Common use of CONDITIONS OF CLOSINGS Clause in Contracts

CONDITIONS OF CLOSINGS. 9.1 The obligations of the Agent on the Closing will be conditional upon the following: (a) the Issuer having taken all necessary corporate action to be able to validly create, issue and sell the Shares and Agent's Warrants to be issued at the Closing and, the Agent's Warrant Shares to be issued pursuant to the Agent's Warrants; (b) the Issuer having made all necessary filings, if any, and obtained all necessary approvals, if any, in the Selling Jurisdictions, required before such Closing in order to issue and sell the Shares to the Purchasers and to ensure that such issuance and sale will not be subject to the registration and prospectus requirements of the Applicable Legislation; (c) the Issuer's outstanding common shares being listed and posted for trading on the NASD Over The Counter Bulletin Board; (d) the Agent being satisfied, in its sole discretion, with the results of its investigation of the business and affairs of the Issuer and BMB; (e) the Issuer having delivered to the Agent and its solicitors at each Closing a favourable opinion of the Issuer's solicitors dated as of the date of the Closing, as to all legal matters reasonably requested by the Agent relating to the incorporation of the Issuer and its business and the creation, issuance and sale of the Securities, satisfactory in form and substance to the Agent; (f) the Issuer having delivered to the Agent and its solicitors at each Closing such certificates of its officers and other documents relating to the Private Placement or the affairs of the Issuer as the Agent or its solicitors may reasonably request, satisfactory in form and substance to the Agent; (g) each representation and warranty of the Issuer herein being true, and the Issuer having performed or complied with all of its covenants, agreements and obligations hereunder; (h) receipt of all required regulatory approval for or acceptance of the Private Placement; (i) the removal or partial revocation of any cease trading order or trading suspension made by any competent authority to the extent necessary to complete the Private Placement; and (j) the Agent being satisfied, in its sole discretion, that the transactions contemplated by the Merger Agreement have been completed. 9.2 The conditions set out in Subsection 9.1 are for the sole benefit of the Agent and may be waived by the Agent in whole or in part.

CONDITIONS OF CLOSINGS. 9.1 The obligations of the Agent Agents and the obligations of the Purchasers under the Subscription Agreements on the each Closing will be conditional upon subject always to the following: (a) receipt by the Issuer having taken all necessary corporate action Agents of subscriptions for a minimum of 1,230,770 Special Warrants on or before June 30, 1999. The Agents will hold subscriptions and subscription funds pending receipt of subscriptions for such number of Special Warrants. If subscriptions for 1,230,770 Special Warrants have not been received by the Agents on or before June 30, 1999, no Closing will take place and the Agents will return subscriptions and subscription funds to be able to validly createsubscribers, issue and sell the Shares and Agent's Warrants to be issued at the Closing andwithout interest, the Agent's Warrant Shares to be issued pursuant to the Agent's Warrantspenalty or other deduction; (b) the Issuer having made will take all necessary filings, if any, and obtained all necessary approvals, if any, in the Selling Jurisdictions, required before such Closing corporate action in order to validly, issue and sell the Special Warrants, the Shares, the Warrants and the Warrant Shares to the Purchasers and to ensure that such issuance the Agents' Special Warrants, the Agents' Warrants and sale will not be subject the Agents' Warrant Shares to the registration and prospectus requirements of the Applicable LegislationAgents; (c) the Issuer's outstanding common shares being listed Issuer will make all necessary filings and posted for trading on obtain all necessary approvals of the NASD Over The Counter Bulletin BoardRegulatory Authorities, subject only to conditions imposed by the rules and policies of the Exchange, to issue and sell the Special Warrants to the Purchasers and the Agents' Special Warrants to the Agents; (d) the Agent being satisfied, in its sole discretion, with the results of its investigation issue and sale of the business Special Warrants and affairs the Agents' Special Warrants will be exempt from the prospectus requirement of the Issuer Acts and BMBthe registration requirement of the 1933 Act; (e) the issue of Units upon exercise of the Special Warrants, the issue of Warrant Shares upon exercise of the Warrants, and the issue of Agents' Warrant Shares upon exercise of the Agents' Warrants, will be exempt from the prospectus requirement of the Acts and the registration requirement of the 1933 Act; (f) the Issuer having delivered will deliver to the Agent Agents and its their solicitors at each Closing a favourable opinion opinions of the Issuer's Canadian and United States solicitors dated as of the date of such Closing, in form and substance acceptable to the ClosingAgents and their solicitors, acting reasonably, as to all legal matters reasonably requested by the Agent Agents relating to the incorporation business of the Issuer and its business and the creation, issuance and sale of the Securities, satisfactory in form and substance to the Agent; (fg) the Issuer having delivered will deliver to the Agent Agents and its their solicitors at each Closing such certificates other certificates, comfort letters or opinions of its officers and auditors or other experts or other documents relating to the Private Placement or the affairs of the Issuer as the Agent or its Agents and their solicitors may reasonably request, satisfactory in form and substance to the Agent;; and (gh) each representation and warranty of the Issuer herein being shall be true, and the Issuer having performed will perform or complied comply with all of its covenants, agreements covenants and obligations hereunder;. 