Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counsel.
Appears in 6 contracts
Sources: Purchase Agreement (Centennial Communications Corp), Purchase Agreement (Bankvest Capital Corp), Purchase Agreement (Bankvest Capital Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby Transactions to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchasers.
Appears in 6 contracts
Sources: Stock Purchase Agreement (Ziff Davis Intermediate Holdings Inc), Stock Purchase Agreement (Ziff Davis Intermediate Holdings Inc), Stock Purchase Agreement (Ziff Davis Media Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident incidental thereto shall or required to be delivered prior to or at the Closing will be reasonably satisfactory in form and substance to each Purchaser and its special counselsuch Purchaser.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Jaguar Health, Inc.), Securities Purchase Agreement (Jaguar Health, Inc.), Securities Purchase Agreement (Jaguar Health, Inc.)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Initial Closing and all documents incident thereto shall or required to be reasonably delivered prior to or at the Closing will be satisfactory in form and substance to each Purchaser and its special counselthe Purchasers.
Appears in 5 contracts
Sources: Series C Preferred Stock and Warrant Purchase Agreement (Hull James Mitchell), Series C Preferred Stock and Warrant Purchase Agreement (Valuestar Corp), Series Cc Preferred Stock and Warrant Purchase Agreement (Valuestar Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchasers.
Appears in 4 contracts
Sources: Equity Purchase Agreement (Global Imaging Systems Inc), Equity Subscription Agreement (Global Vacation Group Inc), Equity Subscription Agreement (Global Vacation Group Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in substance and form and substance to each Purchaser and its special counselthe Purchasers.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Compressco Inc), Securities Purchase Agreement (Uniview Technologies Corp), Securities Purchase Agreement (Uniview Technologies Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counsel.
Appears in 3 contracts
Sources: Purchase Agreement (Paradise Music & Entertainment Inc), Purchase Agreement (Desa Holdings Corp), Purchase Agreement (Digital Entertainment Network Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselClosing.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Affordable Residential Communities Inc), Preferred Stock Purchase Agreement (Thoma Cressey Equity Partners Inc), Preferred Stock Purchase Agreement (Jda Software Group Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Purchasers and its their special counsel.
Appears in 3 contracts
Sources: Purchase Agreement (United Usn Inc), Common Stock Purchase Agreement (Zimmerman Sign Co), Purchase Agreement (United Usn Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Purchasers and its ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, as special counselcounsel to the BA Purchasers.
Appears in 3 contracts
Sources: Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Boner Tom E), Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Anderson David E), Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Zimmerman Sign Co)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Initial Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchaser.
Appears in 3 contracts
Sources: Securities Purchase Agreement (JetPay Corp), Securities Purchase Agreement (JetPay Corp), Securities Purchase Agreement (JetPay Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company Purchasers in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Company.
Appears in 3 contracts
Sources: Purchase Agreement (Endorex Corp), Purchase Agreement (Endorex Corp), Purchase Agreement (Endorex Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchasers.
Appears in 3 contracts
Sources: Purchase Agreement (Endorex Corp), Purchase Agreement (Endorex Corp), Purchase Agreement (Endorex Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to occur at the Initial Closing shall be consummated at or prior to the Initial Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the LLC and its special counsel.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Si International Inc), Stock Purchase Agreement (Si International Inc), Stock Purchase Agreement (Allegiance Telecom Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing shall have been taken and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchaser.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Aames Financial Corp/De), Stock Purchase Agreement (Aames Financial Corp/De), Stock Purchase Agreement (Thirty Five East Investments LLC)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each the Purchaser and its special counsel.
Appears in 3 contracts
Sources: Series B Preferred Stock Purchase Agreement (Masada Security Holdings Inc), Purchase Agreement (Masada Security Holdings Inc), Securities Purchase Agreement (Chell Group Corp)
Proceedings. All corporate and other proceedings of the ----------- Company taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby and by the Other Agreements to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchaser.
Appears in 3 contracts
Sources: Series C Convertible Preferred Stock Purchase Agreement (Ifx Corp), Purchase Agreement (Ifx Corp), Purchase Agreement (Ifx Corp)
Proceedings. All corporate and other proceedings of the Company taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby and by the Other Agreements to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchaser.
Appears in 3 contracts
Sources: Purchase Agreement (Ifx Corp), Purchase Agreement (Ifx Corp), Purchase Agreement (Ubs Capital Americas Iii Lp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special Purchasers' counsel.
Appears in 2 contracts
Sources: Series B Preferred Share Purchase Agreement (Ecollege Com), Share Purchase Agreement (Ecollege Com)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident incidental thereto shall or required to be delivered prior to or at the Closing will be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchaser.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Jaguar Health, Inc.), Securities Purchase Agreement (Jaguar Health, Inc.)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchasers.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Buckley Evan R), Stock Purchase Agreement (BNMC Acquisition Co)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions to occur at the Subsequent Closing as contemplated hereby to by this Agreement shall be consummated at or prior to the Subsequent Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser Investor and its the Investors' special counsel.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Focal Communications Corp), Stock Purchase Agreement (Focal Communications Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company and the Sellers and the Other Sellers at or prior to the Closing in connection with the transactions contemplated hereby to be consummated at or prior to the Closing shall have been taken and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Purchasers and its their special counsel.
