In Favour of all Parties. The obligations of all parties under this Agreement are subject to the fulfillment of the following condition on or before June 30, 2005:
(a) the passing of an ordinary resolution by the shareholders of the Purchaser approving the purchase of the Company Shares on the terms contemplated by this Agreement; and completion as of the Time of Closing, of a private placement of 500,000 shares of the Purchaser to be issued at a price of US$0.25 per share and if such conditions have not been fulfilled by that date or such later date that the parties may mutually agree upon, this Agreement shall terminate and be of no further force and effect.
In Favour of all Parties. The obligations of all parties under this Agreement are subject to the fulfillment of the following conditions prior to the Time of Closing or such other time as herein provided:
(a) approval of the directors of the Issuer of the Transaction;
(b) approval of the directors of PrivCo of the Acquisition;
(c) if required by the TSXV, the approval of the shareholders of the Issuer for the delisting of the Issuer Shares from the TSXV;
(d) conditional approval, subject to compliance with the usual requirements of the CSE, for the listing of the Resulting Issuer Shares on the CSE;
(e) approval of the shareholders of PrivCo of the Acquisition, if required;
(f) 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 Transaction and Name Change;
(g) there being no prohibition at law against closing of the Transaction;
(h) completion of the transactions contemplated by the FundCo Agreement;
(i) completion of the SubCo Acquisition;
(j) all consents, orders and approvals required for the completion of the Transaction and transactions ancillary thereto shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to all of the parties hereto, acting reasonably, including without limitation the receipt of the Regulatory Approval; and
(k) each of the PrivCo Securityholders receiving Issuer Consideration Shares will have entered into the PrivCo Shareholders Pooling Agreement with the Issuer;
(l) this Agreement shall have not been terminated in accordance with Article 10 of this Agreement. The conditions precedent set forth above are for the benefit of all parties and may only be waived in writing by the Issuer and PrivCo for itself, and on behalf of the PrivCo Securityholders, in whole or in part on or before the Time of Closing.
In Favour of all Parties. The obligations of all parties under this Agreement are subject to the fulfillment of the following conditions prior to the Closing or such other time as herein provided:
(a) approval of the directors of the Issuer of the Transaction;
(b) approval of the shareholders of 226 of the Transaction, if required;
(c) approval of the directors of 226 of the Transaction;
(d) approval of the shareholders of the Issuer of the Transaction, if required;
(e) 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 Transaction;
(f) there being no prohibition at law against closing of the Transaction;
(g) all consents, orders and approvals required for the completion of the Transaction and transactions ancillary thereto shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to all of the parties hereto, acting reasonably; and
(h) this Agreement shall have not been terminated in accordance with Article 10 of this Agreement. The conditions precedent set forth above are for the benefit of all parties and may only be waived in writing by the Issuer and 226 for itself, and on behalf of the 226 Shareholders, in whole or in part on or before Closing.
In Favour of all Parties. The obligations of all parties under this Agreement are subject to the fulfillment of the following conditions prior to the Time of Closing or such other time as herein provided:
(a) approval of the directors of Explorex of the Transaction;
(b) approval of the shareholders of Explorex of the Fundamental Change, the POA and the Continuation;
(c) approval of the shareholders of Raffles of the Transaction, if applicable;
(d) approval of the directors of Raffles of the Transaction;
(e) completion of the Concurrent Financing, of which $300,000 of such Concurrent Financing must be placed in Explorex’s Canadian bank account prior to Closing, of which Xxxx Xxxx will be made one of the signing authorities of such bank account as of Closing;
(f) there being no prohibition at law against closing of the Transaction, and no order or decree shall be in force restraining or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Transaction;
(g) all consents, orders and approvals required for the completion of the Transaction and transactions ancillary thereto shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to all of the parties hereto, acting reasonably, including without limitation the receipt of the Regulatory Approval; and
(h) this Agreement shall have not been terminated in accordance with Section 11 of this Agreement. The conditions precedent set forth above are for the benefit of all parties and may only be waived in writing by Explorex and Raffles for itself, and on behalf of the Raffles Shareholders, in whole or in part on or before the Time of Closing.