9.2 Each Closing and the obligations of the Issuer and the Agents to complete the issue and sale of the Securities are subject to: (ha) receipt of all required regulatory approval for or acceptance of the Private Placement; (ib) compliance by the Issuer with all relevant statutory and regulatory requirements in connection with the Private Placement; and (c) the removal or partial revocation of any cease trading order or trading suspension made by any competent authority to the extent necessary to complete the Private Placement; and (j) the Agent being satisfied, in its sole discretion, that the transactions contemplated by the Merger Agreement have been completed. 9.2 The conditions set out in Subsection 9.1 are for the sole benefit of the Agent and may be waived by the Agent in whole or in part.

CONDITIONS OF CLOSINGS. 9.1 The obligations of the Agent on the each Closing will be conditional upon the following: (a) the Issuer having taken will take all necessary corporate action to be able in order to validly create, issue and sell the Shares Special Warrants to the Purchasers and the Agent's Special Warrants and the Agent's Warrants to be issued at and the Closing and, the Agent's Warrant Corporate Finance Shares to be issued pursuant to the Agent's Warrants; (b) the Issuer having made will make all necessary filings, if any, filings and obtained obtain all necessary approvalsapprovals of the Regulatory Authorities, if anysubject only to conditions imposed by the rules and policies of the Exchange, in the Selling Jurisdictions, required before such Closing in order to issue and sell the Shares Special Warrants to the Purchasers and to ensure that such issuance the Agent's Special Warrants and sale will not be subject the Corporate Finance Shares to the registration and prospectus requirements of the Applicable LegislationAgent; (c) the issue and sale of the Special Warrants, the Agent's Special Warrants and the Corporate Finance Shares will be exempt from the prospectus requirement of the Acts and the registration requirement of the 1933 Act; (d) the issue of Shares upon exercise of the Agent's Warrants will be exempt from the prospectus requirement of the Acts and the registration requirement of the 1933 Act; (e) the Issuer's outstanding common shares being will be listed and posted for trading on the NASD Over The Counter Bulletin BoardExchange and the American Stock Exchange, and the Shares and the Corporate Finance Shares will be accepted for listing on the Exchange and the American Stock Exchange, subject only to conditions which may only be fulfilled after Closing; (d) the Agent being satisfied, in its sole discretion, with the results of its investigation of the business and affairs of the Issuer and BMB; (ef) the Issuer having delivered will deliver to the Agent and its solicitors at each Closing a favourable opinion opinions of the Issuer's Canadian and United States solicitors dated as of the date of such Closing, in form and substance acceptable to the ClosingAgent and its solicitors, acting reasonably, as to all legal matters reasonably requested by the Agent relating to the incorporation business of the Issuer and its business and the creation, issuance and sale of the Securities, satisfactory in form and substance to the Agent; (fg) the Issuer having delivered will deliver to the Agent and its solicitors at each Closing such certificates other certificates, comfort letters or opinions of its officers and auditors or other experts or other documents relating to the Private Placement or the affairs of the Issuer as the Agent or and its solicitors may reasonably request; (h) the directors of the Issuer will pass a resolution, satisfactory in form and substance to the Agent;Agent and its solicitors, with respect to certain corporate governance matters; and (gi) each representation and warranty of the Issuer herein being shall be true, and the Issuer having performed will perform or complied comply with all of its covenants, agreements covenants and obligations hereunder;. 9.2 Each Closing and the obligations of the Issuer and the Agent to complete the issue and sale of the Securities are subject to: (ha) receipt of all required regulatory approval for or acceptance of the Private Placement;; and (ib) the removal or partial revocation of any cease trading order or trading suspension made by any competent authority to the extent necessary to complete the Private Placement; and (j) the Agent being satisfied, in its sole discretion, that the transactions contemplated by the Merger Agreement have been completed. 9.2 The conditions set out in Subsection 9.1 are for the sole benefit of the Agent and may be waived by the Agent in whole or in part.

