Conditions Precedent to Completion. 4.1 The obligation of the Purchaser to complete the purchase of the Sale Shares and the Note at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Purchaser; provided, however, that the conditions set forth in Sections 4.1(d) and 4.1(e) shall not be waived:
(a) the representations and warranties of the Seller remaining true and correct on the Completion Date as provided in Section 6;
(b) the Seller having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completion;
(c) the Seller having obtained the Seller Shareholders’ Approval;
(d) the Purchaser having obtained the Purchaser Shareholders’ Approval; and
(e) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Purchaser to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any statute, regulation or policy which would prohibit, materially restrict or delay the implementation of the transactions contemplated hereunder.
4.2 The obligation of the Seller to complete the sale of the Sale Shares and the Note at Completion is subject to the fulfillment, prior to or simultaneously with Completion, of the following conditions, any one or more of which may be waived in writing by the Seller; provided, however, that the conditions set forth in Sections 4.2(c) and 4.2(e) shall not be waived:
(a) the representations and warranties of the Purchaser remaining true and correct on the Completion Date as provided in Section 6;
(b) the Purchaser having performed and complied in all material respects with all of its agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completion;
(c) the Seller having obtained the Seller Shareholders’ Approval;
(d) the Purchaser having obtained the Purchaser Shareholders’ Approval; and
(e) there being no Governmental Authority or other Person that has (i) instituted or threatened any legal, arbitral or administrative proceedings or inquiry against the Seller to restrain, prohibit or otherwise challenge the transactions contemplated under this Agreement; or (ii) proposed or enacted any s...
Conditions Precedent to Completion. 3.1 Completion of the acquisition of the Telefónica Shares (either through subscription for new Telefónica Ordinary Shares or acquisition of the Telefónica Treasury Shares in exchange for the China Unicom Shares as provided in Clause 2.1) by China Unicom is conditional on the following Conditions being fulfilled (or, if applicable, waived) on or before the Long Stop Date:
3.1.1 the Telefónica Board having passed a resolution either to increase the Telefónica’s capital and to issue the Telefónica Shares (in the event Telefónica elects to proceed with Alternative A) or to contribute in kind the Telefónica Shares to China Unicom in exchange for the China Unicom Shares (in the event Telefónica elects to proceed with Alternative B);
3.1.2 all Telefónica Warranties being true and accurate as at the date of this Agreement and remaining so as at the Completion Date as if made on that date; and
3.1.3 there not having been any Material Adverse Change in respect of Telefónica or the Telefónica Group, and Telefónica having operated its business and the Telefónica Group’s business in the ordinary course of business, since the date of the last published consolidated accounts of Telefónica; and
3.1.4 all the Conditions set out in Clause 3.2 having been satisfied, or waived by Telefónica, as the case may be, in accordance with Clause 3.7.
3.2 Completion of the subscription for the China Unicom Shares by Telefónica is conditional on the following Conditions being fulfilled (or, if applicable, waived) on or before the Long Stop Date:
3.2.1 the listing of, and permission to deal in, all the China Unicom Shares having been granted by the Listing Committee of the Hong Kong Stock Exchange and such listing and permission not subsequently being revoked prior to the Completion Date;
3.2.2 all China Unicom Warranties being true and accurate as at the date of this Agreement and remaining so as at the Completion Date as if made on that date;
3.2.3 there not having been any Material Adverse Change in respect of China Unicom or the China Unicom Group, and China Unicom having operated its business and the China Unicom Group’s business in the ordinary course of business, since the last published consolidated accounts of China Unicom; and
3.2.4 all the Conditions set out in Clause 3.1 having been satisfied, or waived (other than the Condition set out in Clause 3.1.1) by China Unicom, as the case may be, in accordance with Clause 3.6.
3.3 Telefónica shall use all reasonable endeavours to a...
Conditions Precedent to Completion. Conditions Precedent to Obligation of NRGF
7.01 The obligation of NRGF to carry out the terms and conditions of this Agreement is subject to and conditional upon the fulfilment, on or before the Completion Date, of the following conditions:
(a) the representations and warranties of the Founders, HFR and MRREA set out in Article 5 shall be true and correct at and as of the Completion Date as if such representations and warranties were made at and as of the Completion Date;
(b) the Founders shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by the Founders on or before the Completion Date; and
(c) the Founders shall have delivered or caused to be delivered to NRGF or HFR and/or MRREA the documents and other items referred to in Section 8.02.
7.02 The obligation of NRGF to carry out the terms and conditions of this Agreement is subject to and conditional upon the fulfilment, on or before the Completion Date of a due diligence review of HFR and MRREA satisfactory to NRGF.
7.03 The conditions described in section 7.01 and 7.02 are conditions only to NRGF being required to complete the transactions contemplated by this Agreement and are not conditions to the existence of a binding agreement. If the conditions described in section 7.01 have not been satisfied or waived at or prior to the Completion Date, NRGF may elect not to complete.
