Conditions Precedent to the Obligations of Each Party. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the satisfaction or waiver (where permissible), at or prior to the Closing, of the following conditions:
Conditions Precedent to the Obligations of Each Party. The respective obligations of each party to this Agreement to effect the transactions contemplated by this Agreement shall be subject to the satisfaction as of the Closing of the following conditions:
Conditions Precedent to the Obligations of Each Party. The obligations of the parties hereto to effect the Merger shall be subject to the fulfillment at or prior to the Closing of the following conditions:
Conditions Precedent to the Obligations of Each Party. The obligations ------------------------------------------------------ of the Parties to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to the Closing Date, of the following conditions:
Conditions Precedent to the Obligations of Each Party. The obligations of the respective parties hereto to effect the Merger are subject to the satisfaction or waiver (if permitted by and subject to applicable law, unless otherwise indicated) of the following conditions:
(a) the adoption of this Agreement shall have been approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon;
(b) Trillion Delaware shall have obtained any required consents, amendments and/or waivers with respect to its material contracts, and (ii) any other material credit and debt arrangements to which Trillion Delaware is a party, to the consummation of the Merger without triggering any acceleration or other material adverse consequences for Trillion Delaware or Trillion BC or other obligors thereunder;
(c) the Common Shares shall have been authorized for listing on the Canadian Securities Exchange, subject to official notice of issuance and satisfaction of other standard conditions;
(d) Xxxxxxxx Tax LLP tax counsel to Trillion Delaware and Trillion BC, shall have delivered a tax opinion, as of the effective date of the Merger, in form and substance acceptable to Trillion BC;
(e) the registration statement on Form S-4 of F-4 (as applicable), filed with the U.S. Securities and Exchange Commission by Trillion BC in connection with the offer of the Common Shares to be delivered as consideration pursuant to the Merger (the "Registration Statement"), shall have become effective under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and no stop order with respect thereto shall be in effect;
(f) no decree, order or injunction shall have been in effect with respect to the Registration Statement;
(g) no law or order prohibiting or pending lawsuit seeking to prohibit the Merger shall have been issued or filed by any competent U.S., Canada or British Columbia governmental entity;
(h) other than the filing of the Certificate of Merger provided for under Article I, all material consents and authorizations of, filings or registrations with, and notices to any governmental or regulatory authority required of Trillion Delaware, Trillion BC or any of their respective subsidiaries to consummate the Merger and the other transactions contemplated hereby, including without limitation any filings required under (i) applicable U.S. state securities and "Blue Sky" laws and (ii) applicable British Columbia securities laws, shall have been obtained or made;
(i) the ...
Conditions Precedent to the Obligations of Each Party. The respective obligations of each Party to effect the Merger shall be subject to the satisfaction, or, to the extent permitted by Law, waiver in writing by each of Parent (acting at the direction of the Parent Special Committee) and the Company (provided, that the conditions set forth in clauses (b) and (d) shall not be waivable), at or prior to the Closing, of the following conditions:
Conditions Precedent to the Obligations of Each Party. The obligation of each Party to consummate the transactions contemplated hereby and in the other Operative Agreements is additionally subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent:
Conditions Precedent to the Obligations of Each Party. The obligations of the parties hereto to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions:
(a) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the transactions contemplated hereby illegal or otherwise prohibiting its consummation;
(b) all consents, approvals and authorizations legally required to be obtained to consummate the transactions contemplated hereby shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization would not reasonably be expected to result in a Parent Material Adverse Effect or a Company Material Adverse Effect; and
(c) The stockholder consent approving this Agreement required under the DGCL and the Company’s Certificate of Incorporation (the “Required Stockholder Consent”) was obtained.
Conditions Precedent to the Obligations of Each Party. The obligation of each party hereto to consummate the purchase and sale of the Initial Securities at Closing is subject to the satisfaction, on or before the Closing Date, of the following conditions, any or all of which may be waived in whole or in part by the Purchaser Representative on behalf of the Purchasers, on the one hand, or the Company, on the other hand:
(a) No Legal Prohibition. No injunction or other Order of any court or other Governmental Body of competent jurisdiction nor any Law shall be in effect that would prevent the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements. No legal action or proceeding shall have been instituted by or before any Governmental Body that seeks to restrain, prohibit, invalidate or otherwise materially affect the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement.
Conditions Precedent to the Obligations of Each Party. The obligations of each party to consummate the transactions contemplated in this Agreement and to proceed with the Final Closing are subject to the fulfillment at or prior to the Final Closing, of each of the following conditions (the failure of any of which shall excuse and discharge all obligations of such party hereunder, unless such failure is agreed to in writing by such party):
(a) Intracel's and Lehigh's designation of the initial ICC board of directors pursuant to Section 2.2;
(b) the incorporation and organization of ICC as evidenced by the filing of the Articles of Incorporation of ICC with and issuance of a Certificate of Incorporation by, the Delaware Secretary of State;
(c) the adoption of the Bylaws of ICC;
(d) the development of the Initial Funding Schedule pursuant to Section 3.3;
(e) the development of the Business Plan pursuant to Section 5.1 above; and
(f) FDA approval of OncoVax for use in the treatment of cancer.
