Additional Condition. Seller shall, on the date of the initial Transaction hereunder and, upon the request of Buyer, on the date of any subsequent Transaction, cause to be delivered to Buyer, with reliance thereon permitted as to any Person that purchases the Purchased Mortgage Loan from Buyer in a repurchase transaction, a favorable opinion or opinions of counsel with respect to the matters set forth in Exhibit IV attached hereto.
Additional Condition. If the Holder, at any time while Dividend Equivalents are payable hereunder: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accepts employment by, renders services for or otherwise assists any other business which competes with the business conducted by the Company or any of its Subsidiaries in which the Holder has worked during the Holder’s last two years with the Company or any of its Subsidiaries; (ii) directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee of the Company or any of its subsidiaries, or encourages any such employee to leave such employment; (iii) uses, discloses, misappropriates or transfers confidential or proprietary information concerning the Company or any of its subsidiaries (except as required by the Holder’s work responsibilities with the Company or any of its subsidiaries); or (iv) is convicted of a crime against the Company or any of its subsidiaries; or (v) engages in any activity in violation of the policies of the Company or any of its subsidiaries, including without limitation the Company’s Code of Business Ethics and Conduct, or, at any time, engages in conduct adverse to the best interests of the Company or any of its subsidiaries; then should any of the foregoing events occur, the Rights shall be canceled, unless the Committee, in its sole discretion, elects not to cancel the Rights. The provisions of this Section 3 are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Holder and the Company, and nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement.
Additional Condition. Notwithstanding anything in this Agreement to the contrary: (a) the Company may, if it shall determine it necessary or desirable for any reason, at the time of the issuance of any shares of Common Stock pursuant to the Option require the Director, as a condition to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the shares of Common Stock issued pursuant thereto for his own account for investment and not for distribution; and (b) if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.
Additional Condition. The Commitment is subject to the further condition that there shall not have occurred between the Buyer Balance Sheet Date and the Confirmation Date, and, if the Effective Date does not occur within 90 days following the Confirmation Date, between the Buyer Balance Sheet Date and the Effective Date (i) any event or events (other than events which affect generally the economy or the industry in which Buyer and MobileMedia conduct their respective businesses) which has had or would have a material adverse effect on the business, assets (including licenses, franchise and other intangible assets), financial condition, operating income or prospects (determined in each case, where applicable, in accordance with generally accepted accounting principles and in a manner consistent with the past practices of Arch and MobileMedia) of Arch, MobileMedia and their respective subsidiaries, taken as a whole (collectively, the "Combined Company") (a "Combined Company Material Adverse Effect"), (ii) any event or events involving a regulatory or statutory change and affecting generally the industry in which Arch and MobileMedia conduct their respective businesses which would materially and adversely affect the ability of the Combined Company to operate its business, or (iii) any event or events affecting generally the industry in which Arch and MobileMedia conduct their respective business which would materially and adversely affect the ability of the Combined Company to operate its business; provided, however, that the Standby Purchaser may not assert the condition contained in this clause (iii) if each of the Unaffiliated Standby Purchasers, acting in good faith, shall have waived the condition in Section 6(iii) of the Other Standby Purchase Commitment to which such Unaffiliated Standby Purchaser is a party.
Additional Condition. Notwithstanding anything in this Agreement to the contrary:
Additional Condition. The Company shall not have taken or agreed to take, and shall not have permitted any of the Company's subsidiaries to take or agree to take, directly or indirectly, any of the actions described in paragraphs (i), (ii), (iii), (v), (viii), (ix) or (x) of Section 2.6(a) of the Shareholders Agreement; provided that this condition shall be deemed satisfied even if the Company shall have taken or agreed to take any such action so long as (i) BTH and its Affiliates shall not have acted contrary to or failed to take action in accordance with, the wishes of Comcast expressed in any applicable Notice of Preference delivered or deemed to have been delivered by Comcast pursuant to Section 7.3 within the applicable Preference Period and have complied with the covenants set forth in Sections 7.11(e) and, if requested by Comcast and at Comcast's expense, sought judicial enforcement of their rights under Section 2.6 of the Shareholders Agreement as provided therein and (ii) a court of competent jurisdiction shall have finally adjudicated all claims or suits brought pursuant to clause (i), and (iii) no court of competent jurisdiction shall have determined, in connection with any such final adjudication that BTH's rights pursuant to Section 2.6 of the Shareholders Agreement are void or unenforceable with respect to such Company action by virtue of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement.
Additional Condition. The condition set forth in Section 6.2(e) of Sellers’ Disclosure Schedule. Section 6.3
Additional Condition. The “Special Limits Applicable to some Personal Property” section of the policy to which this coverage is attached apply to loss or damage insured under this coverage endorsement.
Additional Condition. HVI may only exercise this call if in so acquiring the Saba securities purchased by IPH, it will realize the purpose of this Agreement, i.e. to obtain a substantial interest in Saba.
Additional Condition. Notwithstanding any other provision, as a condition precedent to each Closing (other than the First Closing), the following condition must also be satisfied: a Registration Statement, covering at least twice the number of shares reasonably necessary for conversion of all Preferred Shares issuable pursuant to this Agreement and reasonably necessary for the issuance of all Warrant Shares issuable pursuant to the Warrant(s), is current and effective.
