Common use of Consents, Authorizations and Binding Effect Clause in Contracts

Consents, Authorizations and Binding Effect. (a) VCP23 may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional, and in full force and effect, and notices which have been given on a timely basis; or (ii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent VCP23 from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on VCP23. (b) VCP23 has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (c) This Agreement has been duly executed and delivered by VCP23 and constitutes a legal, valid, and binding obligation of VCP23, enforceable against it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (d) The execution, delivery, and performance of this Agreement will not: (i) constitute a violation of the constating documents of VCP23; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which VCP23 is a party or as to which any of its property is subject which in any such case would have a Material Adverse Effect onVCP23; (iii) constitute a violation of any Law applicable or relating to VCP23 or its business except for such violations which would not have a Material Adverse Effect on VCP23; or (iv) result in the creation of any lien upon any of the assets of VCP23 other than such liens as would not have a Material Adverse Effect on VCP23. (e) Other than pursuant to this Agreement, neither VCP23 nor any Affiliate or Associate of VCP23 nor, to the knowledge of VCP23, any director or officer of VCP23 beneficially owns or has the right to acquire a beneficial interest in any Bayswater Shares.

Consents, Authorizations and Binding Effect. (a) VCP23 Kuya may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional, and in full force and effect, and notices which have been given on a timely basis; (ii) the approval of the Kuya Amalgamation Resolution by the Kuya Shareholders; (iii) the filing of Articles of Amalgamation with the Director under the OBCA; or (iiiv) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent VCP23 Kuya from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on VCP23Kuya. (b) VCP23 Kuya has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunderhereunder and to complete the Amalgamation, subject to the approval of the Kuya Amalgamation Resolution by the Kuya Shareholders. (c) The Board of Directors of Kuya has unanimously: (i) approved the Amalgamation and the execution, delivery and performance of this Agreement and (ii) directed that the Kuya Amalgamation Resolution be submitted to the Kuya Shareholders, and unanimously recommended approval thereof. (d) This Agreement has been duly executed and delivered by VCP23 Kuya and constitutes a legal, valid, and binding obligation of VCP23Kuya, enforceable against it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ ' rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (de) The execution, delivery, and performance of this Agreement will not: (i) constitute a violation of the constating documents Certificate or Articles of VCP23Incorporation (or like charter documents) or By-laws, each as amended, of Kuya; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which VCP23 Kuya is a party or as to which any of its property is subject which in any such case would have a Material Adverse Effect onVCP23on Kuya; (iii) constitute a violation of any Law applicable or relating to VCP23 Kuya or its business except for such violations which would not have a Material Adverse Effect on VCP23Kuya; or (iv) result in the creation of any lien upon any of the assets of VCP23 Kuya other than such liens as would not have a Material Adverse Effect on VCP23Kuya. (ef) Other than pursuant to this Agreement, neither VCP23 Neither Kuya nor any Affiliate or Associate of VCP23 norKuya, to the knowledge of VCP23, nor any director or officer of VCP23 Kuya beneficially owns or has the right to acquire a beneficial interest in any Bayswater Mont Shares.

Consents, Authorizations and Binding Effect. (a) VCP23 Wabi may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the approval of the CSE for the issuance of Wabi Shares contemplated hereby, if applicable; (ii) any approvals required by the Interim Order and the Final Order; (iii) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) ), and are unconditional, unconditional and in full force and effect, effect and notices which have been given on a timely basis; or (iiiv) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation Arrangement or otherwise prevent VCP23 Wabi from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on VCP23Wabi. (b) VCP23 Wabi has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunderhereunder and to complete the Arrangement. (c) The Wabi Board has unanimously approved the Arrangement and the execution, delivery and performance of this Agreement. (d) This Agreement has been duly executed and delivered by VCP23 Wabi and constitutes a legal, valid, and binding obligation of VCP23, Wabi enforceable against it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (de) The execution, delivery, and performance of this Agreement and the completion of the Arrangement will not: (i) constitute a violation or breach of the constating documents articles of VCP23Wabi; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which VCP23 Wabi is a party or as to which any of its property is subject which would in any such case would have a Material Adverse Effect onVCP23on Wabi; (iii) constitute a violation of any Law applicable or relating to VCP23 Wabi or its business except for such violations which would not have a Material Adverse Effect on VCP23Wabi; or (iv) result in the creation of any lien upon any of the assets of VCP23 Wabi, other than such liens as would not have a Material Adverse Effect on VCP23Wabi. (ef) Other than pursuant to this Agreement, neither VCP23 nor Wabi or any Affiliate or Associate of VCP23 norWabi is the registered owner of, to the knowledge of VCP23, any director or officer of VCP23 beneficially owns or has the right to acquire a beneficial interest in in, any Bayswater Buena Vista Shares.

