Conditions Precedent to First Closing. 3.1 The obligation of the Subscribers to effect the First Closing is conditional upon each of the following conditions (the “Conditions Precedent to First Closing”) having been fulfilled to the reasonable satisfaction of the Contributing Subscribers, unless jointly waived in writing by Contributing Subscribers in whole or in part (to the extent permissible under Applicable Law), on or before three (3) months from the date of this Agreement (the “First Closing Long Stop Date”):
3.1.1 Contributing Subscribers shall have mutually approved the terms and conditions of each of the Exclusive Licence Agreement and the Company-A*STAR RI Funding Agreement, all of which shall be executed by the relevant Persons on the First Closing Date;
3.1.2 The Company shall have duly passed all necessary written resolutions of the Board in accordance with the Constitution to approve the execution of the Transaction Agreements and authorising specified individuals to take steps to consummate the transactions contemplated in the Transaction Agreements, including but not limited to the following:
(a) Issue and allotment of the First Tranche Subscription Shares to the Subscribers, including issuance of the original share certificates therefor;
(b) Appointment of three individuals nominated by AIHL as Directors, subject to Applicable Laws (the “NEW AIHL Directors”); and
(c) Authorising the necessary entries in the Company’s statutory registers and filing of relevant forms with the relevant governmental authorities in respect of Clauses 3.1.2(a) and 3.1.2(b) above;
3.1.3 AIHL shall have, as the existing sole Shareholder, passed all necessary resolutions in accordance with the Constitution and Applicable Law to authorise the Board to issue and allot the First Tranche Subscription Shares in the manner contemplated under this Agreement;
3.1.4 A*ccelerate shall have obtained all necessary approvals in respect of the execution of this Agreement and the consummation of the transactions contemplated hereunder; and
3.1.5 AIHL shall have obtained all necessary approvals in respect of the execution of this Agreement and any other Transaction Agreements, and authorising specified individuals to take steps to consummate the transactions contemplated thereunder.
Conditions Precedent to First Closing. Consummation by the Parties of the Transactions to be consummated upon the First Closing are subject to the fulfillment of the following conditions on or before the First Closing Date:
Conditions Precedent to First Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement to be completed at the First Closing are subject to the satisfaction, at or prior to the First Closing, of the following conditions, any one or more of which may be waived in writing by Seller (in its sole and absolute discretion):
Conditions Precedent to First Closing. The obligation of the Companies to issue and sell the Notes and Warrants to each Investor at the First Closing is subject to the satisfaction, on or before the First Closing Date, of each of the following conditions. These conditions are for the Companies' sole benefit and may be waived by the Companies at any time in their sole discretion:
(a) The Investor will have executed this Agreement and the Registration Rights Agreement and will have delivered those agreements to the Companies.
(b) The Investor will have delivered the purchase price for the Notes to be purchased at the First Closing to Delphax Canada in accordance with this Agreement.
(c) The Companies, the Investors and LaSalle shall have entered into one or more Subordination Agreements (the "Subordination Agreements") containing terms reasonably acceptable to the Companies, the Investors and LaSalle, and LaSalle shall have consented to the incurrence of the debt and liens contemplated for the First Closing.
(d) The representations and warranties of the Investor must be true and correct in all material respects as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be correct as of such date), and the Investor will have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the Investor at or prior to the First Closing.
(e) No statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
Conditions Precedent to First Closing. 6.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS...............................15 6.2
Conditions Precedent to First Closing. 6.1 Conditions to Each Party's Obligations. The respective obligations of the Parties to consummate the transactions contemplated to occur at the First Closing are subject to the satisfaction at or prior to the First Closing of the following conditions unless waived in writing, in whole or in part, by the Parties:
Conditions Precedent to First Closing. (a) Buyer's obligation to complete the First Closing is contingent upon the satisfaction of all of the following conditions on the First Closing Date.
Conditions Precedent to First Closing. Prior to the First Closing Date, Northern Arc First Closing Date (as the case may be) and in any event within the First Closing Long Stop Date, Northern Arc First Closing Long Stop Date (as the case may be):
Conditions Precedent to First Closing. (a) It shall be a condition precedent of FWRLP's obligation to issue Units at the First Closing that each and every one of the following conditions shall exist on the First Closing Date:
Conditions Precedent to First Closing