7.04 All of the conditions precedent set out in section 7.01 and 7.02 are for the sole and exclusive benefit of NRGF and may be waived, in whole or in part, by notice in writing to the Founders. Subject to section 7.02, all such conditions precedent shall merge in the closing documents on Closing. Conditions Precedent to Obligation of the Founders
7.05 The obligation of the Founders, HFR and MRREA to carry out the terms and conditions of this Agreement is subject to and conditional upon the fulfilment, on or before the Completion Date of the following:
(a) the representations and warranties of NRGF set out in Articles 6 shall be true and correct at and as of the Completion Date as if such representation and warranties were made at and as of the Completion Date;
(b) NRGF having performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by NRGF on or before the Completion Date;
(c) NRGF, as the case may be, shall have delivered or caused to be delivered to HFR and MRREA or the ...
Conditions Precedent to Completion. Completion is conditional on each of the Conditions set out in Schedule 3 being fulfilled, or waived under clause 3.3, on or before 31 December 2016 or any other date agreed by the Sellers and the Buyer in writing.
Conditions Precedent to Completion. The Proprietor and MACS are only obliged to complete the transition if the following Conditions are satisfied or waived by the parties prior to Completion:
(a) the parties and the RCTC entering into the Right to Use Agreement contemplated at clause 12 of this agreement;
(b) the registration of the School under the Education and Training Reform Act 2006 (Vic) is granted to MACS as registered proprietor;
(c) any CRICOS, RTO or SEO registration(s) related to the School or the School Operation is transferred or novated to MACS;
(d) the Proprietor and MACS having obtained all possible Authorisations for the transition from all relevant State and Commonwealth Government departments – in particular with respect to the continuing provision of Government funding for the conduct of the School Operation;
(e) an Employment Offer having been made by MACS to all Employees; and
(f) all necessary consultation with all relevant unions in relation to the transition of the Transitioning Employees to MACS has been completed.
Conditions Precedent to Completion. The achievement by a Subject Project of Completion shall be subject to the satisfaction (or written waiver by Administrative Agent with the consent of the Majority Banks) of each of the following conditions precedent:
Conditions Precedent to Completion. The Borrower shall be deemed to have achieved “Completion” of the Project when each of the following conditions have been satisfied or waived:
Conditions Precedent to Completion. The obligations of the parties under the Agreement are conditional upon satisfaction or waiver of the following conditions:
Conditions Precedent to Completion. The Project shall not be deemed Completed unless and until the following conditions are satisfied: (a) Approval by Construction Consultant. Lender and Construction Consultant shall have received evidence reasonably acceptable to them, or otherwise be reasonably satisfied, that Completion of the Project has occurred.
Conditions Precedent to Completion. Completion of the Proposed Acquisition shall be subject to the satisfaction of all the following conditions precedent amongst others on or prior to the Completion Date:-
(a) if required, the requisite approval of the shareholders of BHG at an extraordinary general meeting having been obtained for the transactions contemplated in this SPA without undue or unreasonable delay;
(b) the completion of satisfactory legal and financial (including tax) due diligence exercise by the Purchaser on ZPA and its 50% shareholding in Z-Power Automation (Vietnam) Co. Ltd (“the Group”);
(c) the purchase and transfer of the Sale Shares upon the terms and conditions of the SPA not being prohibited or restricted by any statute, order, rule, regulation, directive, guideline or request (whether or not having the force of law) promulgated by any legislative, executive or regulatory body or authority of Singapore and any other jurisdictions;
(d) all approvals and consents from all relevant governmental, statutory, regulatory and other competent authorities in Singapore and any other relevant jurisdictions and any other third parties applicable to the Purchaser and/or any of the Vendors, in respect of the Proposed Acquisition;
(e) the due execution of a shareholders’ agreement between the Vendors (other than BHG) and the Purchaser;
(f) all necessary bank consents and other consents and other approvals having been obtained by the Group on terms and conditions reasonably acceptable to the Purchaser for the sale and purchase of the Sale Shares;
(g) there not having been at any time prior to or on Completion the occurrence of any of the following events:-
(i) liquidation, bankruptcy or insolvency of any entity within the Group;
(ii) termination of substantially all or part of the business of any entity within the Group by resolution of the general meeting of their respective shareholders;
(iii) appointment of any assignee, receiver or liquidator for substantially all or part of the assets or business of any entity within the Group; or
(iv) attachment, sequestration, execution or seizure of substantially all or part of the assets of any entity within the Group,
(h) the resignation of all nominee directors appointed by BHG on the board of directors of ZPA and nominee directors of the Company on the board of directors of Z-Power Automation (Vietnam) Co. Ltd (“ZPA Vietnam”) with effect from the Completion Date;
(i) the renewal of the existing service agreements between each of Xxx Xxxxx Sie...