Consents, Authorizations and Binding Effect. (a) VCP23 ‎Bismark may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving ‎giving any notice or otherwise, except:except:‎ (i) consents, approvals, authorizations and waivers which have been obtained (or ‎‎(or will be obtained prior to the Effective Date) and are unconditional‎unconditional, and in full force and effect, and notices which have been ‎been given on a timely basis; or; (ii) the written consent and waiver of the Bismark Shareholders holding at least 51% of the outstanding Bismark Shares with respect to ‎the Business Combination and the Share Exchange Agreement; (iii) the written consent and waiver of each of Enterprise Ireland and Dogpatch Labs with respect to ‎the Business Combination and the Share Exchange Agreement; and (iv) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent VCP23 Bismark from performing its obligations under this Agreement and would ‎would not be reasonably likely to have a Material Adverse Effect on VCP23.‎Bismark.‎ (b) VCP23 Bismark has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.hereunder and to complete the ‎Share Exchange.‎ (c) This The board of directors of Bismark has approved the Business Combination and the execution, delivery and performance of this Agreement.‎ (d) ‎This Agreement has been duly executed and delivered by VCP23 and Bismark ‎and constitutes a legal, valid, and binding obligation of VCP23Bismark, enforceable ‎enforceable against it in accordance with its terms, except:except:‎ (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws ‎Laws of general application relating to or affecting the enforcement of ‎of creditors’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable ‎equitable relief may be subject to equitable defenses and to the discretion ‎discretion of the court before which any proceeding therefor may be brought.‎brought.‎ (de) The ‎The execution, delivery, and performance of this Agreement will not:not:‎ (i) constitute ‎constitute a violation of the constating documents of VCP23;‎of Bismark;‎ (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation‎cancellation, creation or acceleration of any obligation under or the loss of any material benefit under ‎under or the creation of any benefit or right of any third party under any material Contract, material permit ‎permit or material license to which VCP23 Bismark is a party or as to which any of its property is subject ‎subject which in any such case would have a Material Adverse Effect onVCP23;on Bismark;‎ (iii) constitute a violation of any Law applicable or relating to VCP23 Bismark or its business except for such ‎such violations which would not have a Material Adverse Effect on VCP23Bismark; or (iv) result in the creation of any lien upon any of the assets of VCP23 Bismark other than such liens as would ‎would not have a Material Adverse Effect on VCP23. (e) Other than pursuant to this Agreement, neither VCP23 nor any Affiliate or Associate of VCP23 nor, to the knowledge of VCP23, any director or officer of VCP23 beneficially owns or has the right to acquire a beneficial interest in any Bayswater Shares.Bismark.‎

Consents, Authorizations and Binding Effect. (a) VCP23 ‎Limitless may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving ‎giving any notice or otherwise, except:except:‎ (i) consents, approvals, authorizations and waivers which have been obtained (or ‎‎(or will be obtained prior to the Effective Date) and are unconditional‎unconditional, and in full force and effect, and notices which have been ‎been given on a timely basisbasis;‎ (ii) the requisite approval of the Limitless Shareholders of ‎the Limitless Amalgamation Resolution; or (iiiii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent VCP23 Limitless from performing its obligations under this Agreement and would ‎would not be reasonably likely to have a Material Adverse Effect on VCP23.‎Limitless.‎ (b) VCP23 Limitless has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.hereunder and to complete the ‎Amalgamation, subject to the approval of the Limitless Amalgamation ‎Resolution by the Limitless Shareholders.‎ (c) This The board of directors of Limitless has: (i) approved the Business Combination and the execution, delivery and performance of this Agreement and (ii) ‎directed that the Limitless Amalgamation Resolution be submitted to the ‎Limitless Shareholders.‎ (d) ‎This Agreement has been duly executed and delivered by VCP23 and Limitless ‎and constitutes a legal, valid, and binding obligation of VCP23Limitless, enforceable ‎enforceable against it in accordance with its terms, except:except:‎ (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws ‎Laws of general application relating to or affecting the enforcement of ‎of creditors’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable ‎equitable relief may be subject to equitable defenses and to the discretion ‎discretion of the court before which any proceeding therefor may be brought.‎brought.‎ (de) The ‎The execution, delivery, and performance of this Agreement will not:not:‎ (i) constitute ‎constitute a violation of the notice of the constating documents of VCP23;‎of Limitless;‎ (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation‎cancellation, creation or acceleration of any obligation under or the loss of any material benefit under ‎under or the creation of any benefit or right of any third party under any material Contract, material permit ‎permit or material license to which VCP23 Limitless is a party or as to which any of its property is subject ‎subject which in any such case would have a Material Adverse Effect onVCP23;on Limitless;‎ (iii) constitute a violation of any Law applicable or relating to VCP23 Limitless or its business except for such ‎such violations which would not have a Material Adverse Effect on VCP23Limitless; or (iv) result in the creation of any lien upon any of the assets of VCP23 Limitless other than such liens as would ‎would not have a Material Adverse Effect on VCP23. (e) Other than pursuant to this Agreement, neither VCP23 nor any Affiliate or Associate of VCP23 nor, to the knowledge of VCP23, any director or officer of VCP23 beneficially owns or has the right to acquire a beneficial interest in any Bayswater Shares.Limitless.‎

