Additional Conditions Precedent to the Obligations of the Corporation. The obligations of the Corporation 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 Corporation and may be waived by the Corporation which, if not satisfied or waived, will relieve the Corporation of any obligation under this Agreement):
(a) all covenants of ADSX under this Agreement to be performed on or before the Effective Date shall have been duly performed by ADSX in all material respects and the Corporation shall have received a certificate of ADSX addressed to the Corporation and dated the Effective Date, signed on behalf of ADSX by two senior executive officers of the Corporation, confirming the same as at the Effective Date;
(b) all representations and warranties of ADSX under this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct in all material respects as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement) and the Corporation shall have received a certificate of ADSX addressed to the Corporation and dated the Effective Date, signed on behalf of ADSX by two senior executive officers of ADSX, confirming the same as at the Effective Date;
(c) between the date hereof and the Effective Date, there shall not have occurred, in the judgment of the Board of Directors of the Corporation, acting reasonably, a Material Adverse Change to ADSX;
(d) the Boards of Directors of ADSX shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by ADSX to permit the consummation of the Arrangement and the issue of the ADSX Common Shares pursuant to the Arrangement and the exercise from time to time of the Replacement Securities;
(e) the Regulatory Approvals shall have been obtained in accordance with Article IV and shall be in full force and effect and shall not be the subject of any stop-order or proceedings seeking a stop-order or any revocation proceedings;
(f) the Corporation or its Board of Directors shall have received an opinion from a Person independent from the Corporation that each of the Exchange Ratio and the First Tranche Exchange Ratio and Adjustment Exchange Ratio, if applicable, is fair from a finan...
Additional Conditions Precedent to the Obligations of the Corporation. The Corporation is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Corporation and may only be waived, in whole or in part, by the Corporation in its sole discretion:
Additional Conditions Precedent to the Obligations of the Corporation. The obligation of the Corporation to complete the Financing is subject to the satisfaction, or waiver by the Corporation, on or before the Outside Date of each of the following conditions:
(a) each of the Purchasers will 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 Closing Date;
(b) the representations and warranties of each of the Purchasers will be true and correct in all material respects as of the Closing Date as if made as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties will have been true and correct in all material respects as of that date and except as affected by transactions, changes, conditions, events or circumstances contemplated by this Agreement);
(c) each of the Purchasers will have delivered a certificate of such Purchaser signed by a senior officer of such Purchaser and dated the Closing Date certifying that the conditions set out in Sections 5.3(a) and 5.3(b); and
(d) the Purchasers will have delivered to the Corporation such other closing documents as the Corporation may reasonably require. The foregoing conditions are for the benefit of the Corporation and may be waived in whole or in part only if waived in writing by the Corporation.
Additional Conditions Precedent to the Obligations of the Corporation. The obligations of the Corporation 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 Corporation and may be waived by the Corporation):
(a) the representations and warranties of the Purchaser shall be true and correct in all material respects as of the date hereof and as of the Effective Time as if made at the Effective Time (except for those expressly stated to speak at or as of a specified date, the accuracy of which shall be determined as of such date) (other than the representations and warranties contained in Paragraph 3.2(b) which shall be true and correct in all respects) and the Corporation shall have received a certificate of the Purchaser addressed to the Corporation dated the Effective Date, signed on behalf of the Purchaser by a senior executive officer of the Purchaser (on the Purchaser’s behalf and without personal liability) confirming same as of the Effective Date;
(b) the Purchaser shall have complied with its covenants and obligations under this Agreement and the Corporation shall have received a certificate of the Purchaser addressed to the Corporation dated the Effective Date, signed on behalf of the Purchaser by a senior executive officer of the Purchaser (on the Purchaser’s behalf and without personal liability) confirming the same as of the Effective Date; and
(c) the Purchaser shall, on the Effective Date, pay the Assumed Expenses.
