Conditions Precedent to Sale. The sale of the Shares by the SELLER and the purchase of the Shares by the PURCHASER will take place and will be legally effective on the Business Day immediately following the date on which the following conditions precedent are accomplished:
(i) PURCHASER’S filing of an approval application before the Federal Antitrust Commission of Mexico (“Comisión Federal de Competencia”) with regard to the transaction contemplated herein; and
(ii) In the specific case of MEGA CABLE, PURCHASER’S filing of an approval application before the Department of Communications and Transportation of Mexico (“Secretaría de Comunicaciones y Transportes”). PURCHASER and SELLER hereby agree to use their best efforts to file the applications as soon as possible after the execution of this Stock Purchase Agreement. Such applications shall be filed on the same date and shall be filed no later than March 22, 2006. PURCHASER and SELLER hereby agree that PURCHASER shall assume all risk associated with the potential denial or limitation of, or the imposition of any condition on, of any necessary authorizations or approvals from the Comisión Federal de Competencia and the Secretaría de Comunicaciones y Transportes. In the event that such authorizations or approvals are so denied, limited or conditioned, (i) no member of the MC Group or the RCN Group (as defined in the Settlement Agreement) shall have any recourse or claim against each other; (ii) no member of the MC Group or the RCN Group shall be entitled to rescind the sale of the Shares pursuant to this Agreement, (iii) no member of the MC Group shall be entitled to any reimbursement of any amount of the Purchase Price and (iv) no member of the MC Group or the RCN Group shall have any liability to each other as a result of or in connection with such denial, limitation or condition. In the event of such denial, limitation or condition. SELLER agrees to use its commercially reasonable efforts (at the sole cost and expense of PURCHASER) to assist PURCHASER in transferring the Shares to a third party purchaser approved by the Comisión Federal de Competencia or the Secretaría de Comunicaciones y Transportes, as the case may be.
Conditions Precedent to Sale. This Agreement is made and executed by the parties hereto subject to the following conditions precedent:
Conditions Precedent to Sale. The obligation of the Buyer to purchase the Precious Metal Inventory is subject to the following conditions precedent:
Conditions Precedent to Sale. Seller’s obligation under this Agreement to sell the Shares of Stock is subject to Purchasers’ fulfillment, upon Closing, of each and every one of the following conditions, save that they have been waived by Seller.
Conditions Precedent to Sale. Each sale of Shares pursuant to this Agreement shall be subject to: (a) the Selling Stockholder having furnished to the Sales Agent such appropriate further information, certificates and documents as the Sales Agent may reasonably request; and (b) receipt by the Sales Agent of a legal opinion in form and substance satisfactory to the Sales Agent.
Conditions Precedent to Sale. Each sale of Shares pursuant to this Agreement shall be subject to:
(a) The Resale Registration Statement shall have become effective and no stop order suspending the effectiveness of the Resale Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Selling Stockholder, threatened by the Commission;
(b) The Resale Registration Statement or prospectus constituting a part thereof, or any amendment or supplement thereto, shall not contain an untrue statement of fact that in the Sales Agent's opinion is material, or omits to state a fact that in the Sales Agent's reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading; and
(c) The Selling Stockholder shall have furnished to the Sales Agent such appropriate further information, certificates and documents as the Sales Agent may reasonably request.
Conditions Precedent to Sale. Seller's performance of its obligations under the Purchase Agreement with the Conservancy of even date herewith for the sale of the large acreage tracts at Boiling Spring Lakes. If the sale of the Property is not consummated for failure of this condition, the earnxxx xxxey shall be refunded.
Conditions Precedent to Sale. Each sale of Shares pursuant to this Agreement shall be subject to:
(a) No stop order suspending the effectiveness of the Registration Statements shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Selling Stockholders, threatened by the Commission;
(b) The Registration Statements and the Prospectuses, and any amendment or supplement thereto, shall not contain an untrue statement of fact that in the Sales Agent’s opinion is material, or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading;
(c) Receipt by the Sales Agent of a legal opinion from each of Lxxxxxxxxx Xxxxxxx LLP, as United States counsel for the Selling Stockholders, and Mxxxxx and Calder (Cayman) LLP, as Cayman Islands counsel for the Selling Stockholders, each substantially in a form reasonably acceptable to the Sales Agent; and
(d) The Selling Stockholders having furnished to the Sales Agent such appropriate further information, certificates and documents as the Sales Agent may reasonably request.
Conditions Precedent to Sale. Seller's obligation to sell Securities on a Sale Date shall be subject to the fulfillment of the following conditions:
Conditions Precedent to Sale. The obligations of the City to convey the Property to the Developer are subject to the Developer's satisfaction of the conditions precedent contained in Articles II III and IV of this Agreement.
