Common use of Conditions to Obligations of the Parties Clause in Contracts

Conditions to Obligations of the Parties. The obligations of each party to consummate the First Closing are subject to the satisfaction of the following conditions: (i) any applicable waiting period under the HSR Act relating to the consummation of the First Closing and the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein shall have expired or been terminated; (ii) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the First Closing or the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein; (iii) all actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the First Closing and the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein shall have been taken, made or obtained; (iv) the Related Agreements, the Board Representation Agreement, the Reorganization Agreement and the Ancillary Agreements (as defined in the Reorganization Agreement) shall have been executed and delivered by each of the parties thereto and shall be in full force and effect; and (v) the certificate of incorporation and bylaws of Micro shall be substantially in the forms attached as Exhibits E and F, respectively.

Conditions to Obligations of the Parties. The obligations of each party to consummate the First Closing are subject to the satisfaction or waiver of the following conditions: (ia) any Any applicable waiting period under the HSR Act relating to the consummation of the First Closing and the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein hereby shall have expired or been terminated;. (iib) no No provision of any applicable law or regulation and no judgment, injunction, order or decree Order shall prohibit the consummation of the First Closing Closing. (i) All conditions to the Effective Date set forth in the Plan (including the entry of the Confirmation Order by the Bankruptcy Court) shall have been satisfied or duly waived in accordance with the applicable provisions of the Plan and (ii) the transactions contemplated by the Reorganization Agreement and Plan to occur on or prior to the other agreements referred to herein Closing shall have been or therein;shall be consummated simultaneously with the Closing in accordance with the Plan. (iiid) all All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the First Closing and the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein shall have been taken, made or obtained;, except for such actions or filings, the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ive) the Related AgreementsThe Approval Order, the Board Representation Agreement, Administrative Claim Bar Date Order and the Reorganization Confirmation Order (each in a form reasonably satisfactory to the Buyer and providing for the effectuation of all of the transactions contemplated by this Agreement and the Ancillary Agreements (as defined Plan in accordance with the Reorganization Agreementterms and provisions hereof and thereof) shall each have been executed and delivered by each of the parties thereto and shall be in full force and effect; and (v) the certificate of incorporation and bylaws of Micro shall be substantially in the forms attached as Exhibits E and F, respectivelybecome a Final Order.

Conditions to Obligations of the Parties. The obligations of each party to consummate the First Closing are subject to the satisfaction or waiver of the following conditions: (ia) any Any applicable waiting period under the HSR Act relating to the consummation of the First Closing and the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein hereby shall have expired or been terminated;. (iib) no No provision of any applicable law or regulation and no judgment, injunction, order or decree Order shall prohibit the consummation of the First Closing Closing. (i) All conditions to the Effective Date set forth in the Plan (including the entry of the Confirmation Order by the Bankruptcy Court) shall have been satisfied or duly waived in accordance with the applicable provisions of the Plan and (ii) the transactions contemplated by the Reorganization Agreement and Plan to occur on or prior to the other agreements referred to herein Closing shall have been or therein;shall be consummated simultaneously with the Closing in accordance with the Plan. (iiid) all All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the First Closing and the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein shall have been taken, made or obtained;, except for such actions or filings, the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ive) The Administrative Claim Bar Date Order and the Related Agreements, Confirmation Order (in a form reasonably satisfactory to the Board Representation Agreement, Buyer and providing for the Reorganization effectuation of all of the transactions contemplated by this Agreement and the Ancillary Agreements (as defined Plan in accordance with the Reorganization Agreementterms and provisions hereof and thereof) shall each have been executed and delivered by each of the parties thereto and shall be in full force and effect; and (v) the certificate of incorporation and bylaws of Micro shall be substantially in the forms attached as Exhibits E and F, respectivelybecome a Final Order.

Conditions to Obligations of the Parties. The respective obligations of each party Party to consummate consummate, or cause to be consummated, the First Closing Transactions are subject to the satisfaction (or, to the extent permitted by applicable Law, written waiver by each such Party), as of the Closing, of the following conditions: (ia) the SPAC Stockholder Approval shall have been obtained; (b) the Requisite Target Company Equityholder Approval shall have been obtained; (c) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no Action seeking such a stop order shall have been initiated by the SEC and remain pending; (d) any applicable waiting period under the HSR Act relating commitment to, or agreement (including any timing agreement) with, any Governmental Authority to delay the consummation of of, or not to consummate before a certain date, the First Closing and the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein Transactions, shall have expired or been terminated; (iie) no provision each of the Permits, Governmental Authorizations (including, without limitation, the Collection Filings) and other third party consents or approvals set forth on Section 4.5 of the Target Company Disclosure Letter shall have been obtained, procured or made, as applicable; (f) there shall not be in force any applicable law Governmental Order (whether temporary, preliminary or regulation and no judgmentpermanent) or Law enacted, injunctionissued, order promulgated, enforced or decree shall prohibit entered restraining, enjoining or otherwise prohibiting or making illegal the consummation of the First Closing or Transactions issued by any Governmental Authority with jurisdiction over the transactions contemplated by applicable Parties with respect to the Transactions; and ​ ​ ​ (g) the Reorganization shall have been consummated in all material respects in accordance with the terms and conditions of this Agreement and the other agreements referred to herein or therein; (iii) all actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the First Closing and the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein shall have been taken, made or obtained; (iv) the Related Agreements, the Board Representation Agreement, the Reorganization Agreement and the Ancillary Agreements (as defined in the Reorganization Agreement) shall have been executed and delivered by each of the parties thereto and shall be in full force and effect; and (v) the certificate of incorporation and bylaws of Micro shall be substantially in the forms attached as Exhibits E and F, respectivelySteps.

Conditions to Obligations of the Parties. The obligations of each party to consummate the First Closing are BEKEM METALS, KAZAKH METALS and those Shareholders listed in Exhibit A under this Agreement shall be subject to the satisfaction fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 herein, and fulfillment, prior to Closing, of each of the following conditions: (ia) All representations and warranties made by KAZAKH METALS Shareholders listed in Exhibit A and BEKEM METALS in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date. (b) KAZAKH METALS Shareholders listed in Exhibit A and BEKEM METALS shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (c) All material authorizations, consents or approvals of any applicable waiting period under the HSR Act relating to and all governmental regulatory authorities necessary in connection with the consummation of the First Closing and the transactions contemplated by the Reorganization this Agreement and the other agreements referred to herein or therein shall have expired or been terminated; (ii) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the First Closing or the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein; (iii) all actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the First Closing and the transactions contemplated by the Reorganization Agreement and the other agreements referred to herein or therein shall have been taken, made or obtained; (iv) the Related Agreements, the Board Representation Agreement, the Reorganization Agreement obtained and the Ancillary Agreements (as defined in the Reorganization Agreement) shall have been executed and delivered by each of the parties thereto and shall be in full force and effect; and. (vd) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the certificate of incorporation and bylaws of Micro shall be substantially in the forms attached as Exhibits E and F, respectivelytransaction contemplated hereby or seeking damages from any party with respect thereto.