Conditions to Obligations of Xxxxxx. The obligations of Xxxxxx and Xxxxxx Subco to consummate the transactions contemplated herein are subject to the satisfaction, on or before the Closing Date, of the following conditions:
(a) except as affected by the transactions contemplated herein, the representations and warranties of FTP contained in Section 4.2 hereof shall be true in all material respects on the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct, and Xxxxxx shall have received a certificate to such effect, dated the Closing Date, of a senior officer or director of FTP to the best of his knowledge having made reasonable inquiry;
(b) FTP shall have performed, fulfilled or complied with, in all material respects, all of its obligations, covenants and agreements contained in this Agreement to be fulfilled or complied with by it at or prior to the time of the Closing and Xxxxxx shall have received a certificate of a senior officer or director of FTP to such effect;
(c) FTP shall have furnished Xxxxxx with:
(i) certified copies of the special resolution of the shareholders of FTP authorizing and approving the Amalgamation; and
(ii) a certificate of FTP setting forth the number and class of issued and outstanding FTP Shares and FTP securities immediately prior to the Amalgamation;
(d) receipt of all regulatory or third party approvals, authorizations and consents as are required to be obtained by Xxxxxx or FTP in connection with the Amalgamation, including the approval of the TSX Venture, the CSE and any other applicable regulatory authorities;
(e) no Material Adverse Change shall have occurred in the business, results of operations, assets, liabilities, prospects, financial condition or affairs of FTP since the date of this Agreement and Xxxxxx shall have received a certificate to that effect signed by the Chief Executive Officer and Chief Financial Officer of FTP and addressed to Xxxxxx;
(f) each of the Principals contemporaneously with the execution of this Agreement, shall have entered into a voting support agreement with Xxxxxx (the “Target Support Agreement”) in form and substance as set out in the Letter of Intent and such agreement shall be in full force and effect on the Closing Date and no FTP Shareholder that is party to a Target Support Agreement shall be in material de...
Conditions to Obligations of Xxxxxx. The obligations of Xxxxxx to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by Xxxxxx pursuant to Section 11.6(b) of this Agreement:
Conditions to Obligations of Xxxxxx. The obligation of Xxxxxx to effect the Merger is also subject to the satisfaction or waiver by Xxxxxx at or prior to the Effective Time of the following conditions:
Conditions to Obligations of Xxxxxx. XXXXXX'x obligations under this Agreement are subject to the fulfillment or satisfaction of each of the following conditions (any one or more of which may be waived by XXXXXX, but only in a writing signed by XXXXXX), at or prior to the Closing.
Conditions to Obligations of Xxxxxx. The obligations of Xxxxxx shall be further subject to the satisfaction of the following conditions:
(i) All corporate and other proceedings taken or to be taken in conjunction with the transactions contemplated in the Triangle-Xxxxxx Alliance Agreements, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Xxxxxx;
(ii) Triangle shall have obtained the consents identified in Section 9.2;
(iii) The representations and warranties of Triangle contained herein and in the other Triangle-Xxxxxx Alliance Agreements that are qualified as to materiality shall be true and correct at and as of the Effective Date as though restated on and as of the Effective Date and the representations and warranties of Triangle contained herein and in the other Triangle-Xxxxxx Alliance Agreements that are not qualified as to materiality shall be true and correct in all material respects at and as of the Effective Date as though restated on and as of the Effective Date;
(iv) Xxxxxx shall have received from Triangle's counsel, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, an opinion addressed to Xxxxxx substantially in the form of Exhibit 16.8(b)(iv) dated the Effective Date; and
(v) Xxxxxx shall have received from Triangle a copy of the executed consent identified in Section 9.2 and a certificate signed by an appropriate officer as to Triangle's compliance with the conditions set forth in clauses (i) and (iii) of this Section 16.8(b).
Conditions to Obligations of Xxxxxx. The obligations of Xxxxxx to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Xxxxxx):
Conditions to Obligations of Xxxxxx. VIMRx and Nexell -----------------------------------------------------
Conditions to Obligations of Xxxxxx. 35 ARTICLE VIII CONDITIONS TO OBLIGATIONS OF TENKE 36 ARTICLE IX MUTUAL CONDITIONS PRECEDENT 36 ARTICLE X CLOSING AND TERMINATION 37 ARTICLE XI MISCELLANEOUS 40 SCHEDULE A 1 CERTAIN DEFINITIONS 1 SCHEDULE B 1 PLAN OF ARRANGEMENT 1 ARTICLE XII INTERPRETATION 1
Conditions to Obligations of Xxxxxx. XXXXXX'x obligation to purchase the Shares at the Closing is subject to the fulfillment, at or prior to the Closing, of all of the following conditions: (a)
Conditions to Obligations of Xxxxxx. The obligations of Xxxxxx to be performed hereunder shall be subject to the satisfaction (or waiver by Xxxxxx) at or before the Closing of each of the following conditions:
