PJC definition
Examples of PJC in a sentence
PJC shall have received and be reasonably satisfied with all certificates, legal opinions, agreements, documents and instruments necessary or reasonably requested by PJC in connection with the execution and delivery of the Transaction Documents and the consummation of the Transactions.
Neither this Agreement nor any Party’s or Consenting Convertible Note Holder’s rights or obligations hereunder may be assigned or delegated, in whole or in part, by such party without the prior written consent of: (a) with respect to any such assignment or delegation by Emergent or a Consenting Convertible Note Holder, PJC; and (b) with respect to any such assignment or delegation by PJC, Emergent.
PJC shall have received from each of the other parties to the Transaction Documents an officer’s certificate certifying to the fulfillment of the conditions specified in Sections 8.1 and 8.2 and, in the case of Emergent, Section 8.3.
PJC shall have received (a) a certificate of good standing with respect to Emergent and each of its Subsidiaries dated on or about the Closing Date, issued by the applicable Governmental Authority and (b) any other document or instrument as PJC or its representatives may reasonably request.
PJC further acknowledges that the Investor, or its representatives, has a pre-existing relationship with the Company such as (i) as a holder of currently outstanding securities of the Company or (ii) another affiliation with the Company.
PJC shall have received copies of all Consents, duly executed by the applicable consenting party (if applicable), necessary or reasonably requested by PJC for the execution and delivery of the Transaction Documents and the consummation of the Transactions.
True and complete copies of the organizational documents of Emergent and each of its Subsidiaries have been heretofore provided to PJC.
Notwithstanding anything to the contrary contained in this Agreement, the Proxy Statement and any other materials submitted to Emergent’s stockholders in connection with the Articles Amendment and the Transactions shall be subject to prior review and reasonable approval by PJC (not to be unreasonably withheld, conditioned, or delayed).
PJC and each other party to the other Transaction Documents shall have complied in all material respects with all of the covenants, obligations and conditions hereunder or thereunder required to be performed and complied with by them at or prior to the closing of such Transaction.
Notwithstanding anything in this Agreement to the contrary, Emergent may forego launching the Senior Note Exchange Offer in the event that Emergent obtains the agreement of holders of not less than 100% of the aggregate outstanding principal amount of the Senior Notes to sell all of the Senior Notes to PJC or the Investor.