Completion Conditions. 7.1 Each Party’s obligation to complete the (i) NewCo Assets Transfer and the (ii) Shares Transfer, following the exercise of the Share Purchase Option is conditional on the following (the “Completion Conditions”):
(a) The BCA Closing having occurred;
(b) the other Party not being in material breach of its obligations under the Agreement at the time of Completion; and
(c) no material breach of the Seller’s Warranties existing at the time of Completion, except that the Seller may not invoke the condition set out in this clause 7.1 (c). Each Party may waive any of the completion conditions set out in this clause 7.1.
7.2 Each of the Parties shall use reasonable efforts to promptly take or cause to be taken all actions necessary or advisable under applicable law and regulations to consummate and make effective the NewCo Assets Transfer and Shares Transfer.
Completion Conditions. The obligations of the Company and JD to consummate Completion are subject to the satisfaction or, to the extent permissible, waiver of the following conditions:
(a) the IPO shall have been contemporaneously consummated; and
(b) the underwriting agreement in connection with the IPO shall have been entered into and become effective.
Completion Conditions. 3.1 The obligation of the Buyer to effect the sale and purchase of the Sale Shares under this Agreement is subject to and conditional upon the satisfaction (to the reasonable satisfaction of the Buyer) of the following conditions, any and all of which may be waived by the Buyer at its sole discretion by written notice to the Sellers:
3.1.1 No Material Adverse Effect having occurred during the Interim Period and which is subsisting on the Completion Date;
3.1.2 no material breach of the Warranties having occurred;
3.1.3 no governmental entity having filed any proceedings for the purpose of prohibiting or otherwise challenging or interfering with the sale and purchase of the Sale Shares under this Agreement and (other than frivolous or vexatious claims) no other person having filed any such proceedings;
3.1.4 the Sellers having performed and/or complied with the undertakings set out in clause 5.2; and
3.1.5 the Sellers having performed and/or complied with the undertakings set out in clause 5.3 on each day of the Interim Period; (together, the “Completion Conditions”).
3.2 The Sellers shall use all reasonable endeavours to procure (so far as it lies within their respective powers so to do) that the Completion Conditions are satisfied and (other than those to be satisfied on Completion) that they are satisfied as soon as practicable, and in any event no later than the Longstop Date. Neither the Sellers nor the Buyer shall not take any action that could reasonably be expected to adversely affect the satisfaction of the Conditions.
3.3 If any one or more of the Completion Conditions is not fully satisfied (or waived by the Buyer in accordance with clause 3.1 by the Longstop Date), this Agreement shall automatically terminate with immediate effect, except as provided in clause 3.4.
3.4 If this Agreement terminates in accordance with clause 3.3 then the Sellers shall procure that the Sellers’ Counsel will return the Initial Payment to the Buyer in accordance with clause 5.1, and upon the return of the Initial Payment to the Buyer, this Agreement will immediately cease to have any further force and effect except for:
3.4.1 any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement; and
3.4.2 any rights, remedies, obligations or liabilities of the parties that have accrued before termination, including the right to claim Losses in respect of any breach of the Agreement whi...
Completion Conditions. 4.1 The obligations of the Parties under clauses 2.1 and 2.2 and clause 6 are conditional upon the satisfaction of the conditions precedent set out in clause 2.2 of the Asset Sale Agreement.
4.2 The Condition Precedent set forth in clause 4.1 may not be waived by either Party, without the written consent of the other Party.
4.3 The Parties shall use all reasonable endeavours to ensure that the Condition Precedent is satisfied as soon as reasonably practicable and in any event before the Longstop Date. The Parties shall keep each other informed of the progress in satisfying this condition and the date when it has been fulfilled.
4.4 If the Condition Precedent has not been satisfied or waived before the Longstop Date, this Agreement shall terminate with effect from the date on which either the buyer or the Asset Seller serves written notice on the Asset Seller or the buyer thereunder, as the case may be, terminating the Asset Sale Agreement under clause 2.5 thereof and no Party shall have any liability to another under this Agreement except in respect of clauses 20 and 21 and any breach of the terms hereof committed before such date.
Completion Conditions. The due registration of the Hotel Second Mortgage at the relevant PRC authorities is deleted from the Completion Conditions.
Completion Conditions. Notwithstanding any other provision of this Agreement or any of the Ancillary Agreements, all of the obligations of the Purchaser hereunder relating to Completion and the occurrence of Completion are conditional on the Purchaser (in its sole discretion) having confirmed its
Completion Conditions. Completion is upon:
(a) The Seller has officially and legally transfer the entire Sale Shares to the Buyer.
(b) The Buyer has paid to the Seller the full consideration for the Sale Shares.
Completion Conditions. This Agreement will be considered complete under the following conditions:
1. The Service Provider has delivered all Deliverables to the Client via a reasonable mechanism such as electronic mail.
2. The Client has accepted that he has received all Deliverables and has confirmed in writing via email that the Deliverables are acceptable to him. This Agreement does not require the signing and the registration of the Deliverables in order to be considered complete. It is the SOLE responsibility of the Client to organize three men of good standing in his community to sign the Deliverables. It is the SOLE responsibility of the Client to ensure that the Deliverables are registered with an appropriate UCC Registry. The Client may ask the Service Provider to perform the registration process should he so desire and should the Service Provider be so willing. Such an agreement is to be determined prior to the time of contract signing.
Completion Conditions. 4.1 The obligations of the Parties under clauses 2.1 to 2.4 and clause 6 are conditional upon:
(a) receipt of any required consent, approval or confirmation having been duly obtained from the Secretary of State, including but not limited to confirmation that he does not intend to exercise his power, under any of the model clauses in any of the Licences or otherwise, to revoke any of the Licences or to require a further change of control of any Target Company as a result of Completion under this Agreement;
(b) subject to clause 4.5, completion of the sale of each of the Assets pursuant to the Asset Sale Agreements or pursuant to the exercise of any pre-emption right in respect thereof;
(c) to the extent that the Proposed Transaction constitutes or is deemed to constitute a concentration with a Community dimension under Council Regulation (EC) No. 139/2004 (the Regulation):
(i) the EC Commission declaring in terms reasonably satisfactory to the Buyer that the concentration is compatible with the common market pursuant to Article 6(1)(b) of the Regulation (or having been deemed to have made such a declaration under Article 10(6) of the Regulation);
(ii) in the event of the initiating of proceedings under Article 6(1)(c) of the Regulation, the EC Commission declaring in terms reasonably satisfactory to the Buyer that the concentration is compatible with the common market pursuant to Article 8(2) of the Regulation (or having been deemed to have made such a declaration under Article 10(6) of the Regulation);
(iii) in the event that a request under Article 9(2) of the Regulation has been made by one or more Member States or under Article 6(1) of Protocol XXIV to the Agreement on the European Economic Area (EEA Agreement) by one or more parties to the EEA Agreement, and the EC Commission has taken a decision (or is deemed to have taken a decision) to refer the Proposed Transaction, or any aspect thereof, to a competent authority of such Member State in accordance with Article 6(1) of Protocol XXIV to the EEA Agreement:
(A) each such competent authority having taken or been deemed to have taken a decision with equivalent effect to clause 4.1(c)(i) or clause 4.1(c)(ii) with respect to those parts of the Proposed Transaction referred to it provided that where the reference is made to the competent authority of a Member State or Party the national legislation of which does not prohibit Completion before the authority has approved the Proposed Transaction, Completion s...
