Common use of Mutual Conditions of Closing Clause in Contracts

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.

Appears in 3 contracts

Samples: Share Exchange Agreement, Share Exchange Agreement, Share Exchange Agreement

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Mutual Conditions of Closing. The obligations to complete the Transaction are subject to the fulfillment of each of the following conditions on or before the Time of Closing: (a1) there There shall be no action taken under any applicable law Applicable Laws by any court or Governmental Authority that (i) makes it illegal or restrains, enjoins or prohibits the Transaction, (ii) results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser has a Material Adverse Effect on BioRegenx or PlantX DocSun, or that (iii) could reasonably be expected to impose any condition or restriction upon the Purchaser BioRegenx or PlantX DocSun 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;. (b2) there 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 PurchaserBioRegenx or DocSun, acting reasonablyreasonably and with the benefit of advice from independent legal counsel, materially adversely affects or is reasonable likely to materially adversely affect the Transaction;. (c3) receipt of The parties shall have received all Authorizations and other required regulatory, corporate and third party approvals including CSE approvalapprovals, if applicable, and be in compliance with all applicable regulatory requirements and conditions under Applicable Laws necessary to complete the Transaction;. (d4) the Consolidation shall have been completed; (e) neither party Neither BioRegenx nor DocSun shall be subject to any material, unresolved litigation or court proceedings;. (f5) there being no There shall not be any prohibition at law under Applicable Laws against the completion of the Transaction; and. (g6) the The Closing Date shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of all Parties parties, and any one or more of such conditions may be waived by PlantX (on its own behalf and on behalf of the Shareholders) and the PurchaserDocSun or by BioRegenx, in whole or in part, without prejudice to any Parties party’s right to rely on any other condition in favour favor of any Partyparty.

Appears in 1 contract

Samples: Securities Exchange Agreement (Bioregenx, Inc.)

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 Midori or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Midori 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 PurchaserPurchaser or Midori, 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; (fe) there being no prohibition at law against the completion of the Transaction; and (gf) the Closing Date shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of all Parties parties to this Agreement and may be waived by PlantX Mxxxxx (on its own behalf and on behalf of the Shareholders) and the Purchaser, in whole or in part, without prejudice to any Parties such party’s right to rely on any other condition in favour of any Partyparty.

Appears in 1 contract

Samples: Share Exchange Agreement (Midori Group Inc.)

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 Purpose ESG or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Purpose ESG 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 may adversely affect the Transaction; (c) receipt of all required regulatory, corporate and third party approvals including CSE Exchange 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; (fe) there being no prohibition at law against the completion of the Transaction; and (gf) 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 Purpose ESG (on its own behalf and on behalf of the ShareholdersSecurityholders) 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.

Appears in 1 contract

Samples: Securities Exchange Agreement

Mutual Conditions of Closing. The obligations Each Purchaser’s obligation to complete purchase the Transaction 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 fulfillment fulfilment of each of the following conditions, which conditions on or before are for the Time mutual benefit of Closingthe Purchasers and BlackBerry and may be waived only by the mutual consent of the Purchasers and BlackBerry: (a) there the Toronto Stock Exchange (“TSX”) shall be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrainshave approved the issuance of the Debentures and the listing of the Underlying Common Shares and the NASDAQ Global Select Market (“NASDAQ”) shall have approved the listing of the Underlying Common Shares, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating each case subject only to the Transaction that is materially adverse satisfaction of customary listing conditions, and without the requirement to seek 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 approval of the Transaction as to render inadvisable the consummation shareholders of the TransactionBlackBerry; (b) there shall be no legislation (whether the Indenture has been entered into by statutethe Indenture Trustee, regulation, order-in-council, notice of ways BlackBerry 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 TransactionGuarantors; (c) receipt 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 all required regulatory, corporate and third the Transaction illegal or otherwise prohibits or enjoins any party approvals including CSE approval, if applicable, and compliance with all applicable regulatory requirements and conditions necessary to complete 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 (d) the Consolidation no Governmental Authority shall have been completed; (e) neither party shall be subject commenced any action or proceeding to unresolved litigation or court proceedings; (f) there being no prohibition at law against enjoin the completion issuance and sale of the Transaction; and (g) Debentures to the Closing Date Purchasers pursuant to this Agreement or to suspend or cease or stop trading of securities of BlackBerry, and no Governmental Authority 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 have given written notice to any Parties right party of its intention to rely on commence any other condition in favour of any Partysuch action or proceeding.