Appears in 2 contracts
Sources: Recapitalization Agreement (Netcom Systems Inc), Recapitalization Agreement (Netcom Systems Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchasers.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (Genta Incorporated /De/), Securities Purchase Agreement (Procept Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser Agent and its special counsel.
Appears in 2 contracts
Sources: Note Purchase Agreement (AE Biofuels, Inc.), Note and Warrant Purchase Agreement (AE Biofuels, Inc.)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company and the Seller in connection with the transactions contemplated hereby by this Agreement and the other Documents to be consummated at or prior to the Closing shall have been taken and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Buyer and its special counsel.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Netwolves Corp), Stock Purchase Agreement (Norstan Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counsel.
Appears in 2 contracts
Sources: Preferred Stock and Warrant Purchase Agreement (Prudential Private Equity Investors Iii Lp), Preferred Stock and Warrant Purchase Agreement (Regent Assisted Living Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchaser.
Appears in 2 contracts
Sources: Investor Purchase Agreement (Global Imaging Systems Inc), Investor Purchase Agreement (Global Imaging Systems Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its Purchasers' special counsel.
Appears in 2 contracts
Sources: Series B Convertible Preferred Stock Purchase Agreement (Corechange Inc), Series B Convertible Preferred Stock Purchase Agreement (Corechange Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each the Purchaser and its special counsel.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Jennifer Convertibles Inc), Warrant Purchase Agreement (Edison Schools Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company Purchaser in connection with this Agreement, the Transaction Documents, and the transactions contemplated hereby and thereby to be consummated at on or prior to the Closing will have been taken and all documents incident thereto shall will be reasonably satisfactory in form and substance to each Purchaser the Company and its special counsel.
Appears in 2 contracts
Sources: Purchase Agreement (Universal Automotive Industries Inc /De/), Purchase Agreement (Venture Equities Management Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents documents, instruments and certificates incident thereto shall be reasonably satisfactory in form and substance to each the Purchaser and its special counsel.
Appears in 2 contracts
Sources: Purchase Agreement (Cal Dive International Inc), Purchase Agreement (Cal Dive International Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall or required to be delivered prior to or at the Closing will be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Investor.
Appears in 2 contracts
Sources: Note Exchange & Warrant Renewal, Extension and Purchase Agreement (Jaguar Animal Health, Inc.), Note Exchange & Warrant Purchase Agreement (Jaguar Animal Health, Inc.)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company such Purchaser in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser ATS and its special counsel.
Appears in 2 contracts
Sources: Stock Purchase Agreement (American Radio Systems Corp /Ma/), Stock Purchase Agreement (American Tower Systems Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselStockholder.
Appears in 2 contracts
Sources: Recapitalization Agreement (Commercial Vehicle Group, Inc.), Recapitalization Agreement (Commercial Vehicle Group, Inc.)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby Transactions to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchasers.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Ziff Davis Media Inc), Stock Purchase Agreement (Ziff Davis Media Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to occur at such Subsequent Closing shall be consummated at or prior to the such Subsequent Closing and all documents incident thereto shall be reasonably satisfactory in form from and substance to each Purchaser the LLC and its special counsel.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Si International Inc), Stock Purchase Agreement (Si International Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing shall have been taken and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselcounsel to the Purchaser.
Appears in 2 contracts
Sources: Concurrent Offering Purchase Agreement (Boston Chicken Inc), Concurrent Offering Purchase Agreement (Einstein Noah Bagel Corp)
Proceedings. All corporate and other proceedings taken or ----------- ------------ required to be taken by the Company and the Shareholders at or prior to the Closing in connection with the transactions contemplated hereby to be consummated at or prior to the Closing shall have been taken and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Purchasers and its their special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to each the Purchaser and its special counsel.
Appears in 1 contract
Sources: Subordinated Note and Equity Purchase Agreement (Aasche Transportation Services Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Parent, Seller and/or any Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser Buyer and its special counsel.
Appears in 1 contract
Sources: Stock Purchase Agreement (Gentiva Health Services Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company or the Shareholder in connection with the transactions contemplated hereby to shall be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each the Purchaser and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the First Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each the Purchaser and its special counselRequired Majority (as defined below).
Appears in 1 contract
Sources: Series D Preferred Share Purchase Agreement (Elbit Imaging LTD)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchasers.
Appears in 1 contract
Sources: Equity Subscription Agreement (Global Imaging Systems Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each any Purchaser and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each the Purchaser and its special counsel.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Zytec Corp /Mn/)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchaser.
Appears in 1 contract
Sources: Securities Purchase Agreement (Warner Chilcott CORP)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchaser.
Appears in 1 contract
Sources: Management Stock Purchase Agreement (BNMC Acquisition Co)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing Third Closing, and all documents incident thereto thereto, shall be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing Closing, and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Investors and its special their counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to occur at the Closing shall be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Participating Purchasers and its their respective special counsel.
Appears in 1 contract
Proceedings. (i) All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and (ii) all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Purchasers and its their special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company Buyer in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Company and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to each such Purchaser and its special counsel.
