Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the applicable Purchased Securities to be purchased and issued at the Closing shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):
(i) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; and
(ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement.
Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below:
(a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise;
(b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority;
(c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality;
(d) the representations and warranties of the each party being true in all material respects at the Effective Time;
(e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and
(f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof.
(g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of...
Mutual Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions:
Mutual Conditions. The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote.
(b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal.
(d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(f) The Buyer Shares to be issued in the Merger shall have been approved ...
Mutual Conditions. The obligations of Seller and Buyer to consummate the Reorganization are subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.
(a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote.
(c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization.
(d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated.
(e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares ...
Mutual Conditions. The respective obligations of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of the following conditions, each of which may, to the extent permitted by applicable Law, be waived in a writing signed by both Seller and the Company, each at its sole discretion:
Mutual Conditions. The respective obligations of MPX, SpinCo, AcquisitionCo and iAnthus to complete the Arrangement are subject to the fulfillment of the following conditions at or before the Completion Deadline or such other time as is specified below:
(a) the Interim Order shall have been granted on terms consistent with this Agreement and in form and substance satisfactory to MPX and iAnthus, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to MPX or iAnthus, each acting reasonably, on appeal or otherwise;
(b) the MPX Continuance shall have been approved by the MPX Shareholders at the MPX Meeting;
(c) the MPX Arrangement Resolution shall have been approved by the MPX Securityholders in accordance with the Interim Order;
(d) the Final Order shall have been granted in form and substance satisfactory to MPX and iAnthus, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to MPX or iAnthus, each acting reasonably, on appeal or otherwise;
(e) the Regulatory Approvals shall have been received;
(i) SpinCo shall be validly existing under the laws of Ontario and all of the issued and outstanding shares of capital stock and other ownership interests in SpinCo shall be legally and beneficially owned by MPX free and clear of all Encumbrances. there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof;
Mutual Conditions. The respective obligations of the parties hereto to consummate the Amalgamation shall be subject to the satisfaction of the following conditions:
(a) the Amalgamation and this Agreement shall have been approved by the shareholders of each of the Amalgamating Corporations in accordance with the ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactions;
(b) there shall not be in force any order or decree restraining or enjoining the consummation of the Amalgamation;
(c) the Amalgamating Corporations shall have obtained all governmental, regulatory, stock exchange and third party consents, approvals and authorizations required or necessary in connection with the transactions contemplated herein on terms and conditions reasonably satisfactory to the Amalgamating Corporations, including regulatory approval of the Transfer Within Escrow, which shall occur immediately prior to the closing of the Amalgamation;
(d) the CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the listing of the Amalco Common Shares to be issued or reserved for issuance pursuant to the Amalgamation subject to compliance with the usual requirements of such stock exchange;
(e) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation;
(f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party;
(g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; and
(h) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of them.
Mutual Conditions. The respective obligation of each Party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):
(i) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal;
(ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and
(iii) the Purchased Units shall have been approved for listing on the NYSE, subject to notice of issuance.
Mutual Conditions. The respective obligations of each Co-Investor and the Company to consummate the subscription and issuance of the Shares shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):
(a) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;
(b) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal the consummation of the transactions contemplated by this Agreement;
(c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurred; and
(d) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) shall have been satisfied or waived, and the Closing shall occur concurrently with the Investment Closing.