In Favour of all Parties. The obligations of all parties under this Agreement are subject to the fulfillment of the following condition on or before September 30, 2005:
(a) the passing of an ordinary resolution by the shareholders of the Purchaser approving the purchase of the Company Shares on the terms contemplated by this Agreement; and if such condition has not been fulfilled by that date or such later date that the parties may mutually agree upon, this Agreement shall terminate and be of no further force and effect.
In Favour of all Parties. The obligations of all parties under this Agreement are subject to the fulfillment of the following conditions prior to the Time of Closing or such other time as herein provided:
(a) the Issuer making all filings which may be required under Applicable Law;
(b) 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 Transaction;
(c) there being no prohibition at law against closing of the Transaction;
(d) all consents, orders and approvals required for the completion of the Transaction and transactions ancillary thereto shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to all of the parties hereto, acting reasonably; and
(e) this Agreement shall have not been terminated in accordance with Article 10 of this Agreement. The conditions precedent set forth above are for the benefit of all parties and may only be waived in writing by the Issuer and Polaris for itself, and on behalf of the Polaris Shareholders, in whole or in part on or before the Time of Closing.
In Favour of all Parties. The obligations of Element79, Xxxxxxx and Xxxxxxx Shareholders to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Closing or such other time as is specified below:
In Favour of all Parties. The obligations of the Parties under this Agreement are subject to the fulfillment of the following conditions at or prior to the Closing:
(a) this Agreement will not have been terminated in accordance with its terms;
(b) all shareholder approvals required for completion of the Acquisition will have been obtained;
(c) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Acquisition, results in a judgment or assessment of damages relating to the Acquisition that is materially adverse to WPD or Westcot or that could reasonably be expected to impose any condition or restriction upon WPD or Westcot which, after giving effect to the Acquisition, would so materially and adversely impact the economic or business benefits of the Acquisition as to render inadvisable the completion of the Acquisition;
(d) neither WPD or Westcot will be subject to unresolved litigation or court proceedings which could result in a Material Adverse Effect on such party;
(e) there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement; and
(f) the TSXV will have provided its acceptance of all transactions contemplated by this Agreement, including the Acquisition and the Bridge Loan.
In Favour of all Parties. The obligations of the Parties under this Agreement are subject to the fulfillment of the following conditions at or prior to the Closing:
(a) PPK shall have completed such filings with the CSE as are necessary in connection with completion of the Acquisition and the listing of the Closing Shares on the CSE as freely tradeable shares as of the Closing Date;
(b) there shall have been obtained the written consents or approvals of any Governmental Authority or persons whose consent to the transactions contemplated hereby is required, and all conditions imposed upon such consents shall have been satisfied; and
(c) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement.
In Favour of all Parties. The obligations of the Parties under this Agreement are subject to the fulfillment of the following conditions at or prior to the Effective Time (unless otherwise indicated):
(a) the Lattice Stockholder Approval (evidenced by the Lattice Stockholder Resolution) having been obtained in accordance with the requirements of all Applicable Laws;
(b) the Blackstone Shareholder Approval Waiver or the Blackstone Shareholder Approval (as applicable) having been obtained in accordance with the requirements of all Applicable Laws;
(c) the unconditional release of the Financing Proceeds to Blackstone;
(d) receipt of the TSX-V Approval;
(e) no pending or threatened action, suit or proceeding by any Governmental Authority or other Person, in each case having a reasonable likelihood of success, and no Applicable Law or Authorization will be in effect, which:
(i) makes the consummation of the Merger illegal or otherwise enjoins or prohibits the Merger, or any transactions otherwise contemplated hereby;
(ii) renders this Agreement or the Merger unenforceable in any way or frustrates the purpose and intent hereof or thereof; or
(iii) has had or would be reasonably expected to have a Material Adverse Effect on any Party; and
(f) the Regulatory Approvals, if any, will have been obtained on terms and conditions satisfactory to the Parties, in each case acting reasonably. The conditions precedent set forth above are for the exclusive benefit of Lattice and Blackstone and may be waived (in writing), in whole or in part, by the mutual consent of Lattice and Blackstone on or before the Effective Time.
