Additional Conditions to Obligations of Target. The obligations of Target to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by Target:
Additional Conditions to Obligations of Target. The obligation of Target 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 Target:
Additional Conditions to Obligations of Target. The obligations of Target to effect the Merger is also subject to fulfillment of all of the following conditions precedent, at or prior to the Effective Time:
Additional Conditions to Obligations of Target. The obligations of TARGET to effect the Merger and the other transactions contemplated in this Agreement are also subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any of which may be waived by TARGET in its sole discretion):
Additional Conditions to Obligations of Target. The obligations of Target to consummate the transactions contemplated hereby are subject to the satisfaction, on or before the Closing Date or such other time specified in the relevant condition precedent, of the following conditions precedent:
(a) the representations and warranties made by each member of the Initial Investor Group in this Agreement shall be true and correct as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not or would not reasonably be expected to materially impede completion of the Private Placement and the Change of Management, and each member of the Initial Investor Group shall have provided to Target a certificate certifying such accuracy on the Closing Date, and Target will have no knowledge to the contrary;
(b) the Initial Investor Group shall have complied with its covenants and obligations herein, except where the failure to comply with its covenants or obligations, individually or in the aggregate, would not or would not reasonably be expected to materially impede completion of the Private Placement and the Change of Management, and each member of the Initial Investor Group shall have provided to Target a certificate certifying compliance with such covenants on the Closing Date, and Target will have no knowledge to the contrary;
(c) the Initial Investor Group shall cause the Corporation to extinguish all indebtedness owing pursuant to the Bonds at Closing;
(d) properly executed Unit Subscription Agreements and Investor Group Subscription Agreements, together with certified cheques or bank drafts or other forms of payment and other required items, have been delivered by the applicable Subscribers as contemplated in Section 2.1(c) (including, for greater certainty, for the number of Units and/or Investor Group Units, as applicable, described in Section 2.1(a)) to the satisfaction of Target, acting reasonably; and
(e) Target shall be satisfied, acting reasonably, that immediately upon completion of the Private Placement and the payment in full of all indebtedness owing pursuant to the Bonds and subject to the resignations of the Old Board and Old Executives, that the members of the New Board shall be appointed to fill the vacancies ...
Additional Conditions to Obligations of Target. The obligations of Target to effect the Merger and the other transactions contemplated hereby are also subject to the following conditions, any or all of which may be waived by Parent, in whole or in part, to the extent permitted by applicable Law:
Additional Conditions to Obligations of Target. The obligations of Target to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by Target:
(a) REPRESENTATIONS, WARRANTIES AND COVENANTS (i) Each of the representations and warranties of Acquiror and Merger Sub in this Agreement that is expressly qualified by a reference to materiality shall be true in all respects as so qualified, and each of the representations and warranties of Acquiror and Merger Sub in this Agreement that is not so qualified shall be true and correct in all material respects, on and as of the Effective Time as though such representation or warranty had been made on and as of such time (except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date), and (ii) Acquiror and Merger Sub shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by them as of the Effective Time.
Additional Conditions to Obligations of Target. The obligations of Target and Member to effect the Share Exchange are subject to the satisfaction of, or waiver by Target, on or prior to the Closing Date of the following conditions:
