Conditions to the Rights Offering Sample Clauses

Conditions to the Rights Offering. The obligation of the Company and Cygnet to consummate the transactions contemplated in this Article Two are subject to the satisfaction or waiver on or prior to the Commencement Date, of each of the following conditions:
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Conditions to the Rights Offering. Party City’s obligation to issue the Rights in the Rights Offering and to issue and sell New Money First Lien Issuer Notes upon exercise of such Rights by Eligible Holders will be subject to the following conditions: (i) the launch of the Exchange Offer on or prior to the Commencement Date on the terms described herein; (ii) the valid exercise of Rights by Eligible Holders participating in the Rights Offering prior to the Early Participation Date; (iii) the consummation of the Exchange Offer; (iv) the substantially concurrent consummation of the purchase of all unsubscribed amounts of the Rights Offering by the Backstop Parties and the Private Placement Parties, as applicable; and (v) other customary and usual conditions to be agreed. Subject to the provisions of the Transaction Support Agreement, Party City may only terminate the Rights Offering if the conditions to the Rights Offering are not satisfied; provided, however, that in no event shall Party City be required to commence the Rights Offering unless the Backstop and Private Placement Agreement has been executed providing for the Commitments. If the Rights Offering is terminated at any time, the Rights issued by Party City will be deemed immediately cancelled. Waiver of the conditions to the Rights Offering and amendments to the terms of the Rights Offering shall be addressed in the Transaction Support Agreement. If Party City waives any condition to the Rights Offering, Party City shall not be obligated to extend the deadline for notifying Party City of participation in the Rights Offering. Use of Proceeds The Issuer will use certain of the proceeds from the New Money First Lien Issuer Notes Financing for payment of a distribution to Holdings in an amount equal to $90.0 million; provided that $10.0 million of such proceeds will be available to be used by the Issuer for working capital and general corporate purposes and be subject to an agreed restricted payment covenant in the indenture governing the New Money First Lien Issuer Notes. Expected Commencement Date Date of launch of the Exchange Offer, Consent Solicitations and Rights Offering shall be no later than June 29, 2020. Expected Settlement Date Settlement date of the Exchange Offer, Consent Solicitations and Rights Offering shall be no later than July 31, 2020. Fees Fees payable by Party City shall be addressed in the Transaction Support Agreement.
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Related to Conditions to the Rights Offering

  • CONDITIONS TO THE OFFER The obligation of Purchaser to accept for payment, and pay for, Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent:

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions Precedent to the Right of the Company to Deliver an Advance Put Notice or a Put Notice and the Obligation of the Investor to Purchase Put Shares. The right of the Company to deliver an Advance Put Notice or a Put Notice and the obligation of the Investor hereunder to acquire and pay for the Put Shares incident to a Closing is subject to the satisfaction, on (i) the date of delivery of such Advance Put Notice or Put Notice and (ii) the applicable Put Closing Date, of each of the following conditions:

  • Conditions Precedent to the Right of the Company to Deliver an Advance Notice The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

  • CONDITIONS TO THE MERGERS 36 Termination of the Mergers and the Merger Agreement..................... 37

  • Conditions to the Distribution (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

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