Conditions Precedent for the Purchaser. The obligation of the Purchaser to proceed with the Acquisition will be subject to the satisfaction by the Seller and/or the Vendors or written waiver by the Purchaser of the following conditions (the “Purchaser’s Conditions Precedent”) within the time set forth in the Formal Agreement:
a) the Purchaser reviewing and approving all materials in the possession and control of the Seller and the Vendors which are germane to the decision of the Purchaser to proceed with the Acquisition;
b) the Purchaser and its advisors having had a reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and both the Purchaser and its advisors being satisfied with the results of such due diligence;
c) the Seller providing to the Purchaser, and the Purchaser and its accountant having had a reasonable opportunity to review, audited financial statements of the Seller for each of the last two fiscal years completed prior to the Closing, prepared in accordance with United States generally accepted accounting principles by independent accountants registered with both the Canadian Public Accounting Board and the United States Public Company Accounting Oversight Board, and unaudited financial statements for the Seller’s most recent interim financial period prior to the Closing, if any, and both the Purchaser and its accountant being satisfied with the content of such financial statements;
d) the Purchaser having received a legal opinion from counsel for the Seller with respect to the Seller and its securities, in a form reasonably satisfactory to counsel for the Purchaser;
e) the Purchaser obtaining all necessary governmental, regulatory and court consents, waivers and approvals (including antitrust clearance to the extent applicable);
f) the Seller obtaining the consent of any parties from whom consent to the Acquisition is required;
g) the Seller and the Vendors complying with all pre-Closing covenants to be set out in the Formal Agreement and the continuing accuracy in all material respects of the representations and warranties of the Seller and the Vendors as contained therein at Closing;
h) the Seller’s liabilities, determined in accordance with United States generally accepted accounting principles, not exceeding $100,000, excluding any credit facility against inventory or receivables of the Seller;
i) no material adverse change having occurred in connection with the business o...
Conditions Precedent for the Purchaser. The obligation of the Purchaser to purchase the Preferred Shares and close the transactions contemplated hereby on the Closing Date is subject to the following conditions.
Conditions Precedent for the Purchaser. The obligations of the Purchaser to consummate the Closing under Section 2.6 are subject to the satisfaction of the following conditions, unless waived in writing by the Purchaser on or prior to the Closing Date:
(a) all of the representations and warranties of the Selling Shareholder contained in Article III shall be true and correct in all material respects (other than the representations and warranties set forth in Section 3.1 and Section 3.2, which shall be true and correct in all respects) on and as of the date hereof and on the Closing Date;
(b) the Selling Shareholder has performed all of its obligations contained in this Agreement that are to be performed prior to the Closing in all material respects; and
(c) no provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, shall prohibit the consummation of the Closing.
Conditions Precedent for the Purchaser. The obligations of the Purchaser to consummate the Closing under Section 2.6 are subject to the satisfaction of the following conditions, unless waived in writing by the Purchaser on or prior to the Closing Date:
(a) all of the representations and warranties of the Selling Shareholder contained in Article III shall be true and correct in all material respects (other than the representations and warranties set forth in Section 3.1 and Section 3.2, which shall be true and correct in all respects) on and as of the date hereof and on the Closing Date;
(b) the Selling Shareholder has performed all of its obligations contained in this Agreement that are to be performed prior to the Closing in all material respects;
(c) since the Execution Date there shall not have been any Material Adverse Event;
(d) the Common Stock shall have continued to be listed and traded on the Nasdaq Capital Market;
Conditions Precedent for the Purchaser. 5.01 The purchase and sale of the Shares is subject to:
(a) satisfactory review of all matters which, in the opinion of counsel for the Purchaser, are of material significance to the Purchaser with respect to the completion of the purchase and sale of the Shares, including, but without limiting the generality of the foregoing, any searches which counsel for the Purchaser chooses to conduct;
(b) execution of all reasonable documentation as required by counsel for the Purchaser to complete the purchase and sale of the Shares;
(c) on the Closing Date, the representations and warranties of the Vendor contained in this Agreement will be true and correct as if made on and as of the Closing Date.
5.02 The conditions precedent or any one or part of them are for the sole benefit of the Purchaser and will be removed or may be partially or wholly waived by written notice of such waiver by the Purchaser to the Vendor.
