Fulfilment of Conditions Precedent. (a) The Company and the Selling Shareholders shall use their best endeavours to ensure, fulfill or procure the fulfillment of the Conditions Precedent on or before April 30, 2007.
(b) If at any time any Party becomes aware of any circumstances that will or are likely to give rise to the non-fulfilment of the Conditions Precedent by April 30, 2007, then such Party shall immediately give to the other Parties written particulars of any such circumstances and the Parties hereto shall co-operate fully with a view to procuring fulfilment of the relevant Condition Precedent.
Fulfilment of Conditions Precedent. Except to the extent waived in writing by the Investors, all of the Conditions Precedent shall be satisfied by the Long Stop Date in the manner acceptable to the Investors. Each of the Company and the Promoters shall take all steps necessary to promptly and expeditiously fulfil the Conditions Precedent and shall promptly inform the Investors of all actions and steps taken in this behalf, on an on-going basis. Within 7 (seven) Business Days of fulfilment (or waiver in writing by the Investors, on a case to case basis) of all the Conditions Precedent, the Company shall provide written confirmation of the same to the Investors in an Agreed Form (“CP Confirmation Certificate”). Upon the Investors being satisfied with the fulfilment of the Conditions Precedent pursuant to Clauses 3.2.1 to 3.2.3 above, the Investors, the Company and the Promoters shall agree upon a date (“Completion Date”) on which the Completion shall occur, which shall occur on or before the Long Stop Date. Completion Subject to the terms and conditions set forth in this Agreement including fulfilment of Conditions Precedent set forth in Clause 3.1 (unless specifically waived by the Investors), Completion shall take place on the Completion Date, at the registered office of the Company or at such other place, date and time as the Company, the Investors and the Promoters may agree in writing. At Completion, the Parties shall ensure the following: The Investors shall remit the Subscription Consideration to the Company. The Company shall and the Promoters shall cause the Company to hold a Board and a Shareholders’ meeting (where necessary under the Act) in order to give effect to the following: (a) recording and ratifying the execution of this Agreement and ratifying the transactions contemplated in this Agreement; (b) recording the receipt by the Company of the Subscription Consideration; (c) issuing and allotting the Subscription Shares to the Investors in the manner as set forth in Clause 2.1 above; (d) authorizing the issuance of duly stamped share certificates in relation to the Subscription Shares to the Investors; (e) authorizing the entry in the register of members maintained under the Act, the names of the Investors as the holders of their respective Subscription Shares; (f) amending the Charter Documents to incorporate the provisions of this Agreement; (g) approving and adopting the entrenchment provisions contained in the Restated Articles; and (h) authorising specified individuals to f...
Fulfilment of Conditions Precedent. (a) The Generator shall use reasonable endeavours to fulfil or procure the fulfilment of:
(i) the Initial Conditions Precedent as soon as reasonably practicable and in any event no later than the Initial Longstop Date; and
(ii) the Operational Conditions Precedent as soon as reasonably practicable and in any event before the Longstop Date.
(b) The DPA Counterparty shall notify the Generator as soon as reasonably practicable after the DPA Counterparty considers that:
(i) the Initial Conditions Precedent have been fulfilled (or waived in accordance with clause 6.4 (Waiver)); and
(ii) the Operational Conditions Precedent have been fulfilled (or waived in accordance with clause 6.4 (Waiver)) ("Operational CP Fulfilment Notice").
(c) Upon receipt of the Operational CP Fulfilment Notice, the Generator shall notify the DPA Counterparty of the date that the Generator has selected as the "Start Date" in accordance with, and subject to, the definition of that term in clause 1.1 (Definitions).
Fulfilment of Conditions Precedent. The Company and the Promoters jointly and severally undertake to use best endeavours to fulfil the Conditions Precedent as set out in Clause 4.1 (Conditions Precedent to Closing) above as soon as possible and no later than the Long Stop Date. If the Company or the Promoters become aware of any event or circumstance that may prevent any of the Conditions Precedent from being satisfied, then the Company and the Promoters shall forthwith nofity the Investor of the same in writing. On fulfilment of the Conditions Precedent, the Company and the Promoters shall deliver to the Investor an original, duly executed certificate, in the form set out in SCHEDULE 5 to this Agreement (“CP Fulfilment Certificate”), certifying that the Conditions Precedent set out in Clause 4.1 (Conditions Precedent to Closing) above have been fully satisfied in all respects, together with certified copies of all the requisite documents and instruments evidencing the fulfilment of the same.
Fulfilment of Conditions Precedent. If each of the conditions set out in clause 4.1 shall not have been fulfilled (or waived) by the Long Stop Date as set forth in the GPC JV Contract, this agreement shall, unless the parties otherwise agree in writing, thereupon automatically cease and terminate and no party shall have any claim of any nature whatsoever against the other parties, save in respect of any prior breach of the provisions of this agreement.
