Common use of Condition Precedent to Obligation of All Parties Clause in Contracts

Condition Precedent to Obligation of All Parties. The obligations of each party hereunder are subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) The simultaneous closing or closings of the Transactions contemplated under (A) the Share Sale Agreement between Biomark, Biomark Mauritius Investment Company Limited and Venaxis pursuant to which Venaxis will acquire the shares of Strand from Biomark and (B) the Share Sale Agreement and the Investment Agreement with certain shareholders of Strand pursuant to which Venaxis will acquire shares of Strand from the shareholders and such shareholders will acquire shares of Venaxis so that as a result of (A) and (B) above, Venaxis shall own at least fifty-one percent (51%) of the issued and outstanding shares of Strand (excluding the ESOP Shares) (collectively, the "Sale and Reinvestment Transaction"); (b) The execution of (A) the Share Sale Agreements and (B) the Investment Agreements with all of the remaining shareholders of Strand who are willing to enter into such agreements pursuant to which Venaxis will acquire more than 90% of each class of shares of Strand (excluding the ESOP Shares) and such remaining shareholders will acquire shares of Venaxis upon the closing of the first and/or second tranche of the Sale and Reinvestment Transaction (collectively, the "Remaining Shareholders Sale and Reinvestment Transaction"); and (c) The Board of Directors of Venaxis shall have approved and recommended to the shareholders of Venaxis the Sale and Reinvestment Transaction, the Asset Purchase Transaction and the Remaining Shareholders Sale and Reinvestment Transaction, and Venaxis shall have received the affirmative vote of the requisite shareholders of Venaxis approving the Sale and Reinvestment Transaction, the Asset Purchase Transaction, the Remaining Shareholders Sale and Reinvestment Transaction and the transactions contemplated under this Agreement pursuant to the Venaxis Proxy Statement.

Condition Precedent to Obligation of All Parties. The obligations of each party hereunder are subject to the satisfaction on or prior to the Second Closing Date of each of the following conditions: (a) No Action shall have been commenced against the parties, which would prevent the Second Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits the transaction contemplated by this Agreement; (b) The simultaneous closing or closings of the Transactions contemplated under (A) the Share Sale Agreement between Biomark, Biomark Mauritius Investment Company Limited Venaxis and Venaxis Subscriber pursuant to which Venaxis will acquire the shares of Strand Shares from Biomark the Subscriber ("Sale and Reinvestment Transaction") and (B) the Share Sale Agreement and the Investment Agreement with certain shareholders of Strand pursuant to which Venaxis will acquire shares of Strand from the shareholders and such shareholders will acquire shares of Venaxis so that as a result of (A) and (B) above, Venaxis shall own at least fifty-one percent (51%) of the issued and outstanding shares of Strand (excluding the ESOP Shares) (collectively, the "Sale and Reinvestment Transaction"); (b) The execution of (A) the Share Sale Agreements and (B) the Investment Agreements with all of the remaining shareholders of Strand who are willing to enter into such agreements pursuant to which Venaxis will acquire more than 90% of each class of shares of Strand (excluding the ESOP Shares) and such remaining shareholders will acquire shares of Venaxis, so that as a result of (A) and (B) above, Venaxis upon the closing shall own more than 90% of the first and/or second tranche issued and outstanding shares of Strand (excluding the Sale and Reinvestment Transaction ESOP Shares) (collectively, the "Remaining Shareholders Sale and Reinvestment Transaction"); and; (c) The Board representations and warranties of Directors Subscriber contained in Article V (except the representations in Sections [5.05] and [5.06]) shall be true and correct in all respects as of the Second Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date); and (d) All Venaxis Shares to be received by Subscriber pursuant to this Agreement shall have approved and recommended to been registered for resale under the shareholders of Venaxis the Sale and Reinvestment Transaction, the Asset Purchase Transaction and the Remaining Shareholders Sale and Reinvestment Transaction, and Venaxis shall have received the affirmative vote of the requisite shareholders of Venaxis approving the Sale and Reinvestment Transaction, the Asset Purchase Transaction, the Remaining Shareholders Sale and Reinvestment Transaction and the transactions contemplated under this Agreement pursuant to the Venaxis Proxy StatementSecurities Act.]

