Conditions to Completion Sample Clauses
Conditions to Completion. 3.1. The obligation of the Seller to sell the Sale Shares and proceed with the Completion in terms of Clause 5 of this Agreement shall be conditional on the satisfaction of following conditions, other than those which by their very nature are to be satisfied at Completion, (to the extent that they have not been waived by the Seller (other than the condition set out in Clauses 3.1(ii) below which shall not be waived), in accordance with this Agreement):
(i) The Purchaser having delivered to the Seller on the Execution Date certified copies of the resolutions duly passed by its board of directors or equivalent authority approving the execution, delivery and performance by the Purchaser of the Transaction Documents.
(ii) The Conclusion of the Open Offer.
(iii) The Purchaser Warranties being true in all material respects as of the Completion Date, except that the Purchaser Warranties in Clauses 1 of Schedule 4 being true in all respects as of the Completion Date.
(iv) The Purchaser not being in material breach of the agreements, covenants, obligations, and conditions required by this Agreement to be so performed or complied with by it, at or before the Completion Date (including, but not limited to, the obligations in respect of the Open Offer as set out in Clause 6.1 hereof).
(v) Simultaneous consummation of the sale of Sale ADSs under the GA Securities Purchase Agreement (including satisfaction of the conditions to completion thereunder), provided that the Seller shall not be entitled to rely on this sub-clause (v) if the Seller is then in breach of the GA Securities Purchase Agreement.
3.2. The obligation of the Purchaser to purchase the Sale Shares and proceed with Completion in terms of Clause 5 of this Agreement shall be conditional on the satisfaction of the following conditions, other than those which by their very nature are to be satisfied at Completion, (to the extent that they have not been waived by the Purchaser (other than the condition set out in Clause 3.2 (iii) below which shall not be waived), in accordance with this Agreement):
(i) The Seller having delivered to the Purchaser on the Execution Date certified copies of the resolutions duly passed by the Seller’s board of directors or equivalent authority (where applicable) approving the execution, delivery and performance by the Seller of the Agreement.
(ii) The Seller Warranties being true in all material respects as of the Completion Date, except that the Seller Warranties in Clause 1.1 and...
Conditions to Completion. 3.1 The respective obligations of the Seller and the Purchaser to complete the transactions contemplated by this agreement shall be subject to the satisfaction or waiver, at or prior to Completion, of each of the following conditions:
(a) the approvals listed in Part A (Purchaser regulatory change of control and anti-trust approvals for acquisition of the Company and the Company Subsidiaries) and Part AA (Purchaser regulatory approvals for change of control of Prudential and its Subsidiaries pursuant to the Scheme of Arrangement) of Schedule 7 (Regulatory and anti-trust approvals) being obtained;
(b) the approvals listed in Part B (Parent regulatory change of control and anti-trust approvals for the allotment and issue of the Consideration Shares and Mandatory Convertible Securities) of Schedule 7 (Regulatory and anti-trust approvals) being obtained;
(c) in accordance with the articles of association of Prudential and applicable Law, the requisite majority of Prudential’s shareholders having passed all of the Resolutions at the Prudential Shareholders Meeting (“Prudential Shareholder Approval”);
(d) in relation to the Scheme of Arrangement:
(i) the Scheme of Arrangement being approved by the requisite majority at a court meeting of the shareholders of Prudential convened in accordance with Part 26 of the Companies Act to consider, and, if thought fit, approve, the Scheme of Arrangement (the “Court Meeting”);
(ii) the Scheme of Arrangement being sanctioned, and the Prudential Reduction of Capital confirmed, by the Court;
(iii) the delivery of the relevant orders of the Court relating to the Scheme of Arrangement and the Prudential Reduction of Capital to the Registrar of Companies in accordance with applicable Law, and (if applicable) the registration by the Registrar of Companies of the order of the Court relating to the Prudential Reduction of Capital; and
(iv) the Scheme of Arrangement and the Prudential Reduction of Capital becoming unconditional and effective in accordance with their terms;
(e) the Purchaser Scheme Shares being admitted to Listing and Trading and the:
(i) Rights Issue Shares;
(ii) Consideration Shares;
(iii) Mandatory Convertible Securities; and
(iv) Purchaser Preferred Securities, 27 being duly created, allotted and issued by Prudential or the Purchaser (as applicable) and being admitted to Listing and Trading;
(f) (x) the Warranty contained in paragraph 12 of Schedule 1 (Warranties) being true and correct as of February 23, 2010, and...
Conditions to Completion. In addition to the conditions to completion of the Consolidation set forth in the Memorandum, the obligations of Operating Partnership to consummate the transactions contemplated by this Agreement shall be subject to fulfillment (or waiver by Operating Partnership) at or prior to the Closing of the following conditions:
Conditions to Completion. The sale and purchase of the Sale Interest as contemplated in this Agreement is subject to:
(a) SGE waiving its pre-emptive right to acquire the Participating Interest, and consenting to the novation of the Joint Operating Agreement to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Schedule 1; Asset Transfer Agreement
(b) CUCBM waiving its preferred right to be assigned the Participating Interest, and consenting to the transfer of the Participating Interest to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Schedule 2;
(c) approval of the Completion Modification Agreement (prior to execution) by MOLAR;
(d) execution of the Completion Modification Agreement;
(e) filing of the executed Completion Modification Agreement with MOLAR;
(f) approval of the assignment of the Participating Interest and approval of the Completion Modification Agreement by MOFCOM;
(g) either:
(i) the Purchaser registering with SAIC and including the Participating Interest in the registration details maintained by SAIC; or
(ii) if the Purchaser is already registered with SAIC, the Purchaser’s registration details with SAIC are amended to include the Participating Interest;
(h) the Vendor amending its registration details with SAIC to remove reference to the Participating Interest (provided the Vendor has previously registered the details of Participating Interest with SAIC);
(i) any other Approval or Guarantee required to make effective the sale and purchase of the Sale Interest contemplated by this Agreement; and
(j) the execution of the Deed of Novation by all the parties to it.
Conditions to Completion. 3.1 The respective obligations of the Seller and the Purchaser in the Completion to complete the transactions contemplated by this Agreement to occur at the Completion shall be subject to the satisfaction or waiver, at or prior to the Completion, of each of the following conditions:
(a) the approvals listed in Schedule 5 being obtained or deemed to have been obtained by expiration of the applicable waiting period and Completion being permitted to occur pursuant to such approvals;
(b) the approvals listed in Schedule 6 being obtained or deemed to have been obtained by expiration of the applicable waiting period and Completion being permitted to occur pursuant to such approvals;
(c) either (i) CFIUS having provided notice to the effect that review or investigation of the transactions contemplated by the Transaction Agreements has concluded and that a determination has been made that there are no issues of national security of the United States sufficient to warrant further investigation under FINSA or (ii) the President of the United States not having taken action to block or prevent the consummation of the transactions contemplated by this Agreement under FINSA and the applicable period of time for the President to take such action shall have expired without extension;
(d) the title to, and registration with the FAA of, each aircraft (i) (x) title to which was, as of the Lease Disclosure Date, owned directly by a Company Group Member or (y) that is acquired by a Company Group Member after such date and (ii) that, immediately prior to Completion, is beneficially owned by a Company Group Member and registered with the FAA (each such aircraft, an “FAA Aircraft”), being held by, and registered with the FAA in the name of, an owner trustee that is a U.S. Citizen and that is Wilmington Trust, Xxxxx Fargo, Bank of Utah, US Bank, Bank of New York Mellon, Deutsche Bank or another person reasonably acceptable to the Seller after consultation with the Purchaser (an “Owner Trustee”), in each case, for the benefit of the Company under a trust agreement between the Owner Trustee and the Company, as owner participant, in substantially the form of a trust agreement as shall have been approved by the Aeronautical Center Counsel for use with a non-citizen trust;
(i) the Fundamental Warranties in paragraphs 1.1, 1.2, 1.4, 1.5, 1.6, 1.7, 2.1(ii), 2.2 (solely with respect to the Company), 2.3, and 3 of Part A of Schedule 1 being true and correct in all respects as of the Comple...
