Conditions in Favour of the Seller. The obligation of the Seller to complete the transactions contemplated in this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of the Seller and may be waived, in whole or in part, by the Seller in its sole discretion: (a) The representations and warranties of the Purchaser contained in this Agreement and in any Acquisition Agreement to which it is a party shall be true and correct on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date and the Purchaser shall have executed and delivered a certificate of a senior officer to that effect. (b) The Purchaser shall have fulfilled, performed or complied with all covenants contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing and the Purchaser shall have executed and delivered a certificate of a senior officer to that effect. (c) Since the date of the LOI, there shall not have occurred a Material Adverse Change in respect of the Purchaser. (d) The CSE shall have approved (or conditionally approved) for listing and posting for trading the Common Shares issued pursuant to Section 2.3(a) and the Common Shares issuable upon exchange of any NVPS, subject only to satisfaction by the Purchaser of customary post-closing conditions imposed by the CSE in similar circumstances. (e) The Purchaser shall have received Shareholder Approval. (f) The Purchaser shall have received CSE Approval. (g) No action or proceeding shall be pending or threatened by any Person (other than the Purchaser, the Seller, any Corporation or any of their respective Affiliates) in any jurisdiction, to enjoin, restrict or prohibit any of the transactions contemplated by this Agreement. (h) The Purchaser shall have delivered or caused to be delivered to the Seller the following: (i) certified copies of: (A) the articles and by-laws of the Purchaser, amended to create the NVPS; (B) resolutions of the shareholders or the board of directors of the Purchaser, as applicable, approving the entering into and completion of the transactions contemplated by this Agreement; and (C) a list of its officers and directors authorized to sign agreements together with their specimen signatures; all in form and substance satisfactory to the Seller, acting reasonably; (ii) releases in favour of the Persons referred to in Section 6.2(i)(vii) and the Seller from the applicable Corporations substantially in the form set out in Schedule D hereto, with such amendments thereto as may be acceptable to the Parties; (iii) a certificate of status, compliance or like certificate with respect to the Purchaser issued by the appropriate government official of its jurisdiction of incorporation; (iv) the Common Shares and the NVPS contemplated by Section 2.3; and (v) a duly executed copy of the Prepayment Amounts Note, the Restated Convertible Note, the Cunning Operations Agreement, the Exchange Agreement, the Services Agreement(s) and the Coattail Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement
Conditions in Favour of the Seller. The obligation of the Seller to complete the transactions contemplated in this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of the Seller and may be waived, in whole or in part, by the Seller in its sole discretion:
(a) The representations and warranties of the Purchaser contained in this Agreement and in any Acquisition Agreement to which it is a party shall be true and correct on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date and the Purchaser shall have executed and delivered a certificate of a senior officer to that effect.
(b) The Purchaser shall have fulfilled, performed or complied with all covenants contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing and the Purchaser shall have executed and delivered a certificate of a senior officer to that effect.
(c) Since the date of the LOIthis Agreement, there shall not have occurred a Material Adverse Change in respect of the Purchaser.
(d) The CSE shall have approved (or conditionally approved) for listing and posting for trading the Common Shares issued pursuant to Section 2.3(a) and the Common Shares common shares issuable upon exchange exercise of any NVPSthe Convertible Note, subject only to satisfaction by the Purchaser of customary post-closing conditions imposed by the CSE in similar circumstances.
(e) The Purchaser transactions contemplated by this Agreement shall have received Shareholder Approvalnot constitute a “fundamental change” within the meaning of the policies of the CSE and shall not otherwise require the approval of any of the Purchaser’s security holders.
(f) The Purchaser shall have received CSE Approval.
(g) No action or proceeding shall be pending or threatened by any Person (other than the Purchaser, the Seller, any the Corporation or any of their respective Affiliatesaffiliates) in any jurisdiction, to enjoin, restrict or prohibit any of the transactions contemplated by this Agreement.