Conditions Precedent for the Purchaser. The obligations of the Purchaser to consummate the Closing under Section 2.6 are subject to the satisfaction of the following conditions, unless waived in writing by the Purchaser on or prior to the Closing Date:
(a) all closing conditions under the Merger Agreement shall have been satisfied or waived and the closing of the Merger shall occur in accordance with the terms of the Merger Agreement immediately after the Closing;
(b) all of the representations and warranties of the Selling Shareholders contained in Article III shall be true and correct in all material respects (other than the representations and warranties set forth in Section 3.1 and Section 3.2, which shall be true and correct in all respects) on and as of the date hereof and on the Closing Date;
(c) the Selling Shareholders have performed all of their obligations contained in this Agreement that are to be performed prior to the Closing in all material respects; and
(d) no provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, shall prohibit the consummation of the Closing.
Conditions Precedent for the Purchaser. The obligation of the Purchaser to purchase the Assets will be subject to satisfaction or written waiver by the Purchaser of the following condition(s) (the "Conditions Precedent") within five (5) days after execution and delivery of the Formal Agreement: · the Purchaser and its solicitors having had a reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to that contemplated herein and that both the solicitors and the Purchaser are satisfied with the results of such due diligence; · the Purchaser obtaining the consent from any parties from whom consent to the transfer of the Assets is required; · no material adverse change having occurred in connection with the Assets prior to Closing; · no legal proceedings pending or threatened to enjoin, restrict or prohibit the transactions contemplated in this Letter of Intent;
· a satisfactory legal opinion being available from Vendor's counsel; · satisfactory review of title to the Assets; · execution of the Formal Agreement by the Vendor; and · approval of the Board of Directors of the Vendor being obtained. It would be the expectation of the Purchaser that many of the Conditions Precedent will be narrowed or eliminated altogether as the Purchaser completes its due diligence and the Formal Agreement and schedules thereto are finalized.
Conditions Precedent for the Purchaser. The obligations of the Purchaser to consummate the Closing under Section 2.6 are subject to the satisfaction of the following conditions, unless waived in writing by the Purchaser on or prior to the Closing Date:
(a) all of the representations and warranties of the Selling Shareholder contained in Article III shall be true and correct in all material respects (other than the representations and warranties set forth in Section 3.1, Section 3.2 and Section 3.3, which shall be true and correct in all respects) on and as of the date hereof and on the Closing Date;
(b) the Selling Shareholder has performed all of its obligations contained in this Agreement that are to be performed prior to the Closing in all material respects;
(c) no provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, shall prohibit the consummation of the Closing; and
(d) the Selling Shareholder shall have delivered to the Purchaser a duly executed letter of resignation, in form and substance reasonably satisfactory to the Purchaser and effective as of the Closing, of the Selling Shareholder’s representative on the board of directors of the Company resigning from such board (the “Resignation”).
Conditions Precedent for the Purchaser. The Purchaser’s obligation to purchase the Aircraft from the Seller under the Agreement is subject to, among others, the satisfaction of the following conditions precedent:
Conditions Precedent for the Purchaser. The Purchaser’s obligation to accept delivery of such stock certificates and to pay for the Shares evidenced thereby shall be subject to the following conditions:
(a) each of the representations and warranties of the Seller made herein shall be accurate in all material respects as of the Closing Date;
(b) the fulfillment of those undertakings of the Seller to be fulfilled prior to Closing;
(c) the Common Stock shall not have been suspended, as of the Closing Date, by the Securities and Exchange Commission (the “Commission”) or the Nasdaq Stock Market (“NASDAQ”) from trading on NASDAQ nor shall suspension by the Commission or NASDAQ have been threatened, as of the Closing Date, either (A) in writing by the Commission or NASDAQ or (B) by falling below the minimum listing maintenance requirements of NASDAQ; and
(d) since the date hereof, there shall not be any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or its subsidiaries, the Seller (or its affiliates), the Purchaser (or its affiliates) or the transactions contemplated by this Agreement, by any insurance regulatory authorities which imposes any restriction or condition on the Company or its subsidiaries, the Seller or any of its affiliates, or the Purchaser or any of its affiliates that is materially and unreasonably burdensome on the Company’s business following the Closing or on the Seller or the Purchaser (or any of their respective affiliates) or would reduce the economic benefits of the transactions contemplated by this Agreement to the Purchaser to such a degree that the Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date hereof.
