Mutual Condition Precedents Sample Clauses
Mutual Condition Precedents. The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived by the mutual consent of the Parties:
(a) the Arrangement shall have been approved at the Four Seasons Meeting by not less than the Required Vote;
(b) the Interim Order and the Final Order shall each have been obtained in form and on terms reasonably satisfactory to each of the Parties, and shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise;
(c) all Regulatory Approvals shall have been obtained or concluded or, in the case of waiting or suspensory periods, expired or been terminated;
(d) no Governmental Entity shall have enacted, issued, promulgated, applied for (or advised either Four Seasons or the Purchaser in writing that it has determined to make such application), enforced or entered any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of, or dissolves the Arrangement or the other transactions contemplated by this Agreement; and
(e) this Agreement shall not have been terminated in accordance with its terms.
Mutual Condition Precedents. The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived by the mutual consent of the Parties:
6.1.1 the Arrangement shall have been approved at the Target Meeting by not less than the Required Vote;
6.1.2 the Interim Order and the Final Order shall each have been obtained in form and on terms reasonably satisfactory to each of Target and Purchaser, and shall not have been set aside or modified in a manner unacceptable to such Parties, acting reasonably, on appeal or otherwise;
6.1.3 the Articles of Arrangement have been filed with, and the appropriate certificate has been issued by, the Enterprise Registrar;
6.1.4 all Regulatory Approvals shall have been obtained or concluded or, in the case of waiting or suspensory periods, expired or been terminated;
6.1.5 the Purchaser Shares issuable pursuant to the Arrangement shall have been conditionally approved for listing on the Toronto Stock Exchange and the New York Stock Exchange and Purchaser has not been advised that the Purchaser Shares would not be approved for listing, subject to notice of issuance, by the New York Stock Exchange;
6.1.6 the Purchaser Warrants issuable pursuant to the Arrangement shall have been conditionally approved for listing on the Toronto Stock Exchange;
6.1.7 no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of the Arrangement or the other transactions contemplated by this Agreement; and
6.1.8 this Agreement shall not have been terminated in accordance with its terms.
Mutual Condition Precedents. The obligations of the Parties to complete the Arrangement are subject to the satisfaction or waiver by the Parties on or before the Effective Date of each of the following conditions, which are for the mutual benefit of each of the Acquiror and the Company and which may only be waived, in whole or in part, by the mutual consent of each of the Acquiror and the Company:
(a) the Interim Order shall have been obtained in form and substance satisfactory to each of the Acquiror and the Company, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either the Acquiror or the Company, each acting reasonably, on appeal or otherwise;
(b) the Arrangement Resolution, in form and substance acceptable to the Acquiror and the Company, acting reasonably, shall have been approved at the Company Meeting by not less than the Required Vote, in accordance with the Interim Order;
(c) the Final Order shall have been obtained in form and substance satisfactory to each of the Acquiror and the Company, acting reasonably, and shall not have been set aside or modified in any manner unacceptable to either the Acquiror or the Company, each acting reasonably, on appeal or otherwise;
(d) no (i) applicable Law shall be in effect (and no applicable Law shall have been amended) or (ii) Legal Action by a Governmental Entity shall be commenced or be pending or threatened in writing that, in either case, (A) makes consummation of the Arrangement illegal, (B) prohibits, enjoins or otherwise restrains (whether temporarily or permanently) the Company and the Acquiror from consummating the Arrangement or would materially delay the completion of the Arrangement, (C) if the Arrangement were consummated, would reasonably be expected to cause Company Material Adverse Effect or (D) seeks to prohibit or limit the ownership or operation by Gerdau or the Acquiror of any material portion of the business or assets of the Company or to compel Gerdau or the Acquiror or any of their affiliates to dispose of or hold separate any material portion of the business or assets of the Company or any of its subsidiaries as a result of the Arrangement; and
(e) this Agreement shall not have been terminated in accordance with its terms.
Mutual Condition Precedents. 50 6.2 Additional Conditions Precedent to the Obligations of the Purchaser.......................................................50 6.3 Additional Conditions Precedent to the Obligations of Four Seasons....................................................52
Mutual Condition Precedents. 6.2 Additional Conditions Precedent to the Obligations of the Purchaser 6.3 Additional Conditions Precedent to the Obligations of Four Seasons