Conditions for Completion. Completion of this Agreement is conditional upon (and accordingly the Consideration will not be paid to the Vendor and beneficial ownership in the Shares will not pass until) satisfaction or waiver by the Purchaser pursuant to Clause 4.2.4 of the following conditions, or their satisfaction subject only to Completion of this Agreement:
4.1.1. the passing at a duly convened and held board meeting by the directors of the Purchaser of resolutions in the Agreed Form to approve the purchase of the Shares pursuant to this Agreement;
4.1.2. there having occurred no Material Adverse Change in the period between the date of this Agreement and Completion, or any event, change, effect or development that would, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Change;
4.1.3. on or before the Completion Date, nothing shall have occurred or been omitted which is, or had it occurred or been omitted on or before the date of this Agreement would have constituted, a material breach of the Warranties except for those facts and circumstances already disclosed to the Purchaser in the Disclosure Letter;
4.1.4. no legal proceeding shall have been instituted or threatened or claim or demand made against the Vendor, the Company or any of its Subsidiaries or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and no order or judgment of any court or governmental, statutory or regulatory body having been issued or made prior to Completion, which has the effect of making unlawful or otherwise prohibiting the purchase of the Shares by the Purchaser;
4.1.5. the Vendor having performed or complied with, in all material respects, all covenants, obligations and agreements contemplated by this Agreement to be performed or complied with by it at or prior to Completion;
4.1.6. all necessary notification and filings having been made, the expiry, lapsing or termination of all applicable waiting periods (including extensions thereof) under any applicable legislation or regulations and all the licences, authorisations, orders, grants, confirmations, permissions, registrations and other approvals necessary or desirable for or in respect of the proposed acquisition of the Company and its Subsidiaries by the Purchaser having been obtained from appropriate governments, governmental, supranational or trade agencies, courts or other regulatory bodies on terms...
Conditions for Completion. 4.1 Both parties complete all procedures as set out in the agreement, and 80% of the equity interest of the Target Company is transferred to Party B.
4.2 The Register of Shareholders, Articles of Association, and company registration files of the Target Company have been clearly updated to reflect that Party A owns that amount of equity interest.
Conditions for Completion. Closing of the Offering is conditional upon (i) necessary corporate resolutions approving the same being passed by the Company's board of directors; (ii) permission from the Bermuda Monetary Authority for the issuance of the Offer Shares; and (iii) to the extent required, the receipt of a Ministerial direction that the prospectus provisions of the Companies Xxx 0000 of Bermuda will not apply to the Offering. The Company and the Managers reserve the right, at any time and for any reason, to cancel and/or modify the terms of the Offering. Neither the Managers nor the Company will be liable for any losses incurred by applicants if the Offering is cancelled, irrespective of the reason for such cancellation. The application period is currently planned to run from and including 09:00 hours CET on 22 May 2019 to and including 18:00 hours CET on 23 May 2019 (the “Application Period”). The Company may, at its own discretion, extend or shorten the Application Period at any time and for any reason. If the Application Period is shortened or extended, the other dates referred to herein shall be amended accordingly. By executing this Application Agreement, or by placing an application by taped phone as further described below, the undersigned Applicant irrevocably confirms the Applicant’s request to subscribe for the number of Offer Shares specified by such Applicant at the Subscription Price and otherwise on the terms and conditions included in the Offering Material. The Applicant irrevocably authorizes and instructs the Managers or their appointed representatives, each acting alone, to subscribe for the number of Offer Shares allocated to the Applicant in the Offering (the “Allocated Shares”) on behalf of the Applicant, and to take all such other actions deemed appropriate by the Managers, on behalf of the Applicant, to effectuate the transactions contemplated by this Application Agreement. This Application Agreement, duly signed, valid and binding on the part of the Applicant, must be in the possession of the Managers by the end of the Application Period. The Applicant bears the risk of any postal delays, unavailable internet lines or servers, unavailable fax lines and any other logistical or technical problems that may result in applications not being received in time or at all. The Applicant is further responsible for the correctness of the information inserted on the Application Agreement. In addition, the Managers may, in their sole discretion, accept application...
Conditions for Completion. Completion of the Offering is subject to the following conditions being met within a date to be finally confirmed in the allocation letter and envisaged not to be less than one week from the date of the allocation letter, unless which any paid-in amounts shall be returned to the respective Applicant: Share trading and stock exchange listing: Arrangements are being made for the trading of the Offer Shares on Merkur Market, a multilateral trading facility owned and operated by the Oslo Stock Exchange. It is expected that trading will commence shortly after share issuance under the expected trading symbol “OET-ME”.
Conditions for Completion. Completion of the Lease is conditional upon the completion of the Transfer and Pre-emption Agreement.