Consents, Authorizations and Binding Effect. (a) VCP23 Each of Parentco and Subco may execute, deliver and perform this Agreement and each other Transaction Document to which it is a party without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional, unconditional and in full force and effect, and notices which have been given on a timely basis; orand (ii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation Arrangement or otherwise prevent VCP23 either of Parentco or Subco from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on VCP23Agreement. (b) VCP23 Each of Parentco and Subco has full corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunderhereunder and thereunder, and to complete the Arrangement. (c) This Each of this Agreement and the other Transaction Documents to which Parentco or Subco is a party has been duly executed and delivered by VCP23 Parentco or Subco, as the case may be, and constitutes a legal, valid, and binding obligation of VCP23Parentco or Subco, as the case may be, enforceable against it each of Parentco or Subco in accordance with its respective terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (d) The execution, delivery, delivery and performance of this Agreement and each other Transaction Document to which they are party by each of Parentco and Subco will not: (i) constitute a violation of the constating documents of VCP23;their respective Constating Documents, each as amended; or (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which VCP23 is a party or as to which any of its property is subject which in any such case would have a Material Adverse Effect onVCP23; (iii) constitute a violation of any Law applicable or relating to VCP23 either of Parentco and Subco or its business their respective businesses except for such violations which would not have a Material Adverse Effect on VCP23; or (iv) result in prevent or delay the creation of any lien upon any completion of the assets of VCP23 other than such liens as would not have a Material Adverse Effect on VCP23Arrangement, including foreign exchange controls. (e) Other than pursuant to this Agreement, neither VCP23 Neither Parentco nor Subco or any Affiliate of their respective Affiliates or Associate of VCP23 nor, to the knowledge of VCP23, any director or officer of VCP23 Associates beneficially owns or has the right to acquire a beneficial interest in any Bayswater Shares, except pursuant to the Transaction Documents. (f) All of the issued and outstanding capital stock of Subco is owned by Parentco and its Affiliates. There are no subscriptions, options, warrants, convertible securities, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Subco is a party or by which it is bound obligating Subco to issue, deliver or sell, or cause to be issued, delivered or sold, redeem or otherwise acquire, any securities or other ownership interests of Subco; other than agreements, if any, between Subco and Parentco. (g) There are no actions, suits, claims or proceedings, whether in equity or at law, or any investigations by a Governmental Entity pending or, to the knowledge of Parentco, threatened against Parentco and/or Subco, which question or challenge the validity of this Agreement, or any other Transaction Document, or any action taken or to be taken pursuant hereto or thereto. (h) Parentco has cash resources and/or binding commitments to provide financing in an aggregate amount sufficient to enable payment of the full amount which is payable to the Securityholders in accordance with the Plan of Arrangement. Parentco has furnished to Zemex true and complete copies of all such financing commitments. Such financing commitments are binding on the parties thereto and are enforceable in accordance with their terms, subject to the same exceptions as are listed in Section 2.02(c) above. Parentco has no knowledge or reason to believe that the parties issuing such commitments will not fund them in accordance with their terms. (i) Parentco has caused Subco to be formed for the purpose of consummating the transaction contemplated hereby. Subco has no Liabilities, other than liabilities incident to its incorporation which are not material in amount or Liabilities between Parentco and Subco. (j) Neither Parentco nor any affiliate of Parentco (as defined in the Competition Act (Canada)) owns or as of the Closing Date will own any assets located in Canada. Neither Parentco nor any affiliate of Parentco (as so defined) has sold any products or provided any services in Canada in the twelve month period immediately preceding the date hereof and will not have done so as of the Closing Date. (k) Neither Parentco nor any Affiliate of Parentco has sold any products or provided any services in the United States during its most recent fiscal year. Except for investment assets or securities of unrelated Persons, the aggregate amount of assets in the United States of Parentco and its Affiliates does not exceed $1,000,000.