Common use of In Favour of all Parties Clause in Contracts

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.

Appears in 1 contract

Samples: Share Exchange Agreement

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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 the Issuer of the Transaction; (b) approval of the shareholders of Explorex Isracann of the Fundamental Change, the POA and the ContinuationTransaction; (c) approval of the shareholders directors of Raffles Isracann of the Transaction, if applicable; (d) approval of the directors shareholders of Raffles the Issuer 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 ClosingConvertible Loan; (f) there being no prohibition at law against closing of the Transaction, and no shall not be in force any 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) there being no prohibition at law against closing of the Transaction; (h) 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 (hi) this Agreement shall have not been terminated in accordance with Section Article 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 the Issuer and Raffles Xxxxxxxx for itself, and on behalf of the Raffles ShareholdersIsracann Securityholders, in whole or in part on or before the Time of Closing.

Appears in 1 contract

Samples: Securities Exchange Agreement

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 the Issuer of the Transaction; (b) approval of the shareholders of Explorex DCU of the Fundamental Change, the POA and the ContinuationTransaction; (c) approval of the shareholders of Raffles of the Transaction, if applicable; (d) approval of the directors of Raffles DCU 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; (fd) there being no prohibition at law against closing of the Transaction, and no shall not be in force any order or decree shall be in force restraining or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Transaction; (e) the board and management of DCU shall have been reconstituted to reflect the individuals set out in Section 3.1 hereof; (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, including without limitation the receipt of the Regulatory Approval; and (h) this Agreement shall have not been terminated in accordance with Section 11 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 Explorex the Issuer and Raffles DCU for itself, and on behalf of the Raffles DCU Shareholders, in whole or in part on or before the Time of Closing.

Appears in 1 contract

Samples: Securities Exchange Agreement (Liquid Media Group Ltd.)

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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 shareholders of the TransactionIssuer of the Acquisition, if required; (b) approval of the shareholders of Explorex directors of the Fundamental Change, Issuer of the POA and the ContinuationTransaction; (c) approval of the shareholders of Raffles Patriot of the TransactionAcquisition, if applicablerequired; (d) approval of the directors of Raffles Patriot of the TransactionAcquisition; (e) completion the closing 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 before or concurrently with the signing authorities of such bank account as of Closing; (f) there being no prohibition at law against closing of the Transaction, and no shall not be in force any 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) there being no prohibition at law against closing of the Transaction; (h) 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 (hi) this Agreement shall have not been terminated in accordance with Section Article 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 the Issuer and Raffles Patriot for itself, and on behalf of the Raffles ShareholdersPatriot Securityholders, in whole or in part on or before the Time of Closing.

Appears in 1 contract

Samples: Securities Exchange Agreement

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