Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing:
(a) TargetCo will have tendered all closing deliveries set forth in Sections 4.03, including delivery of the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers;
(b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicable;
(c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing;
(d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo;
(e) the representations and warranties of TargetCo set forth in this Agreement will have been true and correct as of the date hereof and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchaser;
(f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo at or before the Time of Closing will have been complied with or performed and a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchaser;
(g) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo and the Transaction, acting reasonably;
(h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis;
(i) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo;
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Conditions of Closing in Favour of the Purchaser. The sale and purchase of the Purchased Shares is subject to the following terms and conditions for the exclusive benefit of the Purchaser, to be fulfilled or performed at or prior to the Time of Closing:
Conditions of Closing in Favour of the Purchaser. The obligation of the Purchaser to complete the Transactions is subject to the fulfillment, performance and satisfaction of, or compliance with, each of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Purchaser and may be waived by the Purchaser in whole or in part).
Conditions of Closing in Favour of the Purchaser. The sale and purchase of the Purchased Shares is subject to the following terms and conditions for the exclusive benefit of the Purchaser, to be fulfilled or performed, unless otherwise indicated, at or prior to the Time of Closing:
Conditions of Closing in Favour of the Purchaser. The obligation of the Purchaser to purchase and pay for the Debentures to be sold to the Purchaser at the Closing is subject to the following conditions precedent for the exclusive benefit of the Purchaser to be fulfilled and/or performed prior to the Time of Closing:
Conditions of Closing in Favour of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the satisfaction and fulfillment at or prior to the Closing Date of each of the following conditions:
Conditions of Closing in Favour of the Purchaser. In addition to the conditions set out in sections 3.6 and 3.7 of the Purchase Agreement, the obligations of the Purchaser to purchase the Option Shares in respect of which the Option is exercised is conditional upon satisfaction of each of the following conditions (each of which is solely for the benefit of the Purchaser or its assigns and may be waived by the Purchaser or its assigns at any time and from time to time):
(a) CRTC Approval shall have been obtained;
(b) the representations and warranties made by the Vendors in Section 7 hereof and in sections 4.1(a), (b), (c) and (i) of the Purchase Agreement shall be true and correct in all material respects at the Option Closing, with the same force and effect as if such representations and warranties were made at and as of such time (except that the representations and warranties set forth in Sections 7(c) and (d) hereof shall be made as of the specific dates and times and subject to the assumptions set forth therein); and
(c) each of the Vendors shall have complied with or performed in all material respects their covenants herein and in the Purchase Agreement to be complied with or performed on or prior to the Option Closing.
Conditions of Closing in Favour of the Purchaser. The completion of the exchange of the Purchased Shares for the Units is subject to the following terms and conditions, to be fulfilled or performed at or prior to Closing:
Conditions of Closing in Favour of the Purchaser. The obligation of the Purchaser to complete the sale and purchase of the DMR Shares is subject to the following terms and conditions for the exclusive benefit of the Purchaser, to be fulfilled or performed at or prior to the Closing Time or waived in whole or in part by the Purchaser at its sole discretion without prejudice to any rights the Purchaser may otherwise have:
Conditions of Closing in Favour of the Purchaser. The obligation of the Purchaser to complete the sale and purchase of the MOB Shares is subject to the following terms and conditions for the exclusive benefit of the Purchaser, to be fulfilled or performed at or prior to the Closing Time or waived in whole or in part by the Purchaser at its sole discretion without prejudice to any rights the Purchaser may otherwise have:
