Additional Conditions to Obligations of BVCI Sample Clauses

Additional Conditions to Obligations of BVCI. In addition to the conditions contained in Section 5.1, the obligation of BVCI to complete the transactions contemplated by this Agreement is subject to the fulfilment or satisfaction, on or before the Effective Date, of each of the following conditions, any of which may be waived by it without prejudice to its right to rely on any other condition: (a) each of the covenants, acts and undertakings of Pubco to be performed or complied with on or before the Effective Date pursuant to the terms of this Agreement shall have been duly performed or complied with in all material respects; (b) Pubco shall have furnished BVCI with: (i) a certified copy of a resolution duly passed by the board of directors of Pubco, indicating that the board of directors has determined unanimously that the Amalgamation and this Agreement are fair to the holders of Pubco Shares and are in the best interests of Pubco and the holders of Pubco Shares, (B) it will recommend approval of the Amalgamation by Pubco Shareholders, provided this Agreement is not amended except in accordance with the terms of this Agreement, (C) approving the information concerning Pubco contained in the Pubco Information Circular and related proxy solicitation material, and (D) approving this Agreement and the completion of the transactions contemplated hereby; and (ii) a certified copy of the resolutions of Pubco Shareholders duly passed at the Pubco Meeting approving the Amalgamation, pursuant to the terms of this Agreement; (c) except as affected by the transactions contemplated by this Agreement, the representations and warranties of Pubco contained in Article 3 shall be true in all material respects with the same effect as if made at and as of the Effective Date and BVCI shall have received a certificate of a senior officer of Pubco to that effect dated the Effective Date, and BVCI shall have no knowledge to the contrary; and (d) no Material Adverse Change to the business, Assets, operations or financial condition of Pubco or its Subsidiaries, taken as a whole, shall have occurred prior to the Effective Date.
Sample 1
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Related to Additional Conditions to Obligations of BVCI

  • Additional Conditions to Obligations of Company The obligation of 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 Company:

  • Additional Conditions to Obligations of Buyer The obligation of Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in writing exclusively by Buyer:

  • Additional Conditions to Obligations of Seller The obligation of Seller to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

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

  • Additional Conditions to Obligation of the Company The obligation of the Company to effect the Merger is also subject to the following conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • 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 to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

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