Conditions to Completion. 4.1 Completion shall be conditional upon the satisfaction of the following Conditions:
Conditions to Completion. (i) The obligation of the Purchaser to purchase the Shares from Seller and the obligation of the Seller to sell the Shares to the Purchaser shall be subject to the satisfaction of the following conditions:
Conditions to Completion. Section 4.1 Completion of the sale and purchase of the Business and the subsequent Liquidation is conditional on the following conditions (the “Completion Conditions”) being satisfied or waived (either in whole or in part) in accordance with Section 4.2 on or before the date of Completion:
(a) no Legal Restraint (as defined in the Purchase Agreement) shall be in effect that prohibits, renders illegal or enjoins the Completion; and
(b) the Pre-Wired Asset Sale Ruling and any other Israeli Tax ruling that may be required in connection with the transactions contemplated hereby shall have been obtained and remain in full force and effect as of the date of Completion.
Section 4.2 The Completion Conditions are for the benefit of both the Company and Buyer and may not be waived (either in whole or in part) without the prior written consent of both the Company (including the consent of the Independent Directors) and Buyer.
Section 4.3 Each Party will ensure that it duly and timely informs the other Party of all relevant developments regarding the fulfilment of the Completion Conditions.
Conditions to Completion. 3.1 The consummation of the transactions contemplated by this Agreement, in particular the execution of the Share Transfer Agreement, is conditional exclusively upon the fulfillment of the following conditions precedent:
3.1.1 The consummation of the transactions contemplated herein has received Regulatory Approval. “Regulatory Approval” shall mean either of (i) an unconditional decision issued by the Competition Authority granting consent to the Buyer’s concentration with the Company, (ii) a decision issued by the Competition Authority granting consent to the Buyer’s concentration with the Company that is subject to Restrictions (a “Conditional Approval”) if the Buyer has notified the Seller that the Buyer intents to accept such restrictions in accordance with Clause 3.6, (iii) a decision by the Competition Authority concerning the discontinuance of anti-monopoly proceedings or the refusal to initiate anti-monopoly proceedings due to the absence of grounds to control the said concentration or (iv) the expiration of the statutory time limit for the Competition Authority to issue the decision granting consent to the Buyer’s concentration with the Company;
Conditions to Completion. 3.1 The respective obligations of the Parent and the Existing Shareholders, on the one hand, and AerCap and the AerCap Entities, on the other hand, to complete the transactions contemplated by this Agreement at the Completion shall be subject to the satisfaction or waiver, at or prior to the Completion, of each of the following conditions:
(a) all applicable waiting periods (and any extensions thereof) listed in Schedule 5 having expired or been terminated and the approvals listed in Schedule 5 being obtained (or deemed to have been obtained by expiration of the applicable waiting period) and Completion being permitted to occur pursuant to the expiration or termination of such waiting periods and the receipt of such approvals;
(b) the Parent and AerCap shall have obtained CFIUS Approval;
(c) the title to, and registration with the FAA of, each aircraft (i) (x) title to which was, as of the Lease Disclosure Date, owned directly by a Company Group Member or (y) that is acquired by a Company Group Member after such date and (ii) that, immediately prior to Completion, is beneficially owned by a Company Group Member and registered with the FAA (each such aircraft, an “FAA Aircraft”), being held by, and registered with the FAA in the name of, either (A) a U.S. Owner Trustee, in each case, for the benefit of the applicable Company Group Member either (1) under a trust agreement between the U.S. Owner Trustee and the applicable Company Group Member, as owner participant, in substantially the form of a trust agreement as shall have been approved by the Aeronautical Center Counsel for use with a non-citizen trust or (2) under a trust agreement between the U.S. Owner Trustee and the applicable Company Group Member, as owner participant, in a form of a trust agreement not having been approved by the Aeronautical Center Counsel for use with a non-citizen trust but where the shares, membership interests or other ownership interest of the applicable Company Group Member are held by a U.S. Owner Trustee for the benefit of another Company Group Member under a trust agreement between the U.S. Owner Trustee and such other Company Group Member, as owner participant, in substantially the form of a trust agreement as shall have been approved by the Aeronautical Center Counsel for use with a non-citizen trust of such nature or (B) a U.S. limited liability company, corporation or other entity the shares, membership interests or other ownership interest of which are held by a U.S....