(hg) The Purchaser shall have delivered or caused to be delivered to the Seller the following:
(i) certified copies of: of (A) the articles and by-laws of the Purchaser, amended to create the NVPS; (B) resolutions of the shareholders or the board of directors of the Purchaser, as applicable, approving the entering into and completion of the transactions contemplated by this Agreement; , and (CD) a list of its officers and directors authorized to sign agreements together with their specimen signatures; all in form and substance satisfactory to the Seller, acting reasonably;
(ii) releases in favour of the Persons referred to in Section 6.2(i)(vii6.2(h)(viii) and the Seller from the applicable Corporations Corporation substantially in the form set out in Schedule D hereto, with such amendments thereto as may be acceptable to the PartiesExhibit C;
(iii) a certificate of status, compliance or like certificate with respect to the Purchaser issued by the appropriate government official of its jurisdiction of incorporation;; and
(iv) the Common Shares and the NVPS contemplated by Section 2.3; and
(v) a duly executed copy of the Prepayment Amounts Note, the Restated Convertible Note, duly executed by the Cunning Operations Agreement, the Exchange Agreement, the Services Agreement(s) and the Coattail AgreementPurchaser.
Appears in 1 contract
Samples: Share Purchase Agreement
Conditions in Favour of the Seller. The obligation of the Seller to complete the transactions of the Purchased Debt contemplated in this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closingthe Closing Date, which conditions are for the exclusive benefit of the Seller and may be waived, in whole or in part, by the Seller in its sole discretion:
(a) The representations and warranties of the Purchaser contained in this Agreement and in any Acquisition Agreement to which it is a party shall be true and correct in all material respects on the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date and the Purchaser shall have executed and delivered a certificate of a senior officer to that effect.date;
(b) The Purchaser shall have fulfilled, performed or complied with in all material respects all covenants contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing and the Purchaser shall have executed and delivered a certificate of a senior officer to that effect.Closing;
(c) Since No motion, action or proceedings shall be pending by or before a Governmental Authority to restrain or prohibit the date completion of the LOI, there shall not have occurred a Material Adverse Change in respect of the Purchaser.transaction contemplated by this Agreement;
(d) The CSE transactions contemplated by the Share Purchase Agreement dated October 11, 2019 between Illium Capital Corp., as purchaser, and the Purchaser, as seller (as amended by the Amending Agreement dated December 30, 2019 and as may be further amended from time to time) shall have approved (or conditionally approved) for listing and posting for trading closed to the Common Shares issued pursuant to Section 2.3(a) and the Common Shares issuable upon exchange of any NVPS, subject only to satisfaction by the Purchaser of customary post-closing conditions imposed by the CSE in similar circumstances.Seller’s satisfaction; and
(e) The Purchaser shall have received Shareholder Approval.
(f) The Purchaser shall have received CSE Approval.
(g) No action or proceeding shall be pending or threatened by any Person (other than the Purchaser, the Seller, any Corporation or any of their respective Affiliates) in any jurisdiction, to enjoin, restrict or prohibit any of the transactions contemplated by this Agreement.
(h) The Purchaser shall have delivered or caused to be delivered to the Seller the following:
(i) a certified copies of: (A) the articles and by-laws copy of the Purchaser, amended to create the NVPS; (B) resolutions of the shareholders or the board of directors of the Purchaser, as applicable, Purchaser authorizing and approving the entering into execution and completion delivery of this Agreement, the other Transaction Agreements and the transactions contemplated by this Agreementtherein;
(ii) the Closing Purchase Price; and and
(Ciii) a list release from the Purchaser and each of its officers and directors authorized to sign agreements together with their specimen signatures; all the Directors which: (A) is effective as of the Closing Date, (B) is in form and substance satisfactory to the Seller, acting reasonably;
, and (iiC) releases in favour fully and finally releases, acquits and forever discharges each of the Persons referred to in Section 6.2(i)(vii) and Funds, the Seller from the applicable Corporations substantially in the form set out in Schedule D heretoand each of their respective employees, with such amendments thereto as may be acceptable to the Parties;
directors, officers, advisors and representatives (iii) a certificate of status, compliance or like certificate with respect to the Purchaser issued by the appropriate government official of its jurisdiction of incorporation;
(iv) the Common Shares and the NVPS contemplated by Section 2.3; and
(v) a duly executed copy of the Prepayment Amounts Notecollectively, the Restated Convertible Note“Seller’s Released Parties”) from any and all actual or potential liabilities, debts, demands, actions, causes of action, and any and all other claims of whatever kind, in each case in connection with the SISP, the Cunning Operations AgreementTransactions, the Exchange AgreementIndentures, the Services Agreement(s) Purchased Debt and/or the Strategic Review Process, and the Coattail Agreementany steps taken in connection therewith.
Appears in 1 contract
Samples: Debt Repurchase Agreement
Conditions in Favour of the Seller. The obligation of the Seller to complete the transactions contemplated in this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of the Seller and may be waived, in whole or in part, by the Seller in its sole discretion:
(a) The representations and warranties of the Purchaser and Purchaser Parent contained in this Agreement and in any Acquisition Agreement that are qualified as to which it is a party materiality shall be true and correct on in all respects as of the Closing Date with the same force and effect as if such representations and warranties had been made on the Closing Date. The remaining representations and warranties of the Purchaser and the Purchaser Parent contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if such date representations and warranties had been made on the Closing Date and the Purchaser shall have executed and delivered a certificate of a senior officer to that effectof each of the Purchaser and the Purchaser Parent confirming the foregoing.
(b) The Purchaser shall have fulfilled, performed or complied with in all material respects all covenants contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled, performed or complied with by it at or prior to Closing and the Purchaser shall have executed and delivered a certificate of a senior officer to that effect.
(c) Since the date of the LOI, there shall not have occurred a Material Adverse Change in respect of the Purchaser.
(d) The CSE shall have approved (or conditionally approved) for listing and posting for trading the Common Shares issued pursuant to Section 2.3(a) and the Common Shares issuable upon exchange of any NVPS, subject only to satisfaction by the Purchaser of customary post-closing conditions imposed by the CSE in similar circumstances.
(e) The Purchaser shall have received Shareholder Approval.
(f) The Purchaser shall have received CSE Approval.
(g) No action or proceeding shall be pending or threatened by any Person (other than the Purchaser, the Seller, any Corporation Seller or any of their respective Affiliatesaffiliates) in any jurisdiction, to enjoin, restrict or prohibit (i) any of the transactions contemplated by this Agreement, or (ii) the right of the Seller to sell the Purchased Assets or transfer the Assumed Liabilities.
(d) No Governmental Authority shall have enacted, issued or promulgated any Law which has the effect of (i) making any of the transactions contemplated by this Agreement illegal, or (ii) otherwise prohibiting, preventing or restraining the consummation of any of the transactions contemplated by this Agreement.
(he) The conditions precedent to the R&W Insurance Policy shall have been satisfied such that the R&W Insurance Policy shall be issued with effect as of the Closing Date.
(f) The Consent and No Interest Letters shall have been obtained.
(g) The Purchaser or the Purchaser Parent, as applicable, shall have delivered or caused to be delivered to the Seller the following:
(i) a certified copy of the resolution of the board of directors of the Purchaser Parent approving the entering into of this Agreement;
(ii) certified copies of: of (A) the articles and by-laws of the Purchaser, amended to create the NVPS; (B) resolutions of the shareholders or the board of directors of the Purchaser, as applicable, Purchaser approving the entering into and completion of the transactions contemplated by this Agreement; , and (C) a list of its officers and directors authorized to sign agreements together with their specimen signatures; , all in form and substance satisfactory to the Seller, acting reasonably;
(ii) releases in favour of the Persons referred to in Section 6.2(i)(vii) and the Seller from the applicable Corporations substantially in the form set out in Schedule D hereto, with such amendments thereto as may be acceptable to the Parties;
(iii) a certificate of status, compliance or like certificate with respect to the Purchaser issued by the appropriate government official of its jurisdiction of incorporation;
(iv) all necessary conveyances, assignments and assumption agreements evidencing the Common Shares assumption by the Purchaser of the Assumed Liabilities;
(v) copies of the offer of employments delivered pursuant to Section 8.2;
(vi) an agreement to assign each of the Leases to the Purchaser, in each case executed by the Purchaser and landlord under each Lease, in form and substance satisfactory to the Seller, acting reasonably;
(vii) the General Conveyance and Assumption of Liabilities Agreement executed by the Purchaser;
(viii) the Escrow Agreement duly executed by the Purchaser;
(ix) the Non-Competition Agreement duly executed by the Purchaser Parent and the NVPS contemplated Purchaser;
(x) the Master Services Agreements duly executed by Section 2.3the Purchaser; and
(vxi) a the Transition Services Agreement duly executed copy of by the Prepayment Amounts Note, the Restated Convertible Note, the Cunning Operations Agreement, the Exchange Agreement, the Services Agreement(s) and the Coattail AgreementPurchaser.
Appears in 1 contract
