Conditions for the Benefit of the Vendors. The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled or performed at or prior to the Time of Closing, which conditions are for the exclusive benefit of the Vendors and may be waived by the Vendors in their sole discretion:
Conditions for the Benefit of the Vendors. The sale by the Vendors and the purchase by the Purchaser of the SBI Shares is subject to the following conditions, which are for the exclusive benefit of the Vendors and which are to be performed or complied with at or prior to the Time of Closing at the satisfaction of the Vendors:
(a) the representations and warranties of the Purchaser and Mascoma set forth in Section 3.03 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time;
(b) the Purchaser and Mascoma will have performed or complied with all of their respective obligations and covenants and conditions of this Agreement to be performed or complied with by them at or prior to the Time of Closing;
(c) the Vendors will be furnished with such certificates or other instruments of the Purchaser and Mascoma or of officers of the Purchaser and Mascoma as the Vendors’ Representative or its counsel may reasonably think necessary in order to establish that the obligations and covenants contained in this Agreement to have been performed or complied with by the Purchaser and Mascoma at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser and Mascoma herein given are true and correct at the Time of Closing;
(d) there will have been obtained from all appropriate Governmental Authorities, contractual counterparties and other third parties such approvals or consents as are required to permit the issuance and delivery to the Vendors of the Consideration Shares;
(e) no action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the issuance and delivery to the Vendors of the Consideration Shares;
(f) no Material Adverse Effect in respect of Mascoma or the Purchaser will have occurred from the date hereof to the Time of Closing;
(g) all necessary steps and proceedings will have been taken to permit the Consideration Shares to be duly and regularly issued and delivered as fully paid and non-assessable shares to, and registered in the name of the Vendors;
(h) SunOpta will, under the agreements entered into among the Vendors, Mascoma and the other securityholders of Mascoma, be entitled to appoint one (1) director and one (1) observer to the board of directors of Mascoma;
(i) SunOpta, SBI and Mascoma will have entered into an agreement pursuant to which Mascoma grants to SunOpta a right of first offer to commercialize any derivative food products which...
Conditions for the Benefit of the Vendors. The obligations of the Vendors to complete the Transactions shall be subject to the fulfilment of the following conditions at or prior to the Closing Time:
Conditions for the Benefit of the Vendors. The transactions contemplated by this Agreement, including the sale and purchase of the Purchased Assets, are subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the conditions in this Section 6.2, each of which is for the exclusive benefit of the Vendors and may be waived, in whole or in part, by the Vendors in their sole discretion.
Conditions for the Benefit of the Vendors. 7.2.1 The sale by the Vendors and the purchase by the Purchaser of the Purchased Shares is subject to the following conditions which are for the exclusive benefit of the Vendors to be performed or complied with at or prior to the Time of Closing:
7.2.1.1 the representations and warranties of the Purchaser set forth in Section 3.3 shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time;
7.2.1.2 the Purchaser shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing;
7.2.1.3 the Vendors shall be furnished with such certificates, affidavits or statutory declarations of the Purchaser or of officers of the Purchaser as the Vendors or the Vendors' counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Purchaser at or prior to the Time of Closing have been performed and complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing;
7.2.1.4 the Purchaser and John Xxxxxxxx xxxll have executed a lease in respect of the premises located at 4400 Xxxxx Xxxx in substantially the form attached hereto as Schedule 7.1.1.10;
7.2.1.5 the Corporation shall have executed the Employment Agreement; and
7.2.1.6 Wyanx Xxxporation shall have executed a Covenant Agreement in favour of the Vendors substantially in the form of Schedule 7.2.1.6 (the "Covenant Agreement).
7.2.2 In case any term or covenant of the Purchaser or condition to be performed or complied with for the benefit of the Vendors at or prior to the Time of Closing shall not have been performed or complied with at or prior to the Time of Closing, the Vendors may, without limiting any other right that the Vendors may have, at its sole option, either:
7.2.2.1 rescind this Agreement by notice to the Purchaser, and in such event the Vendors shall be released from all obligations hereunder; or
7.2.2.2 waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Vendors rescind this Agreement pursuant to Section 7.2.2.1 and the term, covenant or c...
