Conditions Precedent to the Transaction. The completion of the Transaction and the RTO Transaction will be conditional on the satisfaction of the following conditions precedent:
(a) the Parties receiving all necessary consents and approvals (including shareholder and regulatory approvals) as are desirable or required in connection with the RTO Transaction, including for the avoidance of doubt CSE regulatory approvals;
(b) completion of the preliminary structuring steps, listed above in sections 4, 5 and 7;
(c) drafting of all additional documentation and agreements in customary form required for this sort of transaction and with representation and warranties also customary for this sort of transaction to the satisfaction of the Parties;
(d) completion of satisfactory due diligence on the business and operations of Canco and Blueberries and their respective operations and licenses by the Promoter and CDNM; and
(e) The granting of the licenses pursuant to the Psychoactive Cultivation Application and the Manufacture Application.
Conditions Precedent to the Transaction. The Parties acknowledge that as of this date (i) for purpose of giving effect to this Amendment Agreement, the Stock Purchase Agreement is in full force and effect, and (ii) except for the conditions precedent set forth in this Clause Tenth and Section A of Clause Twelfth hereof, all conditions precedent set forth in the Stock Purchase Agreement have been satisfied or waived as the case may be. Accordingly, the Parties agree that:
(a) The obligations of Purchasers to consummate the transactions contemplated hereby and the Stock Purchase Agreement are subject to the satisfaction or waiver by Primary Purchaser on behalf of Purchasers, on or prior to the Closing Date, of the following conditions precedent (condiciones suspensivas):
(i) all the agreements and covenants of Sellers to be performed prior to the Closing pursuant to this Amendment Agreement shall have been duly performed in all material respects;
(ii) the representations and warranties of Sellers contained in this Amendment Agreement shall be true and correct in all material respects as of the date of this Amendment Agreement and as of the Closing Date as if made at and as of such time;
(iii) the representations and warranties of Sellers contained in Article III of the Stock Purchase Agreement (except for the representations and warranties contained in Section 3.1(b) (Authorization), Section 3.1(c) (Non-contravention), Section 3.1(d) (Ownership of Shares), Section 3.2(b) (Ownership of Shares by Televisa HoldCo), Section 3.2(d) (Absence of Other Business) and Section 3.2(e) (Capitalization and Funded Indebtedness of Televisa HoldCo)) shall be true and correct as of the date of the Stock Purchase Agreement and as of the Closing Date as if made at and as of such time (other than those representations and warranties made as of a specified date, which such representations and warranties shall be true and correct in all respects as of such specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect (disregarding for these purposes any qualification in the text of the relevant representation or warranty as to materiality, Material Adverse Effect or Knowledge);
(iv) the representations and warranties of Sellers contained in Section 3.1(b) (Authorization), Section 3.1(c) (Non-contravention), Section 3.1(d) (Ownership of Shares), Section 3.2(b) (Ownership of Shares by Televisa HoldCo), Section 3.2(d) (Absence of Other Busine...
Conditions Precedent to the Transaction. 6.01 Conditions to Each Party's Obligations to Effect the Transaction. The ---------------------------------------------------------------- respective obligations of each party to effect the Transaction shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following conditions:
Conditions Precedent to the Transaction. Section 5.1 Conditions Precedent to the Obligation of the Buyer Section 5.2 Conditions Precedent to the Obligation of the Seller and Acquisition Company
Conditions Precedent to the Transaction. 5.1 Conditions Precedent to the Purchaser's Obligation to Close. Notwithstanding any other provision herein, the obligations of the Purchaser to consummate the transactions contemplated hereunder are, at the option of the Purchaser, subject to the satisfaction of each of the conditions set forth below:
Conditions Precedent to the Transaction. 6.1 Conditions Precedent to the Stockholder's Obligation to Close. Notwithstanding any other provision herein, the obligations of the Stockholder to consummate the transactions contemplated hereunder are, at the option of the Stockholder, subject to the satisfaction of each of the conditions set forth below:
Conditions Precedent to the Transaction. 5.1. At the date of this SENS announcement, the Board of Directors have approved the Transaction and the following conditions precedent remain outstanding –
5.1.1. Documentary evidence acceptable to Balwin confirming that the relevant departments in the local authority (City of Johannesburg), as well as any other provincial or national authority will approve the Greater Thaba Development consisting of no more than 7,443 apartments;
5.1.2. Balwin to obtain acceptable bank funding for at least R320 Million (or a lesser amount acceptable to Balwin) which will be utilised for the installation of external engineering services.
5.1.3. The PWV16 road reserve being downgraded to a municipal road, falling under the jurisdiction of the Johannesburg Road Agency (JRA).
5.1.4. An Environmental Authorisation (EA) being granted for the development and macro vision by the Gauteng Department of Agriculture and Rural Development (GDARD).
5.1.5. The sale agreements for the acquisition of Portion 33 and the council owned land being rendered unconditional in accordance with their terms. (In the event that the City of Johannesburg request an exorbitant purchase price, Balwin will not proceed with the Transaction. However, from preliminary discussions with the City, this does not seem to be the case as the land is land locked and they are amenable to make the land available for development).
5.1.6. Balwin to obtain written consent from Rand Water Board that the Seller and Balwin may utilize Portion 8 of Farm Rietvlei 101 IR for an Eco-Bridge, game drives and animal grazing.
Conditions Precedent to the Transaction. At the date of this SENS announcement, the Board of Directors have approved the Transaction and there are no conditions precedent.
Conditions Precedent to the Transaction. The respective obligations of XXXXX and Xxxx to consummate the Transaction are subject to the satisfaction of the following conditions precedent:
Conditions Precedent to the Transaction. The making of the Term Loan A, the Revolving Loans and the initial Swing Line Loan shall be subject to the prior or simultaneous fulfillment of the following conditions:
