Additional Conditions Precedent to the Obligations of Century Clause Samples

Additional Conditions Precedent to the Obligations of Century. The obligations of Century to complete the Business Combination contemplated by this Agreement shall also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of Century and may be waived by Century and any one or more of which, if not satisfied or waived, will relieve Century of any obligation under this Agreement): (a) no Material Adverse Change with respect to FV Pharma shall have occurred between the date hereof and the Effective Date; (b) FV Pharma shall not have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement, and all representations and warranties of FV Pharma contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall not have ceased to be true and correct in any material respect thereafter (provided, however, that if the breaching Party has been given written notice by the other Party specifying in reasonable detail any such misrepresentation, breach or non- performance, the breaching Party shall have had three days to cure such misrepresentation, breach or non-performance), and the Chief Executive Officer of FV Pharma or another officer satisfactory to Century shall so certify immediately prior to the Effective Date; (c) the board of FV Pharma shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by FV Pharma to permit the consummation of the Amalgamation, the Business Combination and the transactions contemplated therewith; (d) the number of FV Pharma Shares in respect of which shareholders of FV Pharma have dissented in connection with the resolutions authorizing the Amalgamation shall not exceed 5% of the number of issued and outstanding FV Pharma Shares; and (e) Century shall have received from counsel to FV Pharma favourable legal opinions concerning such matters with respect to the Business Combination as are customary in similar transactions and as Century and its counsel may reasonably request. If any of the above conditions shall not have been complied with or waived by Century on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to the cure provision provided for in section 7.3(b), Century may terminate this Agreement in circumstances where the failure to satisfy any such conditio...