Conditions for Completion. 4.1 The obligations of the Principal Purchaser to perform its obligations pursuant to this Umbrella Agreement and/or any of the Transaction Agreements is subject to satisfaction of each of the following conditions:
(1) No unfavorable injunction, judgement, order, decree, ruling, or charge by any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator would: (A) prevent to any material extent the consummation of any of the transactions contemplated by this Umbrella Agreement; or (B) save for clause 7.7, cause any of the transactions contemplated by this Umbrella Agreement to be rescinded to any material extent following consummation.
(2) The Danish Seller and/or the Polish Seller shall have taken all of the following action required or reasonably advisable for them to take in connection with the consummation of the transactions contemplated hereby:
(i) Approval of this Umbrella Agreement and each of the Transaction Agreements by the Danish Seller's board of directors and, if decided by the Danish Seller, by a shareholders' meeting;
(ii) Approval of the Polish Transaction Agreements by the Polish Seller's board of directors.
4.2 The obligations of the Purchasers to perform their respective obligations pursuant to the Danish Transaction Agreements and the Polish Transaction Agreements (with the exception of the Polish Business Agreement) shall be subject to the simultaneous consummation of all transactions contemplated thereby.
4.3 The obligations of the Polish Purchaser to perform its obligations pursuant to the Polish Business Agreement (and of the Principal Purchaser pursuant to Clause 3.2 herein) shall be subject to the prior fulfillment of the condition precedent in Clause 4.2 herein.
4.4 The obligations of the respective Purchasers to consummate the transactions contemplated by the respective Transaction Agreements shall be subject to the conditions precedent specified in each such Transaction Agreement.
Conditions for Completion. The Shareholders’ Agreement would be conditional upon all of the following conditions being satisfied before the Completion Date: The RPO being satisfied with the final form of the following documents: [●]; [●] passing shareholder resolutions to: [●]; and [Insert any other conditions that would need to be satisfied before the Completion Date and by whom, including any milestones that the Company would need to achieve]. The total issued share capital of the Company immediately prior to the Completion Date would be: [●] shares of €[●] each, all of which have been fully paid-up and are beneficially owned by, and are registered in the name[s] of, [●] in the following amount[s]: [●]. [●] paid the following amount[s] to the Company for such shares: [●].
Conditions for Completion. Completion for the sale and purchase of the Property is subject to, among others, the following conditions:–
(i) the Vendor having good title to the Property pursuant to the Conveyancing and Property Ordinance;
(ii) the rentals being at certain parameters; and
(iii) the passing of the necessary resolution(s) by the Shareholders in general meeting approving the sale of the Property and the performance of the transactions contemplated under the Disposal by the Vendor in accordance with the requirements of the Listing Rules. If these Conditions are not satisfied by July 15, 2008, the Disposal will be terminated and the Vendor will not re-sell the Property within 6 months from July 15, 2008. The Vendor does not currently anticipate any issue with complying with these Conditions.
Conditions for Completion. The Parties shall not be obliged to proceed to Completion unless all Conditions for Completion as specified in Clauses 4.2.1 to 4.2.5 (hereinafter referred to as “Conditions for Completion”) have been fulfilled and the Parties have obtained knowledge thereof. They shall use their best efforts to ensure that the Conditions for Completion will be fulfilled as soon as possible in accordance with the provisions hereof.
4.2.1 The transaction has been cleared under merger control law:
(i) The European Commission has decided – provided that it is the competent authority – (or it is deemed to have been decided),
(a) under Article 6(1)(b) or, if the Commission has initiated proceedings pursuant to Article 6(1)(c), under Article 8(2) of Council Regulation (EC) 139/2004 (as amended and applicable today) (the “Regulation”) declaring the transaction compatible with the EC Common Market either unconditionally or subject to the fulfilment of certain conditions or obligations (Auflagen oder Bedingungen) accepted by the Purchaser; or
(b) that the intended transaction in its entirety, or in parts, shall be referred to the competent authorities of one or more member states pursuant to article 4(4) or article 9(3) of the Regulation, and
(I) each authority has made a decision in respect of the parts of the transaction referred to it with a result as described in Clause 4.2.1(i)(a) above, and
(II) the European Commission has made a decision in respect of the parts of the transaction that have remained within its competence as described in Clause 4.2.1(i)(a) above.
(ii) The Federal Cartel Office (Bundeskartellamt) – where originally competent –
(a) has notified the Seller and/or the Purchaser in writing of its intention not to prohibit the notified acquisition of the Seller Shares, either without reservation or subject to certain requirements and conditions to be fulfilled by the Purchaser under this Share Purchase Agreement; or
(b) has not notified the Seller and the Purchaser within a period of one month after the notification of the intended acquisition of the Seller Shares pursuant to section 39 of the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen – GWB) that it has initiated formal investigation proceedings; or
(c) has not issued any order pursuant to section 40 para. 2 sentence 1 of the German Act against Restraints of Competition within the periods of time specified in section 40 para. 2 of the German Act against Restraints of Compet...
Conditions for Completion. Completion of the Transfers is conditional upon the Transferor obtaining the Consent.