Appears in 1 contract
Sources: Series H Preferred Stock Purchase Agreement (Petsmart Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counsel.
Appears in 1 contract
Sources: Purchase Agreement (Centennial Communications Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Initial Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Majority Holders and its special their counsel.
Appears in 1 contract
Sources: Series C 2 Preferred Stock Purchase Agreement (Nanosphere Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser Stockholder and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchaser.
Appears in 1 contract
Sources: Warrant Purchase Agreement (Bion Environmental Technologies Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing First Closing, and all documents incident thereto thereto, shall be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required -- ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counsel.
Appears in 1 contract
Sources: Purchase Agreement (Centennial Communications Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company or its Subsidiaries and the Shareholders at or prior to the Closing in connection with the transactions contemplated hereby to be consummated at or prior to the Closing shall have been taken and all documents incident thereto shall be reasonably satisfactory in form and substance to each the Purchaser and its special counsel.
Appears in 1 contract
Sources: Recapitalization Agreement (Pen Tab Industries Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Initial Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to each Purchaser the Company and its special the Company's counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counsel.
Appears in 1 contract
Sources: Series D Convertible Preferred Stock and Warrant Purchase Agreement (Computer Motion Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to ----------- be taken by the Company or the Shareholder in connection with the transactions contemplated hereby to shall be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each the Purchaser and its special counsel.
Appears in 1 contract
Sources: Stock Purchase Agreement (Proactive Finance Group LLC)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the holders of a majority of the Class A Common and its special counselthe holders of a majority of the Class B Common then outstanding.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be ----------- taken by the Company Purchaser at or prior to the Closing in connection with the transactions contemplated hereby to be consummated at or prior to the Closing shall have been taken and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Company and its special the Shareholders and their counsel.
Appears in 1 contract
Sources: Recapitalization Agreement (Pen Tab Industries Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in a form and substance reasonably satisfactory to each Purchaser the parties and its special their counsel, and the parties shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.
Appears in 1 contract
Sources: Reorganization Agreement (Princeton Video Image Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Subsequent Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated hereby, including the Offer and the Investment, at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser Investor and its special legal counsel.
Appears in 1 contract
Sources: Recapitalization Agreement (Us Franchise Systems Inc/)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing Closing, and all documents incident thereto thereto, shall be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchasers.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by any member of the Company Group in connection with the transactions contemplated hereby and by the other Transaction Agreements to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby Transactions to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselMDP.
Appears in 1 contract
Sources: Subscription Agreement (Great Lakes Dredge & Dock Corp)
Proceedings. All corporate and other proceedings of the Company taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby and by the Other Agreements to be consummated at or prior to the respective Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to occur at the Closing shall be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Purchasers and its their respective special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchasers.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each the Purchaser and its special counsel.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Argyle Security, Inc.)
Proceedings. All corporate and other proceedings of the Company taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to each Purchaser the Buyer and its special counselcounsel in the exercise of their reasonable judgment.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings of the Company taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby and by the Other Agreements to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing Closing, and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Buyer and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or required ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counsel.
Appears in 1 contract
Sources: Purchase Agreement (Centennial Communications Corp)
Proceedings. All corporate and other proceedings taken or required ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each the Purchaser Representative and its special counsel.
Appears in 1 contract
Sources: Recapitalization Agreement (Anthony Crane Holdings Capital Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be the consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each the Purchaser and its special counsel.
Appears in 1 contract
Sources: Warrant Agreement (Oregon Baking Co Dba Marsee Baking)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each the Purchaser and its their special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents documents, instruments and certificates incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the Company, the Shareholders and its special their counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company Companies or the Sellers in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchasers.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchaser.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (First Interstate Bancsystem of Montana Inc)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser Buyer and its special counsel.
Appears in 1 contract
Sources: Recapitalization Agreement (Knowles Electronics LLC)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchaser.
Appears in 1 contract
Sources: Stock and Option Purchase Agreement (Chadbourne Corp Et Al)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to each Purchaser at the Closing and its special counsel.
Appears in 1 contract
Sources: Reclassification and Sale of Shares Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall will be reasonably satisfactory in form and substance to each Purchaser and its special counselthe Purchaser.
Appears in 1 contract
Proceedings. All corporate and other proceedings of the Company ----------- taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby and by the Other Agreements to be consummated at or prior to the respective Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchaser.
Appears in 1 contract
Sources: Purchase Agreement (Ifx Corp)
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to occur at such Subsequent Closing shall be consummated at or prior to the such Subsequent Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser the LLC and its special counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special counselPurchaser.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Ansan Pharmaceuticals Inc)
Proceedings. All corporate and other proceedings taken or required ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser and its special Purchasers' counsel.
Appears in 1 contract
Proceedings. All corporate and other proceedings of the Company taken or ----------- required to be taken by the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing Closings and all documents incident thereto shall will be reasonably satisfactory in form and substance to each Purchaser the Buyer and its special counselcounsel in the exercise of their reasonable judgment.
Appears in 1 contract
Sources: Option Agreement (Insweb Corp)