CONDITIONS OF CLOSINGS. 9.1 11.1 The obligations of the Agent Agents on the Closing will be conditional upon the following: (a) on the Closing, the Issuer having taken all necessary corporate action to be able to validly create, issue and sell the Shares and Agent's Warrants to be issued at the Closing and, the Agent's Warrant Shares to be issued pursuant to the Agent's Warrants; (b) the Issuer having made all necessary filings, if any, and obtained all necessary approvals, if any, in the Selling Jurisdictions, required before such Closing in order to issue and sell the Shares to the Purchasers and to ensure that such issuance and sale will not be subject to the registration and prospectus requirements of the Applicable Legislation; (c) the Issuer's outstanding common shares being listed and posted for trading on the NASD Over The Counter Bulletin Board; (d) the Agent being satisfied, in its sole discretion, with the results of its investigation of the business and affairs of the Issuer and BMB; (e) the Issuer having have delivered to the Agent Agents and its solicitors at each Closing their solicitor a favourable opinion of the Issuer's solicitors ’s solicitor dated as of the date of the Closing, in a form acceptable to the Agents and their solicitor as to all legal matters reasonably requested by the Agent Agents relating to the incorporation business of the Issuer and its business and the creation, issuance and sale of the Securities, satisfactory in form and substance to the Agent; (fb) on the Closing, the Issuer having will have delivered to the Agent Agents and its solicitors at each Closing their solicitor such certificates of its officers and experts and other documents relating to the Private Placement or the affairs of the Issuer as the Agent Agents or its solicitors their solicitor may reasonably request, satisfactory in form and substance to the Agent; (gc) each representation and warranty of the Issuer herein being which is contained in this Agreement continues to be true, and the Issuer having has performed or complied with all of its covenants, agreements and obligations hereunderunder this Agreement; (hd) no Commission has advised the Issuer in writing that its securities are not eligible for the four month hold period provided for in NI 45-102; and (e) an opinion of Xxxxxx & Xxxxxxx LLP, the Issuer’s United States special securities law counsel, in form acceptable to the Agents and their counsel, to the effect that the offer and sale of Units to U.S. Purchasers, if completed in compliance with this Agreement, is not required to be registered under the U.S. Securities Act. 11.2 The Closing and the obligations of the Issuer and the Agents to complete the issue and sale of the Securities are subject to: (a) receipt of all required regulatory approval for or acceptance of the Private Placement; (ib) the closing of the Strategic Investment; and (c) the removal or partial revocation of any cease trading order or trading suspension made by any competent authority to the extent necessary to complete the Private Placement; and (j) the Agent being satisfied, in its sole discretion, that the transactions contemplated by the Merger Agreement have been completed. 9.2 The conditions set out in Subsection 9.1 are for the sole benefit of the Agent and may be waived by the Agent in whole or in part.

CONDITIONS OF CLOSINGS. 9.1 The obligations of the Agent on the Closing will be conditional upon the following: (a) the Issuer having taken all necessary corporate action to be able to validly create, issue and sell the Shares and Agent's Warrants to be issued at the Closing and, the Agent's Warrant Shares to be issued pursuant to the Agent's Warrants; (b) the Issuer having made all necessary filings, if any, and obtained all necessary approvals, if any, in the Selling Jurisdictions, required before such Closing in order to issue and sell the Shares to the Purchasers and to ensure that such issuance and sale will not be subject to the registration and prospectus requirements of the Applicable Legislation; (c) the Issuer's outstanding common shares being listed and posted for trading on the NASD Over The Counter Bulletin BoardNASD; (d) the Agent being satisfied, in its sole discretion, with the results of its investigation of the business and affairs of the Issuer and BMBIssuer; (e) the Issuer having delivered to the Agent and its solicitors at that Closing and each previous Closing a (if any) favourable opinion opinions of the Issuer's solicitors dated as of the date of the Closing, as to all legal matters reasonably requested by the Agent relating to the incorporation of the Issuer and its business and the creation, issuance and sale of the Securities, satisfactory in form and substance to the Agent; (f) the Issuer having delivered to the Agent and its solicitors at that Closing and each previous Closing (if any) such certificates of its officers and other documents relating to the Private Placement or the affairs of the Issuer as the Agent or its solicitors may reasonably request, satisfactory in form and substance to the Agent; (g) each representation and warranty of the Issuer herein being true, and the Issuer having performed or complied with all of its covenants, agreements and obligations hereunder; (h) receipt of all required regulatory approval for or acceptance of the Private Placement;; and (i) the removal or partial revocation of any cease trading order or trading suspension made by any competent authority to the extent necessary to complete the Private Placement; and (j) the Agent being satisfied, in its sole discretion, that the transactions contemplated by the Merger Agreement have been completed. 9.2 The conditions set out in Subsection 9.1 are for the sole benefit of the Agent and may be waived by the Agent in whole or in part.