Conditions for the Benefit of the Vendors. The China Vendors shall not be obliged to complete the transactions contemplated by this Agreement unless, on the Closing Date, each of the following conditions shall have been satisfied:
(a) Accuracy of Representations - The representations and warranties of the Purchaser set forth in sections 6.1 shall be true and correct at the Closing, except as those representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement, and the Vendors shall have received certificates from the Purchaser confirming the foregoing.
(b) Performance of Obligations - the Purchaser shall have performed all of the obligations hereunder to be performed by it at or prior to the Closing and the Purchaser shall not be in breach of any agreement on its part contained herein.
Conditions for the Benefit of the Vendors. The sale by the Vendors of the Purchased Shares is subject to the following conditions to be fulfilled or performed on or before the Closing Date, which conditions are for the exclusive benefit of the Vendors and may be waived, in whole or in part, by the Vendors in their sole discretion:
(i) the covenants, representations and warranties of the Purchasers contained in the Transaction Documents shall be true as of the Closing Date with the same force and effect as if such covenants, representations and warranties had been made on and as of such date;
(ii) each Purchaser shall deliver to the Vendor a certified copy of a resolution of the directors of such Purchaser approving, among other things, the execution, delivery and performance by such Purchaser of its obligations under the Transaction Documents to which it is a party and, in the case of BMGX, authorizing the issuance of the Common Shares to the Vendors, allotting and reserving for issuance 4,000,000 Debenture Shares and approving the issuance of the Debenture Shares upon the exchange of the Debenture in accordance with the terms thereof;
(iii) the Purchasers shall deliver the share certificates representing the Share Consideration, with such Common Shares registered in the names of the Vendors in accordance with Section 3, or as the Vendors may otherwise direct;
(iv) as at the Closing Date, no event or condition shall have occurred, or shall exist, that individually or in the aggregate is or would reasonably be expected to be material and adverse to the condition (financial or otherwise), properties, assets, liabilities, obligations, business, operations or prospects of the Purchasers; and
(v) each of the Purchasers shall have duly executed and delivered to the Vendors each of the Transaction Documents to which it is a party. All obligations of the Purchasers, or either of them, under this Agreement shall be joint and several obligations of the Purchasers.
Conditions for the Benefit of the Vendors. The Purchase Agreement is amended by (i) deleting “and” at the end of Section 5.02(d), (ii) deleting the period at the end of Section 5.02(e) and substituting therefor “;”, and (iii) adding the following immediately after Section 5.02(e) thereof:
Conditions for the Benefit of the Vendors. The obligation of the Vendors to complete the sale of the Purchased Securities hereunder is subject to the satisfaction of, or compliance with, at or prior to the Time of Closing each of the following conditions (each of which is acknowledged to be for the exclusive benefit of the Vendors and may only be waived by the Vendors' Representative on behalf of the Vendors):
Conditions for the Benefit of the Vendors. The sale by the Vendors and the purchase by the Purchaser of the Assets is subject to the following conditions, which are for the exclusive benefit of the Vendors and which are to be performed or complied with at or prior to the Time of Closing:
(a) the representations and warranties of the Purchaser set forth in Section 3.02 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time;
(b) the Purchaser will have performed or complied with all of the obligations and covenants of this Agreement to be performed or complied with by the Purchaser at or prior to the Time of Closing;
(c) the Vendors will be furnished with such certificates or other instruments of the Purchaser or of officers of the Purchaser as the Vendors or the Vendors’ counsel may reasonably think necessary in order to establish that the obligations and covenants contained in this Agreement to have been performed or complied with by the Purchaser at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Purchaser herein given are true and correct at the Time of Closing; and
(d) the Escrow Agreement will have been executed by each of the Purchaser and the Escrow Agent and the $2,500,000 portion of the Purchase Price paid to the Escrow Agent in good and collected funds.
