Additional Conditions Precedent to the Obligations of Target Sample Clauses

Additional Conditions Precedent to the Obligations of Target. The obligations of Target to complete the transactions contemplated by this Agreement are subject to the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Target and may be waived by Target in whole or in part at any time): (a) all covenants of Acquiror under this Agreement to be performed on or before the Effective Time shall have been duly performed by Acquiror in all material respects, and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective Date, signed on behalf of Acquiror by a senior executive officer (on Acquiror’s behalf and without personal liability), confirming the same as at the Effective Time; (b) all representations and warranties of Acquiror set forth in this Agreement shall be true and correct in all respects as at the Effective Time as though made at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Acquiror’s ability to complete the Arrangement and the other transactions contemplated by this Agreement, and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective Date, signed on behalf of Acquiror by a senior executive officer of Acquiror (on Acquiror’s behalf and without personal liability), confirming the same as at the Effective Time; and (c) Acquiror shall have fully satisfied its obligations under Section 2.7.
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Additional Conditions Precedent to the Obligations of Target. The obligations of Target to complete the transactions contemplated by this Agreement, shall also be subject to the following conditions precedent (each of which is for the exclusive benefit of Target and may be waived by Target): (a) all covenants of Acquiror under this Agreement to be performed on or before the Effective Time shall have been duly performed by Acquiror in all material respects, and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective Time, signed on behalf of Acquiror by two of its senior executive officers (on Acquiror’s behalf and without personal liability), confirming the same as of the Effective Date; (b) all representations and warranties of Acquiror set forth in this Agreement shall be true and correct in all respects, without regard to any materiality or Material Adverse Effect qualifications contained in them as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Material Adverse Effect on Acquiror and Target shall have received a certificate of Acquiror, addressed to Target and dated the Effective Time, signed on behalf of Acquiror by two senior executive officers of Acquiror (on Axxxxxxx’s behalf and without personal liability), confirming the same as at the Effective Date; (c) since the date of this Agreement, there shall not have occurred or have been disclosed to Target or the public, if previously undisclosed to Target or the public, any event, occurrence, development or circumstance that, individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect on Acquiror; and (d) Acquiror shall have delivered evidence satisfactory to Target of the approval of the listing and posting for trading on the TSX of the Acquiror Shares comprising the Consideration as well as on exercise of the Target Options and Target Warrants, subject only to satisfaction of standard listing conditions. The foregoing conditions will be for the sole benefit of Target and may be waived by it in whole or in part at any time.
Sample 1
Additional Conditions Precedent to the Obligations of Target. The obligations of Target to complete the transactions contemplated by this Agreement are subject to the satisfaction, or waiver by Target, at or before the Effective Time, of each of the following conditions, which are for the sole benefit of Target and which may be waived, in whole or in part, by Target at any time without prejudice to Target’s right to rely on any other condition precedent.
Sample 1
Additional Conditions Precedent to the Obligations of Target. The obligations of Target to consummate the Arrangement shall be subject to satisfaction of the following conditions (each of which is for the exclusive benefit of Target and may be waived by Target) on or before the Effective Date: (a) the Crosshair Parties shall have performed and complied in all material respects with all of the covenants and obligations thereof required to be performed by them on or before the Effective Time; (b) the representations and warranties of the Crosshair Parties under this Agreement shall be true and correct in all material respects on the date of this Agreement and as of the Effective Date (except for such representations and warranties made as of a specified date, which shall be true and correct as of such specified date) except where the failure of such representations and warranties in the aggregate to be true and correct in all respects would not be reasonably expected to have a Material Adverse Effect on Crosshair; (c) Target shall have received a certificate of Crosshair addressed to Target and dated the Effective Date, signed on behalf of Crosshair by two authorized signatories of Crosshair, confirming that the conditions in Sections 6.3(a) and (b) have been satisfied; and (d) the boards of directors of each of Crosshair and Subco shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by each of Crosshair and Subco and their respective Subsidiaries, to permit the consummation of the Arrangement.
Sample 1

Related to Additional Conditions Precedent to the Obligations of Target

  • Conditions Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s obligation to sell and issue to the Purchaser the Allocated Shares 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:

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:

  • Conditions Precedent to the Obligations of Seller The obligations of Seller under this Agreement are subject to the each of the following conditions being met:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities. The obligation hereunder of the Company to close and issue and sell the Securities to the Purchasers at the Closing Date is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions Precedent to the Obligations of the Purchaser Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligations of Sellers The obligations of Sellers to consummate the Transactions are also subject to the satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by the Seller Representative in writing: (a) Each representation and warranty of Buyer contained in this Agreement shall, if specifically qualified by materiality or Material Adverse Effect, be true and correct in all respects and, if not so qualified, be true and correct in all material respects, in each case as of the date of this Agreement and on and as of the Closing Date, as though made on and as of such date (other than those representations and warranties made as of a specific date, which shall be true and correct or true and correct in all material respects, as the case may be, as of such date). (b) Buyer shall have performed in all material respects all of its obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement shall to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to obligations and agreements that are qualified by materiality, Buyer shall have performed such obligations and agreements, as so qualified, in all respects. (c) Buyer shall have delivered to Seller a certificate, dated the Closing Date, signed by a duly authorized officer of Buyer certifying as to (i) the fulfillment of the conditions specified in Sections 8.2(a) and (b), and (ii) the incumbency of each Person having authority to execute and deliver this Agreement and the Transaction Documents to which Buyer is party. (d) There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Authority, and there shall be no action, suit or proceeding pending or threatened, which: (i) makes or may make any Transaction Document or any of the Transactions illegal, or imposes or may impose material damages or penalties in connection therewith; or (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the Transactions. (e) Since the date hereof, nothing shall have occurred, and Sellers shall not have become aware of any circumstance, change or event having occurred prior to such date, which individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect on the consummation of the Transactions. (f) Since the date hereof, there shall not have been any Material Adverse Effect on Buyer, or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the Transactions.

  • Conditions Precedent to the Obligations of the Company The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

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