CONDITIONS OF CLOSINGS. 9.1 12.1 The obligations of the Agent Agents on the each Closing Day will be conditional upon the following: (a) on each Closing Day, the Issuer having taken all necessary corporate action to be able to validly create, issue and sell the Shares and Agent's Warrants to be issued at the Closing and, the Agent's Warrant Shares to be issued pursuant to the Agent's Warrants; (b) the Issuer having made all necessary filings, if any, and obtained all necessary approvals, if any, in the Selling Jurisdictions, required before such Closing in order to issue and sell the Shares to the Purchasers and to ensure that such issuance and sale will not be subject to the registration and prospectus requirements of the Applicable Legislation; (c) the Issuer's outstanding common shares being listed and posted for trading on the NASD Over The Counter Bulletin Board; (d) the Agent being satisfied, in its sole discretion, with the results of its investigation of the business and affairs of the Issuer and BMB; (e) the Issuer having have delivered to the Agent Agents and its solicitors at each Closing their solicitor a favourable opinion of the Issuer's solicitors solicitor dated as of the date of such Closing, in a form acceptable to the ClosingAgents and their solicitors, acting reasonably, as to all legal matters reasonably requested by the Agent Agents relating to the incorporation business of the Issuer Issuer, corporate good standing and its business authority, compliance with Applicable Legislation, securities law exemptions and the creation, issuance and sale of the Securities, satisfactory in form and substance to the Agent; (fb) on each Closing Day, the Issuer having will have delivered to the Agent Agents and its solicitors at each Closing their solicitor such certificates of its officers and other documents relating to the Private Placement or the affairs of the Issuer as the Agent Agents or its their solicitors may reasonably request, satisfactory in form and substance to the Agent; (gc) each representation and warranty of the Issuer herein being which is contained in this Agreement continues to be true, and the Issuer having has performed or complied with all of its covenants, agreements and obligations hereunderunder this Agreement; (d) the Agents have completed due diligence on the Issuer, its business, management and properties, including verification of the Issuer's title and/or interest in material properties, to the satisfaction of the Agents; (e) the Issuer having provided the Agents with the form of shareholder resolution authorizing the increase in the Issuer's authorized capital and the form of Schedule 14C Information Statement related to the increase in the authorized capital, such forms being acceptable to the Agents, acting reasonably; (f) the entering into a lock up agreement by the management, directors and Bounty Developments Ltd. whereby such persons agree not to trade or otherwise deal with their securities in the Issuer until the Securities are free from resale restrictions in the United States and Canada and the increase in authorized capital has been effected; (g) the Issuer shall not have received notice from any applicable regulatory authority that it is in default of any material Applicable Legislation; (h) no order ceasing or suspending trading in the securities of the Issuer nor prohibiting the sale of such securities has been issued to the Issuer or its directors, officers or promoters and, to the best of the knowledge of the Issuer, no investigations or proceedings for such purposes are pending or threatened; and (i) no material adverse effect shall have occurred to the Issuer, its business or its properties; 12.2 On each Closing Day and the obligations of the Issuer and the Agents to complete the issue and sale of the Special Warrants are subject to: (a) receipt of all required regulatory approval for or acceptance of the Private Placement;; and (ib) the removal or partial revocation of any cease trading order or trading suspension made by any competent authority to the extent necessary to complete the Private Placement; and (j) the Agent being satisfied, in its sole discretion, that the transactions contemplated by the Merger Agreement have been completed. 9.2 The conditions set out in Subsection 9.1 are for the sole benefit of the Agent and may be waived by the Agent in whole or in part.