Conditional Obligation. Stockholder acknowledges and agrees that Acquisition Sub’s obligation to accept for payment Company Shares tendered into the Offer, including any Company Shares tendered by Stockholder, is subject to the terms and conditions of the Merger Agreement and the Offer.
Conditional Obligation. Stockholder acknowledges and agrees that Merger Subsidiary’s obligation to accept for payment shares of Company Common Stock tendered into the Offer, including any shares of Company Common Stock tendered by Stockholder, is subject to the terms and conditions of the Merger Agreement and the Offer.
Conditional Obligation. This Section applies only to additional activities that a teacher is obligated to attend. It does not apply to committee meetings that are composed of volunteer members.
Conditional Obligation. Nothing in this Agreement shall obligate Parent or Purchaser to deliver an Irrevocable Conversion Notice.
Conditional Obligation. The Stockholder acknowledges and agrees that Merger Sub’s obligation to accept for payment of shares of Company C-1 Preferred Stock tendered into the Offer, including any shares of Company C-1 Preferred Stock tendered by the Stockholder, is subject to the terms and conditions of the Merger Agreement and the Offer.
Conditional Obligation. The Principal Holder agrees that Purchaser’s obligation to accept for payment shares of Covered Shares tendered into the Offer is subject to the terms and conditions of the Merger Agreement and the Offer.
Conditional Obligation. Xxxxxxxxxxx acknowledges and agrees that Xxxxxxxxx’s obligation to accept for payment Company Shares tendered into the Offer, including the Subject Shares tendered by Stockholder, is subject to the terms and conditions of the Offer.
Conditional Obligation. Option Holder acknowledges and agrees that Acquisition Sub’s obligation to accept for payment Company Securities in the Offer, including any Subject Shares tendered by Option Holder, is subject to the terms and conditions of the Master Agreement and the Offer.
Conditional Obligation. Each Fulcrum Securityholder agrees and acknowledges that the Closing is conditional on the successful closing of the Share Purchase Transaction and the satisfaction or waiver of all conditions to the Amalgamation as set forth in the Amalgamation Agreement.
Conditional Obligation. The obligations of the parties with respect to implementation of the Schemes (including the obligation of Mirvac Group to provide the Scheme Consideration on the Implementation Date) are subject to each of the following conditions being satisfied or waived under this clause:
(a) [no restraint] no permanent or temporary order of a court of competent jurisdiction or other legal restraint restraining or prohibiting the implementation of the Schemes or otherwise adversely impacting on the Schemes is in effect as at 8.00am on the Court Approval Date;
(b) [Independent Expert's Report] the Independent Expert's Report concludes that the Schemes are in the best interest of the JFG Shareholders and JFG Unitholders;
(c) [recommendation of JFG Group boards] the boards of JFG Co and JFG RE recommend the approval of the Schemes to JFG Stapled Securityholders;
(d) [orders convening meeting] the Court orders convening of the JFG Share Scheme Meeting;
(e) [JFG Stapled Securityholders approval] JFG Stapled Securityholders approve the Schemes at the JFG Share Scheme Meeting and JFG Unit Scheme Meeting;
(f) [Court approval] the Court makes orders under section 411(4)(b) of the Corporations Act approving the JFG Share Scheme;
(g) [Regulatory Approvals] all Regulatory Approvals are obtained (for the purpose of this condition, where a Regulatory Approval is conditional, it is to be regarded as:
(i) having been obtained if the relevant conditions cannot reasonably be considered to have a material adverse effect on the value that Mirvac Group considered it would derive from implementation of the Schemes;
(ii) not having been obtained if it is not granted or the relevant conditions do not satisfy the test in paragraph (i) above);
(h) [ASX Quotation] prior to 8.00am on the Court Approval Date, the Mirvac Stapled Securities to be issued in accordance with the JFG Schemes are accepted for quotation and trading on a deferred settlement basis from the Business Day next following the Effective Date by ASX, subject only to the JFG Share Scheme being approved by the Court pursuant to section 411(4) of the Corporations Act and taking effect and to such other conditions as are acceptable to Mirvac Group and to JFG Group;
(i) [Mirvac Unitholder approval] the holders of Mirvac Units have approved the issue of Mirvac Units, as part of Mirvac Stapled Securities, by way of consideration under the Schemes;
(j) [Mirvac Group Representations and Warranties] the Mirvac Group Representations and Warra...
