Conditions of the Placing and the Sub-placing Participation Sample Clauses

Conditions of the Placing and the Sub-placing Participation. The offer to you of the Sub-placing Participation is conditional upon the Placing Agreement becoming fully unconditional on or before [*]. The Placing Agreement will lapse if the Condition is not fulfilled (or waived, as applicable) on or before [*] or such later date as may be agreed, in which case our contract with you will also terminate. Subject to fulfillment (or waiver, as applicable) of the Condition and the Placing Agreement not being terminated in accordance with the terms of the Placing Agreement, completion of the Placing will take place on the closing date as stipulated in the Placing Agreement (the “Closing Date”). Under the Placing Agreement, the Placing Agent’s obligations will be subject to the satisfaction (or waiver, as applicable) of the Condition, and the Placing Agent, will be entitled to terminate its obligations under the Placing Agreement in certain circumstances occurring on the Closing Date. The detailed terms of the circumstances in which the Placing Agent may, so terminate its obligations are set out in Clause 8 of the Placing Agreement. It is a term of this sub-placing letter that the question as to whether the right to terminate such obligations is exercised shall be determined at the reasonable discretion of the Placing Agent [or the Company]. If the Placing Agent exercises that right, or if any conditions of the Placing Agreement or this letter are not fulfilled (or waived, as applicable), all Sub-placing Participation, including the right to receive any sub-placing commission, will cease to be of effect and no party shall have any rights or liabilities in respect thereof. By accepting the Sub-placing Participation, you acknowledge that your obligation to sub-place the Placing Shares hereunder is binding, irrevocable and unconditional except (i) in the event the Placing is terminated by the Placing Agent [or the Company]; or (ii) in the event that the Condition has not been fulfilled or waived in accordance with the terms of the Placing Agreement, whereupon your obligation to sub-place the Placing Shares will cease and any amount paid by you hereunder will be repaid to you without interest.
Sample 1
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Related to Conditions of the Placing and the Sub-placing Participation

  • Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date:

  • Conditions to Buyer’s Obligations The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before the Closing Date:

  • AGENTS OF THE AGREEMENT 1.1 The Authorized Official(s) for the State of Montana shall be the State Accountant of the State Financial Services Division, Department of Administration in all matters concerning this Agreement.

  • DUTIES OF THE AGENTS IN CONNECTION WITH EARLY REDEMPTION 12.1 If the Issuer decides to redeem any Notes for the time being outstanding before their Maturity Date in accordance with the Conditions, the Issuer shall give notice of the decision to the Principal Paying Agent and, in the case of redemption of Registered Notes, the Registrar stating the date on which the Notes are to be redeemed and the nominal amount of Notes to be redeemed not less than 15 days before the date on which the Issuer will give notice to the Noteholders in accordance with the Conditions of the redemption in order to enable the Principal Paying Agent and, if applicable, the Registrar to carry out its duties in this Agreement and in the Conditions.

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • Conditions of Closing The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:

  • Representations of the District The District represents, covenants and warrants to the Developer as follows:

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • Condition to Obligations of the Seller The obligation of the Seller to consummate the Securities Purchase is also subject to the fulfillment, or written waiver by the Seller, prior to the Closing, of the following conditions:

  • Conditions to Obligations of the Company The Company’s obligation to sell and issue the Shares and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

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