(iii) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, or self-regulatory organization enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.
(iv) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (i), (ii), (iii) and(vii) of this Section 2.2(a).
(v) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares and Warrants, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company.
(vi) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing; no stop order s...
Conditions to the Purchaser’s Obligations. The Purchaser’s obligations hereunder shall be subject to the due performance by the District of its obligations and agreements to be performed hereunder at or prior to the Closing Time and to the accuracy and completeness of the District’s representations and warranties contained herein, as of the date hereof and as of the Closing Time, and are also subject to the following conditions:
(a) The Bonds and the Resolution shall have been duly authorized, executed and delivered in the form heretofore approved by the Purchaser with only such changes therein as shall be mutually agreed upon by the Purchaser and the District.
(b) At the Closing Time, the Purchaser shall receive:
(1) The opinion, in form and substance satisfactory to the Purchaser, dated as of the Closing Date, of ▇▇▇▇▇▇▇ & ▇▇▇▇, P.C., Bond Counsel, relating to the valid authorization and issuance of the Bonds, the due authorization and adoption of the Resolution by the Board of Education of the District and the exemption of interest on the Bonds from federal income taxation and from income taxation by the State of Missouri;
(2) Executed copies of the Transaction Documents and the Bonds, together with a certificate dated the Closing Date to the effect that the Resolution has not been modified, amended or repealed;
(3) A certificate of the District, satisfactory in form and substance to the Purchaser, dated as of the Closing Date;
(4) A completed Form 8038-G (Information Return for Tax-Exempt Governmental Obligations) relating to the Bonds;
(5) Evidence that the Bonds are rated “AA+” (Program Rating) and “AA-” (Underlying Rating) by Standard & Poor’s based on the creditworthiness of the District; and
(6) Such additional certificates, legal and other documents, listed on a closing agenda to be approved by Bond Counsel and the Purchaser, as the Purchaser may reasonably request to evidence performance or compliance with the provisions hereof and the transactions contemplated hereby and by the Resolution, or as Bond Counsel shall require in order to render its opinion, all such certificates and other documents to be satisfactory in form and substance to the Purchaser.
Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to purchase the Shares at the Closing are subject to the fulfillment to its satisfaction, on or prior to the Closing, of the following conditions, any of which may be waived:
Conditions to the Purchaser’s Obligations. The obligation of the Purchasers to consummate the Closing shall be subject to the satisfaction, or waiver in writing by the Purchasers, as of the Closing Date, of each of the following conditions:
Conditions to the Purchaser’s Obligations. Each of the obligations of the Purchaser to be performed hereunder shall be subject to the satisfaction (or the waiver by the Purchaser) at or prior to the Closing Date of each of the following conditions:
Conditions to the Purchaser’s Obligations. Unless waived by the Purchaser in writing in its sole discretion, all obligations of the Purchaser under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions:
Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the Closing Date:
(a) the representations and warranties of the Company set forth in ARTICLE III and the representations of the warranties of the Seller set forth in ARTICLE IV will be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except (i) to the extent that the failure of such representations and warranties to be true and correct has not caused a Material Adverse Effect, (ii) for changes contemplated by this Agreement, and (iii) for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties shall have been true and correct as of such particular date, except to the extent that the failure of such representations and warranties to have been true and correct as of such particular date has not caused a Material Adverse Effect);
(b) the Seller and the Company shall have performed in all material respects all of the covenants, obligations and agreements required to be performed by them under this Agreement at or prior to the Closing;
(c) all Governmental Consents set forth on Schedule 2.1(c) shall have been obtained or deemed to have been obtained under such applicable Law;
(d) no judgment, decree, order or Law shall have been entered, enacted, enforced and no other action shall have been taken by any Governmental Authority, either of which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(e) the Escrow Agent and the Seller shall have each executed and delivered signatures to the Escrow Agreement to the Purchaser;
(f) the Company shall have delivered to the Purchaser a certificate of the Company in the form set forth in Exhibit A, dated as of the Closing Date, stating that the preconditions specified in Section 2.1(a) and Section 2.1(b) with respect to the Company have been satisfied; and
(g) the Seller shall have delivered to the Purchaser a properly completed and duly executed IRS Form W-9. If the Closing occurs, all closing conditions set forth in this Section 2.1 which have not been fully satisfied as of the Closing shall be deemed to have been waive...
Conditions to the Purchaser’s Obligations. The obligations of the Purchaser hereunder are subject to the accuracy, as of the date hereof and on the Closing Date, of the representations and warranties of the Corporation contained herein, and to the performance by the Corporation of its obligations hereunder and to each of the following additional terms and conditions (or waiver thereof by the Purchaser):
(a) The Corporation shall have furnished to the Purchaser a certificate, dated the Closing Date, executed on behalf of the Corporation by each of the Chairman and Chief Executive Officer and the Chief Financial Officer of the Corporation, stating that:
(i) The representations, warranties and agreements of the Corporation in Section 4.1 hereof are true and correct as of the Closing Date and the Corporation has complied with all its agreements contained herein and the Corporation shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement, the schedules and exhibits attached hereto, the Registration Rights Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder (collectively, the “Transaction Documents”) to be performed, satisfied or complied with by it at or prior to the Closing;
(ii) Such officers have examined the Financial Statements (as defined in Section 4.1(e) hereof) and, in their opinion, (except to the extent superseded by statements in later-prepared documents comprising part of the Financial Statements and delivered to Purchaser), as of the Closing Date, the Financial Statements do not contain any untrue statement of a material fact nor omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, with respect to the respective periods covered by such Financial Statements; and
(iii) From the date hereof to the Closing Date, there has not been any event or series of events, change, occurrence or development or a state of circumstances or facts (including any events, changes, occurrences, developments, state of circumstances or facts existing prior to the date hereof but which become known during such period) that, individually or in the aggregate, has had, or would reasonably be expected to have, a “Material Adverse Effect” (for purposes of this Agreement, “Material Adverse Effect” means a material adverse effect on (i) the business, results of operation...
Conditions to the Purchaser’s Obligations. The obligation of the Purchaser to purchase the Purchased Shares contemplated by this Agreement is conditioned upon the satisfaction or waiver, at or prior to Closing, of the following conditions:
Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Purchaser in its sole discretion, in whole or in part:
(a) Each of the representations and warranties of the Seller set forth in Article IV shall be true and correct in all material respects as of the Closing Date.
(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.