Appears in 1 contract

Samples: Subscription Agreement (Fairfax Financial Holdings LTD/ Can)

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) the Financing shall have been completed or if completed in escrow pending the Closing, then all conditions necessary to release such escrow shall have been satisfied (other than the completion of the Transaction); (b) 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 Blockchain or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Blockchain 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; (bc) 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 may 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 (gd) 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 Blockchain (on its own behalf and on behalf of the ShareholdersSecurityholders) 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.

Appears in 1 contract

Samples: Share Exchange Agreement

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 Pharmather or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Pharmather 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; (fe) there being no prohibition at law against the completion of the Transaction; and (gf) the Closing Date shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of all Parties parties and may be waived by PlantX Pharmather (on its own behalf and on behalf of the ShareholdersSecurityholders) and the Purchaser, in whole or in part, without prejudice to any Parties party’s right to rely on any other condition in favour of any Partyparty.

Appears in 1 contract

Samples: Share Exchange Agreement

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) the Amalgamation Agreement shall have been duly executed and deliverable by each of the parties thereto, and all of the conditions precedent to the completion of the Amalgamation as outlined in the Amalgamation Agreement shall have been met other than those conditions precedent which are part of the transactions outlined in Article 2 of this Agreement and the filing of the articles of amalgamation or other applicable documentation as may be required pursuant to corporate law; (b) the Amalgamation shall be completed concurrently with the transactions contemplated in Sections 2.1 and 2.3; (c) the Consolidation shall have been completed and if necessary, approved by the Acquiror Shareholders; (d) there shall be no action taken under any applicable law by any court or Governmental Authority Entity 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 Acquiror or PlantX the Corporation or that could reasonably be expected to impose any condition or restriction upon the Purchaser Acquiror or PlantX the Corporation 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; (be) 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 PurchaserAcquiror or Corporation, each acting reasonably, materially adversely affects or is reasonable likely to materially may 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 (gf) 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 the Corporation (on its own behalf and on behalf of the ShareholdersSecurityholders and Xxxxx) and the PurchaserAcquiror (on its own behalf and on behalf of Zara Subco), in whole or in part, without prejudice to any Parties right to rely on any other condition in favour of any Party.

Appears in 1 contract

Samples: Share Exchange Agreement

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 AlphaMind or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX AlphaMind 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; (e) the completion of the Transaction without being classified as a "Fundamental Change" for the Purchaser, pursuant to the policies of the CSE; (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 parties and may be waived by PlantX AlphaMind (on its own behalf and on behalf of the Shareholders) and the Purchaser, in whole or in part, without prejudice to any Parties party’s right to rely on any other condition in favour of any Partyparty.

Appears in 1 contract

Samples: Share Exchange Agreement

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 Global shopCBD or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Global shopCBD 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 proceedingsproceedings that could reasonably be expected to have a Material Adverse Effect on such party; (e) the completion of the Transaction without being classified as a "Fundamental Change" for the Purchaser, pursuant to the policies of the CSE; (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 parties and may be waived by PlantX Global shopCBD (on its own behalf and on behalf of the Shareholders) and the Purchaser, in whole or in part, without prejudice to any Parties party’s right to rely on any other condition in favour of any Partyparty.

Appears in 1 contract

Samples: Share Exchange Agreement

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) completion of due diligence to the satisfaction of the Parties; (b) issuance of a receipt from the BCSC for the final Prospectus; (c) receipt of conditional acceptance of the CSE of the Listing; (d) receipt of all required regulatory, shareholder and third party approvals including any CSE approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction; (e) 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 Springleaf or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Springleaf 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; (bf) 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 may adversely affect the Transaction; (cg) 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; (eh) neither party Party shall be subject to unresolved litigation or court proceedings; (fi) there being no prohibition at law against the completion of the Transaction; (j) this Agreement will not have been terminated pursuant to Article VIII hereof; and (gk) 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 Springleaf (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.

Appears in 1 contract

Samples: Share Exchange Agreement

Mutual Conditions of Closing. The obligations Purchaser’s obligation to complete purchase the Transaction Purchased Shares from Teck and Teck’s obligation to issue and sell the Purchased Shares to the Purchaser are subject to the fulfillment fulfilment of each of the following conditions, which conditions on or before are for the Time mutual benefit of Closingthe Purchaser and Teck and may be waived only by the mutual consent of Teck and the Purchaser: (a) there the Toronto Stock Exchange (“TSX”) shall be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrainshave approved the listing of the Purchased Shares, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating subject only 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 satisfaction of the Transaction as to render inadvisable the consummation of the Transactioncustomary conditions; (b) there the Purchased Shares shall be no legislation have been approved for listing on the New York Stock Exchange (whether by statute“NYSE”), regulation, order-in-council, subject only to official 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 Transactionissuance; (c) receipt 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 (as defined below) (collectively, “laws”) that makes the consummation of all required regulatory, corporate and third the Transaction illegal or otherwise prohibits or enjoins any party approvals including CSE approval, if applicable, and compliance with all applicable regulatory requirements and conditions necessary to complete 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 (d) the Consolidation no Governmental Authority shall have been completed; (e) neither party shall be subject commenced any action or proceeding to unresolved litigation or court proceedings; (f) there being no prohibition at law against enjoin the completion issuance and sale of the Transaction; and (g) Purchased Shares to the Closing Date Purchaser pursuant to this Agreement or to suspend or cease or stop trading of securities of Teck, and no Governmental Authority 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 have given written notice to any Parties right party of its intention to rely on commence any other condition in favour of any Partysuch action or proceeding.