Condition Precedent to Obligation of All Parties. The obligations of each party hereunder are subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) The simultaneous closing or closings of the Transactions contemplated under (A) the Share Sale Agreement between Biomark, Biomark Mauritius Investment Company Limited Subscriber and Venaxis pursuant to which Venaxis will acquire the shares of Strand from Biomark Subscriber and (B) the Share Sale Agreement and the Investment Agreement with certain shareholders of Strand pursuant to which Venaxis will acquire shares of Strand from the shareholders and such shareholders will acquire shares of Venaxis so that as a result of (A) and (B) above, Venaxis shall own at least fifty-one percent (51%) of the issued and outstanding shares of Strand (excluding the ESOP Shares) (collectively, the "Sale and Reinvestment Transaction"); (b) The execution of (A) the Share Sale Agreements and (B) the Investment Agreements with all of the remaining shareholders of Strand who are willing to enter into such agreements pursuant to which Venaxis will acquire more than 90% of each class of shares of Strand (excluding the ESOP Shares) and such remaining shareholders will acquire shares of Venaxis upon the closing of the first and/or second tranche of the Sale and Reinvestment Transaction (collectively, the "Remaining Shareholders Sale and Reinvestment Transaction"); and (c) The Board of Directors of Venaxis shall have approved and recommended to the shareholders of Venaxis the Sale and Reinvestment Transaction, the Asset Purchase Transaction and the Remaining Shareholders Sale and Reinvestment Transaction, and Venaxis shall have received the affirmative vote of the requisite shareholders of Venaxis approving the Sale and Reinvestment Transaction, the Asset Purchase Transaction, the Remaining Shareholders Sale and Reinvestment Transaction and the transactions contemplated under this Agreement pursuant to the Venaxis Proxy Statement.

Condition Precedent to Obligation of All Parties. The obligations of each party hereunder are subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) The Board of Directors of Venaxis shall have approved and recommended to the shareholders of Venaxis the Sale and Reinvestment Transaction, that certain asset purchase transaction between Venaxis Sub, Inc., a wholly-owned subsidiary of Venaxis and Strand Genomics, pursuant to which Strand Genomics shall sell, and Venaxis Sub, Inc., shall purchase substantially all of the assets of Strand Genomics (the "Asset Purchase Transaction") and the Remaining Shareholders Sale and Reinvestment Transaction and Venaxis shall have received the affirmative vote of the requisite shareholders approving the Sale and Reinvestment Transaction, the Asset Purchase Transaction, the Remaining Shareholders Sale and Reinvestment Transaction and the transactions contemplated under this Agreement pursuant to the Venaxis Proxy Statement; (b) The simultaneous closing or closings of the Transactions transactions contemplated under (A) the Share Sale Investment Agreement between Biomark, Biomark Mauritius Investment Company Limited Venaxis and Venaxis Seller pursuant to which Venaxis Seller will acquire the shares of Strand from Biomark and Venaxis (B) the Share Sale Agreement and the Investment Agreement with certain shareholders of Strand pursuant to which Venaxis will acquire shares of Strand from the such shareholders and such shareholders will acquire the shares of Venaxis so that as a result of (A) and (B) above, Venaxis shall own at least fifty-one percent (51%) of the issued and outstanding shares of Strand (excluding other than the ESOP Shares) (collectively, the "Sale and Reinvestment Transaction"); (bc) The execution of (A) the Share Sale Agreements and (B) the Investment Agreements with all of the remaining shareholders of Strand who are willing to enter into sign such agreements pursuant to which Venaxis will acquire more than 90% of each class of purchase shares of Strand (excluding the ESOP Shares) from such shareholders and such remaining shareholders will acquire the shares of Venaxis upon the closing of the first and/or second tranche of the Sale and Reinvestment Transaction Transaction, as a result of which Venaxis shall own more than 90% of the issued and outstanding shares of Strand (other than the ESOP Shares) (collectively, the "Remaining Shareholders Sale and Reinvestment Transaction"); and (cd) The Board of Directors of Venaxis shall have approved Strand has obtained all Strand Required Consents and recommended to Filings (as defined in the shareholders of Venaxis the Sale and Reinvestment Transaction, the Asset Purchase Transaction and the Remaining Shareholders Sale and Reinvestment Transaction, and Venaxis shall have received the affirmative vote of the requisite shareholders of Venaxis approving the Sale and Reinvestment Transaction, the Asset Purchase Transaction, the Remaining Shareholders Sale and Reinvestment Transaction and the transactions contemplated under this Agreement pursuant to the Venaxis Proxy StatementMaster Agreement).