|JONES LANG LASALLE INC filed this Form S-1/A on 07/15/1997|
Section 5. Conditions Precedent to the Obligations of the Parties.
5.1 Conditions Precedent to the Obligations of the Corporation. The
obligation of the Corporation to consummate the transactions contemplated hereby
on the Closing Date is subject, at its option, to (i) the representations and
warranties of the Purchasers being true and correct on the Closing Date with the
same effect as if such representations and warranties had been made at and as of
that time and (ii) the concurrent closing of the IPO.
5.2 Conditions Precedent to the Obligations of the Purchasers. The
obligation of the Purchasers to consummate the transactions contemplated hereby
on the Closing Date is subject, at their option, to (i) the representations and
warranties of the Corporation being true and correct on the Closing Date with
the same effect as if such representations and warranties had been made at and
as of such time, (ii) the concurrent closing of the IPO and (iii) the delivery
of a true, correct and complete copy of an executed underwriting agreement
entered into in connection with the IPO.
Section 6. Transactions at Closing. At the Closing:
6.1 Each Purchaser will deliver to the Corporation instruments
assigning their entire limited and general partnership interests in LPL and
6.2 The Corporation will deliver to each Purchaser certificates (in
such denominations and registered in such names as each Purchaser may request)
representing the number of shares of Common Stock set forth opposite such
Purchaser's name on Exhibit A hereto.
Section 7. Miscellaneous.
7.1 No Resale. (a) Except as otherwise provided in the Registration
Rights Agreement, dated April 22, 1997 (the "Registration Rights Agreement"),
by and among the Corporation, LPL, LPML, DEL-LPL, DEL-LPAML, DSA-LSPL, DSA-LSAM
and G-LLC and its permitted assignees, each Purchaser agrees and acknowledges
that it will not, directly or indirectly, offer, transfer, sell, assign, pledge,
hypothecate or otherwise dispose of any Securities (each a "transfer") unless:
(i) the transfer is exempt from the registration requirements of the Securities
Act and any applicable state securities laws; (ii) if the Corporation so
requests, the Company receives from the transferor an unqualified opinion of
counsel that such transfer may be affected without registration under the
Securities Act and any applicable state securities laws; and (iii) the
transferee shall agree in writing, in form and substance satisfactory to the
Corporation, to become, and becomes, bound by the restrictions on transfer
applicable to a
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