Additional Conditions Precedent to the Obligations of the Company. The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:
Additional Conditions Precedent to the Obligations of the Company. The obligation of the Company to complete the Arrangement will be subject to the satisfaction, or waiver by the Company, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of the Company and which may be waived by the Company at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that the Company may have:
(a) the Purchaser shall have complied in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Effective Date;
(b) the representations and warranties of the Purchaser set forth in:
(i) the Purchaser Fundamental Representations must be true and correct as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, the accuracy of which shall be determined as of that specified date);
(ii) Section 3.2(d)(i) (Capitalization) must be true and correct (other than de minimis inaccuracies) as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, the accuracy of which shall be determined as of that specified date);
(iii) Section 3.2 (other than those contained in the Purchaser Fundamental Representations and Section 3.2(d)(i) (Capitalization)) must be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, the accuracy of which shall be determined as of that specified date) except for breaches of representations and warranties which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(c) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public) a Material Adverse Effect with respect to the Purchaser;
(d) the Purchaser shall have complied with its obligations under Section 2.12 and the Depositary shall have confirmed receipt of the Consideration Shares; and
(e) the Company shall have received a certificate of the Purchaser signed by a senior officer of the Purchaser and dated the Effective Date...
Additional Conditions Precedent to the Obligations of the Company. (1) The obligation of the Company to complete the Arrangement will be subject to the satisfaction, or waiver by the Company, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of the Company and which may be waived by the Company at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that the Company may have:
Additional Conditions Precedent to the Obligations of the Company. The obligation of the Company to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of the Company and may be waived by the Company, in whole or in part, at any time):
(a) all covenants of Hudbay under this Agreement to be performed on or before the Effective Time shall have been duly performed by Xxxxxx in all material respects and the Company shall have received a certificate of Hudbay, addressed to the Company and dated the Effective Date, signed on behalf of Hudbay by two of its senior executive officers (on Xxxxxx's behalf and without personal liability), confirming the same as of the Effective Date;
(b) (i) the representations and warranties of Hudbay set forth in this Agreement (other than as contemplated in clauses (ii) and (iii)) shall be true and correct in all respects, without regard to any materiality or Hudbay Material Adverse Effect qualifications contained in them, as of the date of this Agreement and as of the Effective Time as though made on and as of such date or 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 Hudbay Material Adverse Effect; (ii) the representations and warranties of Hudbay set forth in Sections 4.1(a) [Organization and Qualification], 4.1
Additional Conditions Precedent to the Obligations of the Company. The obligation of the Company to complete the Arrangement will be subject to the satisfaction, or waiver by the Company, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of the Company and which may be waived by the Company at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that the Company may have:
(a) the Purchaser shall have complied in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Effective Date;
(b) the representations and warranties of the Purchaser set forth in (i) the Purchaser Fundamental Representations must be true and correct as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, the accuracy of which shall be determined as of that specified date);
Additional Conditions Precedent to the Obligations of the Company. Section 3.3(a) of the Definitive Agreement is hereby amended by deleting Section 3.3(a) of the Definitive Agreement in its entirety and inserting “Intentionally deleted.”
Additional Conditions Precedent to the Obligations of the Company. The Company is not required to complete the Acquisition unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, to the extent permitted by applicable Law, by the Company in its sole discretion, without prejudice to the rights of the Company to rely on any other condition:
Additional Conditions Precedent to the Obligations of the Company. Unless waived by the Company in writing, each and every obligation of the Company to be performed prior to or at the Closing shall be subject to the satisfaction at or prior thereto of each and all of the following conditions precedent:
Additional Conditions Precedent to the Obligations of the Company. The obligations of the Company to consummate the Merger and effect the transactions contemplated hereby are subject to the satisfaction or, to the extent permitted by applicable Legal Requirements, wavier by the Company at or prior to the Closing of the following conditions:
Additional Conditions Precedent to the Obligations of the Company. The obligations of the Company 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 the Company and may be waived by the Company):
(1) all covenants of the Purchaser under this Agreement to be performed on or before the Effective Time shall have been duly performed by the Purchaser in all material respects;
(2) the representations and warranties of the Purchaser set forth in this Agreement shall be true and correct in all material respects 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 would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect; and
(3) the Purchaser shall have deposited or caused to be deposited with the Depositary in escrow (the terms and conditions of such escrow to be satisfactory to the Company, acting reasonably) in accordance with Section 2.9 the funds required to effect payment in full of the aggregate Consideration to be paid pursuant to the Arrangement and the Depositary shall have confirmed to the Company receipt of these funds.
