Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement 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 with the mutual consent of the Parties: (i) the Arrangement Resolution shall have been approved by the Shareholders at the Company Meeting in accordance with the Interim Order; (ii) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner inconsistent with this Agreement; (iii) the Regulatory Clearances shall have been obtained on terms not imposing any Antitrust Restraint and each such Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangement; (iv) no Governmental Entity shall have after the date of this Agreement enacted, issued, promulgated, made, enforced or entered, any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of, or dissolves, the Arrangement; and (v) this Agreement shall not have been terminated in accordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillmentsatisfaction, or mutual waiver by the Purchaser and the Company, on or before the Effective TimeDate, of each of the following conditions precedentconditions, each of which may only be waived with are for the mutual consent benefit of the PartiesParties and which may be waived, in whole or in part, by the Purchaser and the Company at any time: (ia) the Arrangement Resolution shall will have been approved by the Shareholders at the Company Meeting in accordance with the Interim OrderOrder and applicable Laws; (iib) each of the Interim Order and the Final Order shall each will have been obtained on terms consistent with this Agreementin form and substance satisfactory to each of the Company and the Purchaser, each acting reasonably, and shall will not have been set aside or modified in a any manner inconsistent with this Agreementunacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise; (iiic) the Required Regulatory Clearances shall Approvals will have been obtained on terms not imposing any Antitrust Restraint and each such Regulatory Clearance is or concluded or, in force and has not the case of waiting or suspensory periods, expired or been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangementterminated; (ivd) no Governmental Entity shall Law will have after the date of this Agreement been enacted, issued, promulgated, enforced, made, enforced or entered, issued or applied and no Proceeding will otherwise have been taken under any Law Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that restrainsmakes the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins enjoins, restrains or otherwise prohibits consummation of, or dissolves, completion of the ArrangementArrangement as contemplated herein; and (ve) this Agreement shall will not have been terminated in accordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement 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 with the mutual consent of the Parties: (i) the Arrangement Resolution shall have been approved by the Shareholders at the Company Meeting in accordance with the Interim Order; (ii) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner inconsistent with this Agreement; (iii) the Regulatory Clearances shall have been obtained on terms not imposing any Antitrust Restraint and each such Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangement; (iv) no Governmental Entity shall have after the date of this Agreement enacted, issued, promulgated, made, enforced or entered, any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of, or dissolves, the Arrangement; and (v) this Agreement shall not have been terminated in accordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement and 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 with the mutual consent of the Parties: (ia) the Arrangement Resolution shall have been approved by the Shareholders at the Company Meeting in accordance with the Interim Order; (iib) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or materially modified in a manner inconsistent with unacceptable to the Company or the Purchaser, acting reasonably, on appeal or otherwise; (c) no applicable Law shall be in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement or the other transactions contemplated by this Agreement; (iiid) the Key Non-Transportation Regulatory Clearances Approvals shall have been obtained on terms not imposing any Antitrust Restraint and each or concluded and, in the case of waiting or suspensory periods, such Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangement; (iv) no Governmental Entity periods shall have after the date of this Agreement enacted, issued, promulgated, made, enforced expired or entered, any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of, or dissolves, the Arrangementhave been terminated; and (ve) this Agreement shall not have been terminated in accordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to complete consummate the Arrangement transactions contemplated hereby, and in particular the Amalgamation, are subject to the fulfillmentsatisfaction, on or before the Effective TimeDate or such other time specified, of each of the following conditions precedentconditions, each any of which may only be waived with by the mutual consent of the Partiessuch parties without prejudice to their right to rely on any other of such conditions: (ia) the Arrangement Resolution shall have been approved by the Shareholders at the Company Meeting in accordance Articles of Amalgamation filed with the Interim OrderRegistrar shall be in form and substance satisfactory to each of RDT and ACME, acting reasonably; (iib) the Interim Order and Effective Date shall be on or prior to