Condition to Completion. 2.1 Completion of this agreement is subject to and conditional upon both (i) the exercise in full of all of the Options and issuance by the Company of all of the Option Shares (or cancellation of any Options), and (ii) execution of the Minority SPAs and Declarations of Trust by each of the Minority Sellers and Minority Optionholders on or before the Longstop Date.
Condition to Completion. Completion of the Subscription is conditional upon the listing of and permission to deal in the Subscription Shares being granted by the Listing Committee of the Stock Exchange (and such permission and listing not subsequently being revoked prior to delivery of definitive share certificate(s) representing the Subscription Shares). If the above condition is not fulfilled on or prior to 16 January 2015 (or such date as agreed between the parties), the Subscription Agreement shall terminate and neither of the parties to the Subscription Agreement have any claim against each other save for antecedent breach of the Subscription Agreement. The Subscription is not subject to the Shareholders’ approval. Completion of the Subscription Completion shall take place on the Completion Date. Lock-up undertaking The Subscriber undertakes that during the period commencing from the Completion Date and ending on the date which is two year therefrom, it shall not, without the prior written consent of the Company:
Condition to Completion. The obligation of the Company to issue and allot the Investor Shares to the Investors are subject to remittance by the Investors of the respective Investment Amount into the Company’s bank account as specified in Schedule 4, subject to clause 2.1.
Condition to Completion. 17 5. Period before Completion............................................................................................. 19 6. Completion...................................................................................................................... 21 Date and place................................................................................................................... 21 Notification of Estimated Consideration.......................................................................... 22
Condition to Completion. 4.1 Completion shall be conditional on the FCA, in respect of the Purchaser and any other person acquiring or increasing control over the FCA Regulated Company by virtue of the Transaction, having given notice for the purposes of sections 189(4)(a) or 189(7) of FSMA that it has determined to approve such acquisition of control or being treated, by virtue of section 189(6) of FSMA, as having approved such acquisition of control (the “Condition”), provided that the Condition shall not be deemed to have been satisfied where compliance with the conditions in any notice by the FCA in accordance with section 189(7) of FSMA would be materially detrimental (in the reasonable opinion of the Purchaser) to the Group, taken as a whole, or to the Purchaser or any of its Related Persons. For the purposes of this Clause 4:
Condition to Completion. 4.1 Completion is conditional on the following Condition being satisfied or (if capable) waived in accordance with this Agreement, namely the approval of the Transaction by the European Commission shall have been granted under Article 6(1)(b), 6(2), 8(1) or 8(2) of the EUMR, as amended, or by failing to issue a decision by the time the relevant waiting period has expired approval of the Transaction by the European Commission shall be deemed to have been granted under Article 10(6) of the EUMR, provided that if the European Commission has adopted a decision under Article 9 of the EUMR to refer the Transaction in whole or in part to any competent authority of any Member State or state of the European Economic Area, all such competent authorities in each Member State or state in the European Economic Area to which the whole or part of the Transaction has been referred shall have approved the Transaction, or applicable waiting periods in respect of the Transaction shall have expired or been earlier terminated, provided, further, that, for the avoidance of doubt, if only part of the Transaction has been referred to a Member State or state in the European Economic Area, the European Commission shall have approved that part of the Transaction not so referred to a competent authority under Article 6(1)(b), 6(2), 8(1) or 8(2) of the EUMR, or by failing to issue a decision by the time the relevant waiting period has expired approval of that part of the Transaction not so referred to a competent authority by the European Commission shall be deemed to have been granted under Article 10(6) of the EUMR.
Condition to Completion. 6.1 Completion shall be conditional on the delivery by the Key Sellers of the 2018 Accounts to the Buyer, unless waived by the Buyer in writing, and:
Condition to Completion. This Agreement, other than this clause 3 and clause 5.6, is subject to the Purchaser paying the Deposit in accordance with clause 5.6(a). If the Purchaser does not pay the Deposit in accordance with that clause, the Vendor may terminate this Agreement by notice to the Purchaser. If the Purchaser has performed its obligations under clause 5.6(a) and has not revoked the authority referred to in that clause, the sole remedy of the Vendor in respect of such a termination shall be to recover the Deposit and interest from the Purchaser.