Fulfilment of Conditions Precedent. Each of the signatories to this addendum hereby confirms and agrees that the conditions precedent contained in clauses 4.1.3.1; 4.1.8; 4.1.12, 4.1.18 and 4.1.19 of the Implementation Agreement (as renumbered in accordance with clause 1) have, as at the date of last signature of this addendum, been fulfilled and if not fulfilled, are, to the extent possible, hereby waived. THUS DONE and SIGNED at ___________________________ on this the ________________ day of ________________________ 2009. For and on behalf of by _____________________________________ who warrants his authority hereto (RS\AGR\AMPLATS\ANOORAQ XXXXXXX\ XXXX00-XX00 ADDENDUM TO IMPLEMENTATION AGR) AC/gvh THUS DONE and SIGNED at ___________________________ on this the ________________ day of ________________________ 2009. For and on behalf of by _____________________________________ who warrants his authority hereto THUS DONE and SIGNED at ___________________________ on this the ________________ day of ________________________ 2009. For and on behalf of by _____________________________________ who warrants his authority hereto (RS\AGR\AMPLATS\ANOORAQ XXXXXXX\ XXXX00-XX00 ADDENDUM TO IMPLEMENTATION AGR) AC/gvh
Fulfilment of Conditions Precedent. 2.1 As a result of the renumbering of the sub-clause numbers in clause 4.1 of the Implementation Agreement, in accordance with clause 1.2.2 above, the recordal of those conditions precedent that have been fulfilled or waived, as specified in clause 3 of the First Addendum to the Implementation Agreement dated 12 May 2009 (“First Addendum”), is incorrect.
2.2 Accordingly, each of the signatories to this addendum hereby agrees to the deletion of clause 3 of the First Addendum and hereby confirms and agrees that the conditions precedent contained in clauses 4.1.5; 4.1.8, 4.1.14 and 4.1.15 of the Implementation Agreement (as renumbered in accordance with clause 1.2.2 above) have, as at the date of last signature of this addendum, been fulfilled and if not fulfilled, are, to the extent possible, hereby waived. (XX\XXX\XXXXXXX\XXXXXXX XXXXXXX\ XXXX00-XX00 THIRD ADDENDUM TO IMPLEMENTATION AGR) AC
2.3 Further, each of the signatories to this addendum hereby confirms and agrees that it is not necessary to fulfil the condition precedent contained in clause 4.1.6 (as renumbered).
Fulfilment of Conditions Precedent. 7.2.1 Without prejudice to Clause 7.2.2 up to and including Clause 7.2.13, ASR and Aegon shall, from the date of this Agreement up to the Closing Date, use their respective reasonable best efforts to ensure satisfaction of and compliance with their respective Conditions Precedent as soon as reasonably possible. Competition Condition
7.2.2 With respect to the Competition Condition and without prejudice to the generality of the foregoing provisions of this Clause 7.2, ASR shall, and shall cause the relevant members of the ASR Group to: Aegon Annual Report on Form 20-F 2022 | 481 About Aegon Governance and risk management Financial information Non-financial information
a. as soon as practicable, and in any event no later than 25 (twenty-five) Business Days after the date of this Agreement, prepare and file with the Competition Authority the filings necessary to satisfy the Competition Condition (the “Merger Clearance Filings”);
b. supply as soon as reasonably possible any additional information and documentation requested by the Competition Authority in connection with the Merger Clearance Filings, subject to Aegon and the Group Companies having made available to ASR all relevant information and documentation pursuant to Clause 7.2.5;
c. [***] [***] [***]
d. refrain from carrying out any action (including making or agreeing to make any acquisition or investment) or omitting anything that could reasonably cause delay or hinder, impede or prejudice satisfaction of the Competition Condition;
e. bear all filing fees and other costs incurred in connection with the fulfilment of the Competition Condition (other than fees, costs and expenses of Aegon’s advisers in relation to the Merger Clearance Filings), and shall also bear all costs, penalties and fines imposed (including penalties and fines imposed on Aegon, the Aegon Group and the Group Companies) resulting from not making timely or correct Merger Clearance Filings, except to the extent failure to make a timely or correct Merger Clearance Filing is the direct result of a material breach of an obligation of Aegon set out in Clause 7.2.5.
Fulfilment of Conditions Precedent. 3.1 The Parties hereby agree and confirm that:
3.1.1 the Conditions Precedent referred to in clauses 3.1.1.1, 3.1.1.3 and 3.1.2 of the Agreement have been fulfilled, as per the attachments to this Addendum marked A, B and C; and
3.1.2 subject to the waiver in terms of clause 3.2 of this Addendum and the amendments to the Agreement in terms of this Addendum, the Agreement has therefore become unconditional.
3.2 The Purchaser hereby waives its right contained in clause 3.1.3 of the Agreement to notify the Seller that a Material Adverse Event has occurred.
Fulfilment of Conditions Precedent. 4.2.1. The Company shall use best endeavours to fulfil the Conditions Precedent as set out in Clause 4.1 above (to the extent that it is not waived in writing by Sabre) as soon as possible and no later than the Long Stop Date.
4.2.2. On fulfilment of the Conditions Precedent, the Company shall deliver to Sabre an original, duly executed certificate, in the form set out in Schedule 3 to this Agreement (“CP Fulfilment Certificate”), certifying that the Conditions Precedent set out in Clause 4.1 above have been fully satisfied in all respects (unless expressly waived by Sabre in writing), together with all the requisite documents and instruments evidencing fulfilment of the same. It is hereby clarified that Sabre shall not be able to waive the Condition Precedent as set out in Clause 4.1.10 above.
4.2.3. In the event, the Company becomes aware of a fact or circumstance that might prevent any of the Conditions Precedent from being satisfied, the Company shall immediately inform Sabre in writing of the same.