Appears in 1 contract

Samples: Subscription Agreement (Teck Resources LTD)

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 XXXX or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX XXXX 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 may 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; (e) the Consolidation shall have been completed and if necessary, approved by the Purchaser's shareholders; (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 XXXX (on its own behalf and on behalf of the ShareholdersSecurityholders) 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.

Appears in 1 contract

Samples: Share Exchange Agreement (Algernon Pharmaceuticals Inc.)

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 Boba or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Boba 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; (fe) there being no prohibition at law against the completion of the Transaction; and (gf) the Closing Date shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of all Parties parties and may be waived by PlantX Xxxx (on its own behalf and on behalf of the Shareholders) and the Purchaser, in whole or in part, without prejudice to any Parties party’s right to rely on any other condition in favour of any Partyparty.

Appears in 1 contract

Samples: Share Exchange Agreement

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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 Silver Hammer or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Silver Hammer 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; (e) the completion of the Transaction without being classified as a "Fundamental Change" or “Change of Business” for the Purchaser, pursuant to the policies of the CSE; (f) there being no prohibition at law against the completion of the Transaction; (g) the Concurrent Financing for gross proceeds of a minimum of $3,000,000 shall have been completed, or if completed in escrow pending Closing, then all conditions necessary to release such escrow shall have been satisfied; and (gh) the Closing Date shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of all Parties parties and may be waived by PlantX Silver Hammer (on its own behalf and on behalf of the Shareholders) and the Purchaser, in whole or in part, without prejudice to any Parties party’s right to rely on any other condition in favour of any Partyparty.

Appears in 1 contract

Samples: Share Exchange Agreement

Mutual Conditions of Closing. The obligations to complete the Transaction are subject to the fulfillment of each of the following conditions on or before the Time of Closing: (a1) there There shall be no action taken under any applicable law Applicable Laws by any court or Governmental Authority that (i) makes it illegal or restrains, enjoins or prohibits the Transaction, (ii) results in a judgment or assessment of damages relating to the Transaction that is materially adverse to has a Material Adverse Effect on the Purchaser or PlantX Horizon, or that (iii) could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Horizon 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;. (b2) there 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 PurchaserPurchaser or Horizon, acting reasonablyreasonably and with the benefit of advice from independent legal counsel, materially adversely affects or is reasonable likely to materially adversely affect the Transaction;. (c3) receipt of The parties shall have received all Authorizations and other required regulatory, corporate and third party approvals including CSE approvalapprovals, if applicable, and be in compliance with all applicable regulatory requirements and conditions under Applicable Laws necessary to complete the Transaction;. (d4) Neither the Consolidation shall have been completed; (e) neither party Purchaser nor Horizon shall be subject to any material, unresolved litigation or court proceedings;. (f5) there being no There shall not be any prohibition at law under Applicable Laws against the completion of the Transaction; and. (g6) the The Closing Date shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of all Parties parties, and any one or more of such conditions may be waived by PlantX Horizon (on its own behalf and on behalf of the Horizon Shareholders) and or by the Purchaser, in whole or in part, without prejudice to any Parties party’s right to rely on any other condition in favour favor of any Partyparty.

Appears in 1 contract

Samples: Share Exchange Agreement (Astro Aerospace Ltd.)

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) the Concurrent Financing shall have been completed or if completed in escrow pending the Closing, then all conditions necessary to release such escrow shall have been satisfied (other than the completion of the Transaction); (b) completion of due diligence to the satisfaction of the Parties; (c) issuance of a receipt from the BCSC for the final Prospectus; (d) receipt of conditional acceptance of the CSE of the Listing; (e) receipt of all required regulatory, shareholder and third-party approvals including any CSE approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction; (f) 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 AMPD or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX AMPD 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; (bg) 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 may adversely affect the Transaction; (ch) 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; (ei) neither party Party shall be subject to unresolved litigation or court proceedings; (fj) there being no prohibition at law against the completion of the Transaction; (k) this Agreement will not have been terminated pursuant to Article VIII hereof; and (gl) 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 AMPD (on its own behalf and on behalf of the ShareholdersSecurityholders) 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.

