CONDITIONS TO THE. Dealer Manager's Obligations. ----------------------------------------------- The obligations of the Dealer Manager hereunder are subject, during the term of this Agreement and the Offering, to the conditions that: (a) at the effective date of the Registration Statement and thereafter during the term of this Agreement while any Units remain unsold, the Registration Statement shall remain in full force and effect authorizing the offer and sale of the Units; (b) no stop order suspending the effectiveness of the Offering or other order restraining the offer or sale of the Units shall have been issued nor proceedings therefore initiated or threatened by any state regulatory agency or the SEC; and (c) the Participating Broker shall have satisfactorily performed all of its obligations hereunder.
CONDITIONS TO THE. MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: (a)
CONDITIONS TO THE. Second Closing in Favour of the Investor
(a) the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Second Closing Date;
(b) all representations and warranties of the Company contained in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects on the Second Closing Date as if made on and as of the Second Closing Date (except those representations and warranties which are qualified by materiality which shall be true and correct in all respects, and except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) there shall have been no Material Adverse Effect since the First Closing Date;
(d) by no later than November 30, 2022, all approvals, consents and authorizations necessary for the consummation of the subscription for the Second Subscription Shares shall have been obtained, including the conditional acceptance of the TSXV (which shall be subject only to customary conditions) and the Shareholder Approval, and shall be in full force and effect, and shall not have been adversely amended, modified, revoked or terminated;
(e) the Company shall have made, or caused to be made, all of the deliveries set out in Section 7.4(c);
(f) no preliminary or permanent injunction or other Order issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Authority, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement shall be in effect;
(g) no action or proceeding, at law or in equity, shall be pending or threatened by any Person (including any Governmental Authority) to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement; and
(h) no Order having the effect of suspending the issuance or ceasing the trading of any of the Subscription Shares issued or made by any Governmental Authority (including any Securities Regulator or the TSXV) shall be in effect.
CONDITIONS TO THE. MERGER Section 7.01. Conditions to the Merger.................................... 31 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER Section 8.01. Termination................................................. 32 Section 8.02. Effect of Termination....................................... 33 Section 8.03. Fees........................................................ 33 Section 8.04. Amendment................................................... 34 Section 8.05. Waiver...................................................... 34
CONDITIONS TO THE. MERGER SECTION 6.1 Conditions to the Obligations of Each Party.............................................13 SECTION 6.2 Conditions to the Obligations of Parent and Merger Sub..................................14 SECTION 6.3 Conditions to the Obligations of the Company............................................14 ARTICLE VII.
CONDITIONS TO THE. Merger Section 9.1. Conditions to the Obligations of Each Party.................. 47 Section 9.2. Conditions to the Obligations of The Company................. 48 Section 9.3. Conditions to the Obligations of Parent and MergerSub.................................................... 47
CONDITIONS TO THE. Merger If Offer Conditions Have ------------------------------------------------- Been Satisfied or Waived...........................28 ------------------------ SECTION
CONDITIONS TO THE. Merger If Offer Conditions -------------------------------------------- Have Been Satisfied or Waived. If the conditions to the Offer set forth on Annex ----------------------------- A have been satisfied or, where permitted, waived, the respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
CONDITIONS TO THE. Merger if the Conditions to --------------------------------------------- the Offer are not Satisfied or Waived. If the conditions to the Offer set forth ------------------------------------- on Annex A have not been satisfied or, where permitted, waived, the respective obligations of Parent and Purchaser, on the one hand, and the Company, on the other hand, shall be subject to the satisfaction, or, where permitted, waived, at or prior to the Effective Time of the conditions set forth in subsections (a) and (b), respectively, of this Section 7.02.
CONDITIONS TO THE. Obligations of FSSB under this Agreement. The obligations of FSSB under this Agreement shall be further subject to the satisfaction of the conditions set forth in Sections 9.3(a) through 9.3(f) at or prior to the Closing Date, which shall be waiveable by FSSB:
