CONDITIONS PRECEDENT TO COMPANY'S OBLIGATIONS. Each and every obligation of Company to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following conditions:
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATIONS. The obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions, all or any of which may be waived, in whole or part, by the Company:
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATIONS. The obligations of Company to issue the Notes under Section 2.1 of this Agreement are subject to the fulfillment on or before the Closing Date of each of the following conditions, the waiver of which shall not be effective against Holders if they do not consent thereto:
(a) All representations and warranties made by any Holder in Article VI shall be true in all respects on and as of the date of such Loan as if such representations and warranties had been made as of the date of such Loan, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Required Holders and Administrative Agent.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting any Holder, or any Affiliate of Holder or threatened before any court, governmental agency or arbitrator that purports to affect the legality, validity or enforceability of any Note Document delivered on the Closing Date or the consummation of the transactions contemplated thereby.
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATIONS. Notwithstanding the provisions of Article 1, the Company shall be obligated to perform the acts contemplated for performance by it under Article 1 only if each of the following conditions is satisfied at or prior to the Closing Date, unless any such condition is waived in writing by the Company:
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATIONS. The obligations of Company hereunder are subject to the performance by Xxxxxxxx of its obligations hereunder and to the satisfaction of the following conditions precedent, unless expressly waived in writing by Company with respect to a particular closing (which waiver may be given or withheld in Company's sole discretion and any such waiver shall apply solely to the closing specified by Company and shall not obligate Company to provide any subsequent waiver): on each Closing Date, (i) the representations and warranties made by Xxxxxxxx in this Agreement shall be true and correct; (ii) Xxxxxxxx shall have complied fully with all the covenants and agreements in this Agreement; and (iii) Company shall have received on each such date a certificate of an appropriate officer of Xxxxxxxx dated such date and to such effect.
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATIONS. The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the fulfillment or express written waiver of the following conditions on or prior to the Closing Date:
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATIONS. The obligations of the Company on the Closing Date as provided in Section 1(a) shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions precedent, any one or more of which may be waived by the Company.
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATIONS. 43 7.1. Representations and Warranties True on the Closing Date........................................................... 44 7.2.
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATIONS. The obligations of the Company to complete the Transaction as contemplated hereunder shall be subject to the satisfaction of, or compliance with, at or before the Closing Date (or such other date as specified below), each of the following conditions precedent (each of which is hereby acknowledged to be for the exclusive benefit of the Company, and may be waived by it in writing, in whole or in part, on or before the Closing Date):
(a) the Company shall, on or before the Closing Date have received from CanaFarma and the CanaFarma Shareholders (as applicable) all other documents and instruments as the Company may reasonably request for the purpose of effecting the Transaction in accordance with the terms of this Agreement;
(b) the Company shall be satisfied that, upon Closing, all regulatory requirements have been or are capable of being satisfied, including satisfaction of the Minimum Listing Requirements of the CSE and any other requirement of the CSE;
(c) the representations, warranties and covenants of CanaFarma made in or pursuant to this Agreement, shall be true and correct in all material respects as at the Closing Date and with the same effect as if made at and as of the Closing Date (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted hereby that are not materially adverse and arise in the ordinary course of business); and the Company shall have received a certificate of CanaFarma dated the Closing Date in form satisfactory to the Company's solicitors, acting reasonably, certifying the truth and correctness in all material respects of the representations, warranties and covenants of CanaFarma set out in this Agreement;
(d) CanaFarma and the CanaFarma Shareholders shall have performed and complied with all agreements and conditions required by this Agreement to be performed and complied with by them prior to or on the Closing Date;
(e) there shall be a total of 148,487,000 CanaFarma Shares issued and outstanding and, except for the CanaFarma Shares to be issued pursuant to ongoing capital raising activities on the part of CanaFarma (which shall be summarized and disclosed to the Company), no other shares issued and outstanding and there shall be no other shares of any class or series and no other options, rights, warrants, instruments or entitlements exercisable into any class of shares of CanaFarma;
(f) at the Closing Date, there shall have been no material ad...
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATIONS. The obligations of the Company hereunder are subject to satisfaction (or written waiver) at or prior to the Closing of the following conditions:
(a) The Company and the Purchasers shall have executed the Registration Rights Agreement;
(b) All acts or covenants required hereunder to be performed by the Purchasers at or prior to the Closing shall have been fully performed by them; and
(c) No action, suit, investigation or proceeding shall be pending or threatened before any court or Governmental Agency to restrain, prohibit, collect damages as a result of or otherwise challenge this Agreement or any of the Related Documents or any transaction contemplated hereby or thereby and all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Act relating to the transactions contemplated hereby will have expired or terminated early.