Appears in 1 contract

Samples: Share Exchange Agreement

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 Applicable Laws 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 Canuck or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Canuck 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) all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons necessary to permit the completion of the Transaction will have been obtained; (d) 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; (de) the Consolidation shall have been completedcompletion of the Transaction without being classified as a “Fundamental Change” for the Purchaser, pursuant to the policies of the CSE; (ef) neither party shall be subject to unresolved litigation or court proceedings; (fg) there being no prohibition at law against the completion of the Transaction; and (gh) the Closing Date shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of all Parties parties and may be waived by PlantX Xxxxxx (on its own behalf and on behalf of the Shareholders) and the Purchaser, in whole or in part, without prejudice to any Parties party’s right to rely on any other condition in favour of any Partyparty.

Appears in 1 contract

Samples: Share Exchange Agreement

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 Rosey or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Rosey 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; (e) the completion of the Transaction without being classified as a "Fundamental Change" or “Change of Business” for the Purchaser, pursuant to the policies of the CSE; (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 parties and may be waived by PlantX (on its own behalf and on behalf of Xxxxx, the Shareholders) and Shareholders or by the Purchaser, in whole or in part, without prejudice to any Parties party’s right to rely on any other condition in favour of any Partyparty.

Appears in 1 contract

Samples: Share Exchange Agreement

Mutual Conditions of Closing. The obligations of each of the Parties hereto to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of ClosingClosing Time: (a) the Concurrent Financing shall have either been completed or all conditions necessary to completion shall have been satisfied other than the completion of the Transaction, in either case, resulting in gross proceeds to the Purchaser at least C$3,500,000; (b) the Bridge Financing shall have been completed and resulted in gross proceeds to the Purchaser of not less than C$1,250,000; (c) receipt of all required regulatory, corporate, shareholder and third-party approvals, consents, assignments, waivers, permits, orders or approval including all those party to the Material Contracts noted in Section 6.03(x), necessary to permit the completion of the Transaction shall have been obtained and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction and the Listing, and including, for greater certainty: (i) issuance of a receipt from the BCSC in respect of the Prospectus; and (ii) the approval of the Listing (includingthe issue of the Consideration Securities, the Deferred Payment Shares and the Resulting Issuer Options ) by the Exchange; (d) there shall be no provision of applicable law or any 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 Beyond Oil or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Beyond Oil 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 of FTC or Beyond Oil shall be subject to unresolved litigation or court proceedings; (f) there being no prohibition at law against this Agreement will not have been terminated pursuant to Article VIII hereof; (g) receipt of Purchaser Shareholder Approval; (h) the completion of the TransactionSeed Financing Subscription Agreement shall be in force and unamended, unless such amendments were approved in advance by Beyond Oil in writing; and (gi) the Closing Date all Beyond Oil Shares shall be on or before the Termination Datefully vested. The foregoing conditions precedent are for the benefit of all Parties and may be waived by PlantX (on its own behalf and Beyond Oil, by the Shareholders’ Representatives on behalf of the Shareholders) , and by the Purchaser, in whole or in part, without prejudice to any Parties right to rely on any other condition in favour of any Party.

Appears in 1 contract

Samples: Share Purchase Agreement

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 Panerai or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Panerai 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 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; (fe) there being no prohibition at law against the completion of the Transaction; and (gf) the Closing Date shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of all Parties parties and may be waived by PlantX Panerai (on its own behalf and on behalf of the Shareholders) and the Purchaser, in whole or in part, without prejudice to any Parties party’s right to rely on any other condition in favour of any Partyparty.

Appears in 1 contract

Samples: Share Exchange Agreement

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 Labtronix or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Labtronix 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; (e) the completion of the Transaction without being classified as a "Fundamental Change" for the Purchaser, pursuant to the policies of the CSE; (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 Labtronix (on its own behalf and on behalf of the ShareholdersSecurityholders) 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.

Appears in 1 contract

Samples: Securities Exchange Agreement

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 Nabati or that could reasonably be expected to impose any condition or restriction upon the Purchaser or PlantX Nabati 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 PurchaserPurchaser or Nabati, 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; (fe) there being no prohibition at law against the completion of the Transaction; and (gf) the Closing Date shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of all Parties parties and may be waived by PlantX Xxxxxx (on its own behalf and on behalf of the Shareholders) and the Purchaser, in whole or in part, without prejudice to any Parties party’s right to rely on any other condition in favour of any Partyparty.

Appears in 1 contract

Samples: Share Exchange Agreement

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