General conditions precedent. The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to:
(a) the representations and warranties in clause 4 (Representations and warranties) being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and
(b) no Event of Default or Default having occurred and continuing at the time of the Effective Date.
General conditions precedent. The obligation of the Banks to make any Advance available shall be subject to the further conditions that, at the time of the giving of the Drawdown Notice for such Advance, and at the time of the making of such Advance:
9.2.1 the representations and warranties contained in (a) clauses 7.1, 7.2 and 7.3(b) of this Agreement and (b) clause 4 of each Corporate Guarantee, are true and correct on and as of each such time as if each was made with respect to the facts and circumstances existing at such time; and
9.2.2 no Default shall have occurred and be continuing or would result from the making of the relevant Advance.
General conditions precedent. The agreement of the Bank referred to in clause 2 shall be further subject to:
5.2.1 the representations and warranties in clause 4 being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and
5.2.2 no Default having occurred and continuing at the time of the Effective Date.
General conditions precedent. The consent of the Creditors referred to in clause 2 shall be further subject to:
5.2.1 the representations and warranties in clause 4 being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and
5.2.2 no Event of Default having occurred and continuing at the time of the Effective Date.
General conditions precedent. The obligation of the Bank to make the Loan shall be subject to the further condition that, at the time of the giving of the Drawdown Notice , and at the time of the making of the Loan:
10.2.1 the representations and warranties contained in clauses 8.1 and 8.2 are true and correct on and as of each such time as if each was made with respect to the facts and circumstances existing at such time; and
10.2.2 no Default shall have occurred and be continuing or would result from the making of the Loan.
General conditions precedent. The respective obligations of the parties hereto to consummate the transactions contemplated hereby, and in particular the Amalgamation, are subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by the consent of each of the parties without prejudice to their rights to rely on any other or others of such conditions:
(i) this Agreement and the transactions contemplated hereby, including, in particular, the Amalgamation, shall be approved by the sole shareholder of SubCo and by the sole shareholder of NewCo in accordance with the BCBCA;
(ii) all the conditions required to close the Amalgamation set out herein and in the Acquistion Agreement being met or waived; and
(iii) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Amalgamation.
General conditions precedent. The agreement of the Creditors referred to in clause 2 shall be further subject to:
6.2.1 the representations and warranties in clause 5 being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and
6.2.2 no Default having occurred and continuing at the time of the Effective Date.
General conditions precedent. The obligations of each party hereto to consummate the Exchange and the other transactions contemplated by this Agreement shall be subject to fulfillment on or prior to the Closing of each of the following conditions:
General conditions precedent. The agreement of the Lenders and the Agent referred to in clause 2 shall be further subject to:
(a) the representations and warranties in clause 4 being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and
(b) no Default having occurred and continuing at the time of the Effective Date.
General conditions precedent. The respective obligations of the parties hereto to consummate the transactions contemplated hereby, and in particular the Amalgamation, are subject to the satisfaction, on or before the Effective Date, of the following conditions, any of which may be waived by the mutual consent of such parties without prejudice to their right to rely on any other of such conditions, subject to the last paragraph of this Section 18:
(a) the Amalgamation shall be approved by the Lucid Shareholders in accordance with the applicable provisions of the Act;
(b) the Articles of Amalgamation to be filed with the Director in accordance with the Amalgamation shall be in form and substance satisfactory to each of FSD and Lucid, acting reasonably;
(c) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Amalgamation;
(d) all necessary third party, regulatory and governmental approvals, waivers and consents in respect of the transactions contemplated herein shall have been obtained on terms and conditions satisfactory to FSD and Lucid, each acting reasonably;
(e) no material Action shall be pending or threatened by any Person and there shall be no action taken under any existing Applicable Law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Authority, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any other transactions contemplated herein; or
(ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein; and
(f) this Agreement shall not have been terminated pursuant to Section 23 hereof. The conditions described above are for the mutual benefit of FSD, Lucid and Subco and may be asserted by FSD, Lucid and Subco regardless of the circumstances, and such conditions (other than the condition set forth in Subsection 18(a) above) may be waived by FSD, Lucid and Subco in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which FSD, Lucid and Subco may have.
