Fulfilment of Conditions. If the conditions set out in Article 8.1 and 8.5 are fulfilled or waived by the Submission Date, then, upon the issue by the Registrar of the certificate of business acquisition pursuant to section 16(8)(b) of the Act:
(a) this Agreement shall constitute the absolute sale, transfer and assignment of all of the Vendor’s Assets to the Purchaser pursuant to section 18 of the Act, upon the terms and conditions herein set forth;
(b) this Agreement shall be binding upon the Vendor and the Purchaser and each of the members and shareholders of the Vendor and the Purchaser; and
(c) without any further act or deed, as of the Effective Date:
(i) the Vendor shall cease to carry on business;
(ii) all the Vendor’s Assets shall be transferred to and vested in the Purchaser;
(iii) all of the Vendor’s Liabilities:
A. shall be transferred to and assumed by the Purchaser;
B. shall become the obligations and liabilities of the Purchaser; and
C. shall become enforceable against the Purchaser as if the Purchaser had incurred them; and
(iv) each member of the Vendor will become a member of the Purchaser and will remain a member of the Purchaser until the membership ceases in accordance with the provisions of the Act or the Rules of the Purchaser.
Fulfilment of Conditions. Each Seller and the Company will execute and deliver at the Closing each instrument that the Sellers and the Company are required under this Agreement to execute and deliver as a condition to the Closing, shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy all other conditions to the obligations of the Purchaser contained in this Agreement and shall not permit the Company to take, or fail to take, any action that could reasonably be expected to result in the non-fulfilment of any such condition. Without limiting the generality of the foregoing, each Seller and the Company shall not take or omit to take any reasonable action, or permit such action or omission if it reasonably can be expected that as a result of such action or omission, any representation or warranty made by the Sellers or the Company under this Agreement shall not be true and correct in all respects at and as of the Closing Date as if made on that date.
Fulfilment of Conditions. Each of the parties shall do all acts and things reasonably necessary to procure the fulfilment of the conditions set out in clause 9.1.
Fulfilment of Conditions. The Purchaser will execute and deliver at the Closing each instrument that the Purchaser is required to execute and deliver as a condition to the Closing, shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy all other conditions to the obligations of the Sellers and the Company contained in this Agreement and shall not take, or fail to take, any action that could reasonably be expected to result in the non-fulfilment of any such condition. Without limiting the generality of the foregoing, the Purchaser shall not take or omit to take any reasonable action, or permit such action or omission if it reasonably can be expected that as a result of such action or omission, any representation or warranty made by the Purchaser under this Agreement shall not be true and correct in all respects at and as of the Closing Date as if made on that date.
Fulfilment of Conditions. The SRAS Provider must use reasonable endeavours to fulfil or procure the fulfilment of the Conditions Precedent by the Conditions Precedent Fulfilment Date.
Fulfilment of Conditions. Each Party will use its best endeavours to ensure that each of the conditions is fulfilled at the earliest reasonable opportunity, and in any event on or before the Outside Date provided that nothing in this Agreement will require any person to provide the Commerce Commission, Overseas Investment Office or other similar Governmental Entities in other relevant jurisdictions with any undertakings in relation to divestments of its business activities to secure any clearance required.
Fulfilment of Conditions. The NSCAS Provider must use reasonable endeavours to fulfil or procure the fulfilment of the Conditions Precedent by the Conditions Precedent Fulfilment Date.
Fulfilment of Conditions. The Reserve Provider must use reasonable endeavours to fulfil or procure the fulfilment of the conditions subsequent by the conditions subsequent fulfilment date.
Fulfilment of Conditions. At or prior to the Closing Time, the Company will have fulfilled or caused to be fulfilled, each of the conditions set out in Section 6 hereof.
Fulfilment of Conditions. 2.8.1 EARNZ and the Directors severally undertake to use their respective reasonable endeavours to procure that each of the Conditions is fulfilled by the due time and/or date referred to in each case or by:
(a) the Admission Document Long Stop Date in respect of the Conditions under Clause 2.1 ( );
(b) 11:59 pm on the date immediately prior to the Expected First Admission Date in respect of the EIS Placing;
(c) 7.30 am on the Expected First Admission Date in respect of the VCT Placing; and
(d) 8.00 am on the Expected Re-Admission Date in respect of the Non-EIS/VCT Placing, or by such later time and/or date as may be agreed by Shore Capital pursuant to Clause 2.6 ( ).
2.8.2 In the event of any non-fulfilment of any Condition or any matter, fact, circumstance or event arising or occurring which would or might result in any Condition being incapable of being fulfilled, EARNZ and the Directors shall forthwith give notice to the Nomad and the Joint Brokers of the circumstances of such non-fulfilment or potential non-fulfilment.
