Mutual Conditions of Closing. The obligations to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing:
(a) there shall be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or PlantX or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction;
(b) there shall be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, materially adversely affects or is reasonable likely to materially adversely affect the Transaction;
(c) receipt of all required regulatory, corporate and third party approvals including CSE approval, if applicable, and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction;
(d) the Consolidation shall have been completed;
(e) neither party shall be subject to unresolved litigation or court proceedings;
(f) there being no prohibition at law against the completion of the Transaction; and
(g) the Closing Date shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of all Parties and may be waived by PlantX (on its own behalf and on behalf of the Shareholders) and the Purchaser, in whole or in part, without prejudice to any Parties right to rely on any other condition in favour of any Party.
Mutual Conditions of Closing. The obligations of the Company and the Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or mutual written waiver, at or prior to the Closing, of each of the following conditions:
Mutual Conditions of Closing. The Parties shall be obliged to complete the purchase and sale of the Purchased Shares only if each of the conditions precedent set out in Part 1 of Schedule "C" hereto have been satisfied in full at or before the Closing Time. Each of such conditions precedent is for the benefit of each of the Parties, and the Parties may by mutual consent waive any of them in whole or in part in writing.
Mutual Conditions of Closing. The obligations of the Company and the Investor to consummate the transactions contemplated hereby is subject to the satisfaction, or written waiver from the Company and the Investor, of the following conditions precedent:
(a) there shall not be any Law in effect that enjoins, prohibits or materially alters the terms of the transactions contemplated by this Agreement, and no action, suit, investigation or proceeding pending by a Governmental Entity of competent jurisdiction that seeks such Law;
(b) the issue and delivery of the Subject Shares shall be exempt from the requirement to file a prospectus or registration statement and there shall be no requirement to deliver an offering memorandum under applicable securities Law relating to the issuance and delivery of the Subject Shares; and
(c) the Investor and the Company shall have executed and delivered the Investor Agreement.
Mutual Conditions of Closing. The obligations of each of the Investor and the Company to consummate the Closings are subject to the fulfillment as of the Closing Dates of the following conditions:
Mutual Conditions of Closing. The obligations of Barrick and Newmont to consummate the transactions contemplated by this Agreement, including the Pre-Closing Transactions, shall be subject to the fulfilment on or before the Time of Closing of each of the following conditions:
(a) no preliminary or permanent injunction or other Order, decree or ruling issued by a Governmental Authority having jurisdiction, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Authority having jurisdiction, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, shall be in effect; and
(b) the Required Regulatory Approvals shall have been obtained and remain in full force and effect. The foregoing conditions are for the exclusive benefit of Barrick and Newmont and any such condition may be waived in whole or in part by Barrick and Newmont at or prior to the Time of Closing by each delivering to the other a written waiver to that effect. Delivery of any such waiver shall be without prejudice to any rights and remedies at law and in equity Barrick or Newmont may have, including any claims Barrick or Newmont may have for breach of covenant, representation or warranty by the other Party, and also without prejudice to Xxxxxxx’x and Newmont’s respective rights of termination in the event of non-performance of any other conditions in whole or in part.
Mutual Conditions of Closing. Each Purchaser’s obligation to purchase the applicable principal amount of Debentures from BlackBerry and BlackBerry’s obligation to issue and sell the applicable principal amount of Debentures to each Purchaser are subject to the fulfilment of each of the following conditions, which conditions are for the mutual benefit of the Purchasers and BlackBerry and may be waived only by the mutual consent of the Purchasers and BlackBerry: (a) concurrent with the issuance and purchase of the Debentures, all of the Existing Debentures will have been redeemed and the indenture dated as of September 7, 2016 between BlackBerry, the guarantors named therein and BNY Trust Company of Canada (as amended and supplemented, including pursuant to a supplemental indenture among the same parties dated on or about the date hereof) shall have been terminated; (b) the Toronto Stock Exchange (“TSX”) shall have approved the issuance of the Debentures and the listing of the Underlying Common Shares and the New York Stock Exchange (“NYSE”) shall have approved the listing of the Underlying Common Shares, in each case subject only to the satisfaction of customary listing conditions, and without the requirement to seek the approval of the shareholders of BlackBerry; (c) the Indenture has been entered into by the Indenture Trustee, BlackBerry and the Guarantors; (d) there shall not be in effect any applicable domestic or foreign federal, national, state, provincial or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, notice, order, injunction, judgment, decree, ruling or other similar requirement enacted, made, issued, adopted, promulgated or applied by a Governmental Authority (collectively, “laws”) that makes the consummation of the Transaction illegal or otherwise prohibits or enjoins any party from consummating the Transaction, or that is made in connection with the Transaction and imposes any material restrictions, limitations or conditions on any of the parties; and (e) no Governmental Authority shall have commenced any action or proceeding to enjoin the issuance and sale of the Debentures to the Purchasers pursuant to this Agreement or to suspend or cease or stop trading of securities of BlackBerry, and no Governmental Authority shall have given written notice to any party of its intention to commence any such action or proceeding.
Mutual Conditions of Closing. 15 7.1 Qualifications.................................................
Mutual Conditions of Closing. Each of the Parties' obligations hereunder are subject to the satisfaction (or waiver by each of Buyer, the Company and the Consenting Sellers) on or prior to the Closing Date of the following conditions:
Mutual Conditions of Closing. The Parties shall be obliged to complete the purchase and sale of the Purchased Shares only if each of the following conditions precedent have been satisfied in full at or before the Closing Time
(a) Consents, Authorizations and Registrations - All consents, approvals, orders and authorizations of, from or notifications to any Persons or Governmental Authorities required (if any) in connection with the completion of any of the transactions contemplated by this Agreement, the Support Agreement, the Exchange and Voting Trust Agreement and the Escrow Agreement, the execution of this Agreement, the Support Agreement, the Exchange and Voting Trust Agreement and the Escrow Agreement, the Closing or the performance of any of the terms and conditions of this Agreement, the Support Agreement, the Exchange and Voting Trust Agreement and the Escrow Agreement shall have been obtained on or before the Closing Date.