the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner inconsistent with this AgreementOutside Date; (iiic) all required regulatory, governmental and third party approvals, waivers and consents in respect of the Regulatory Clearances completion of the Amalgamation shall have been obtained on terms not imposing any Antitrust Restraint and conditions satisfactory to RDT and ACME, each such Regulatory Clearance is in force acting reasonably, including, without limitation, all applicable statutory and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangement; (iv) no Governmental Entity regulatory waiting periods shall have after the date of this Agreement enacted, issued, promulgated, made, enforced expired or entered, any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of, or dissolves, the Arrangement; and (v) this Agreement shall not have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period, including, without limitation, Exchange approval for the transactions contemplated by this Agreement and the listing of the ACME Shares issuable pursuant to the Amalgamation on the Exchange, each in accordance with its terms.form and substance satisfactory to ACME and RDT, acting reasonably;

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (ia) the Arrangement Resolution shall have been approved and adopted by the Shareholders Absolute Securityholders at the Company Absolute Meeting in accordance with the Interim Order; (iib) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner inconsistent with this Agreementunacceptable to either Absolute or the Purchaser, each acting reasonably, on appeal or otherwise; (iiic) the Regulatory Clearances no Law or Order shall have been obtained on terms not imposing any Antitrust Restraint and each such Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangement; (iv) no Governmental Entity shall have after the date of this Agreement enacted, issued, promulgated, madeamended or applied, enforced in either case, that enjoins, prevents or entered, any Law (whether temporary, preliminary prohibits the ability of the Parties to complete the Arrangement or permanent) that restrains, enjoins or otherwise prohibits makes the consummation of, or dissolves, of the ArrangementArrangement illegal; and (vd) this Agreement shall not the applicable waiting periods (and any extensions thereof), if any, under the HSR Act and the other Regulatory Approvals set forth in Schedule D will have expired or been terminated, or all requisite consents pursuant thereto will have been terminated in accordance with its termsobtained.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement Acquisition are subject to the fulfillmentsatisfaction, or mutual waiver by the Purchaser, Callco and the Company, on or before the Effective TimeDate, of each of the following conditions precedentconditions, each of which may only be waived with are for the mutual consent benefit of the PartiesParties and which may be waived, in whole or in part, by the Purchaser, Callco and the Company at any time: (ia) the Arrangement Resolution shall Required Regulatory Approvals will have been approved by obtained or concluded or, in the Shareholders at the Company Meeting in accordance with the Interim Ordercase of waiting or suspensory periods, expired or been terminated; (iib) the Interim Order and the Final Order shall each no Law will have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner inconsistent with this Agreement; (iii) the Regulatory Clearances shall have been obtained on terms not imposing any Antitrust Restraint and each such Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangement; (iv) no Governmental Entity shall have after the date of this Agreement enacted, issued, promulgated, enforced, made, enforced or entered, issued or applied and no Proceeding will otherwise have been taken under any Law Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that restrainsmakes the Acquisition illegal or otherwise directly or indirectly cease trades, enjoins enjoins, restrains or otherwise prohibits consummation of, or dissolves, completion of the ArrangementAcquisition as contemplated herein; and (vc) this Agreement shall will not have been terminated in accordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement and 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 with the mutual consent of the Parties: (ia) the Arrangement Resolution shall have been duly approved by the Tundra Shareholders at the Company Meeting in accordance with the Interim OrderOrder and applicable Law; (iib) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or materially modified in a manner inconsistent with unacceptable to Tundra, Parent or Parent SubCo, each acting reasonably, on appeal or otherwise; (c) no applicable Law shall be in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins Tundra, Parent or Parent SubCo from consummating the Arrangement or the other transactions contemplated by this Agreement; (iiid) no Proceeding shall be pending or overtly threatened by or before any Governmental Entity seeking an injunction, judgment, decree or other order to prevent or challenge the Regulatory Clearances shall have been obtained on terms not imposing any Antitrust Restraint and each such Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing consummation of the Arrangement; (iv) no Governmental Entity shall have after Arrangement or the date of other transactions contemplated by this Agreement enacted, issued, promulgated, made, enforced or entered, any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of, or dissolves, the ArrangementAgreement; and (ve) this Agreement shall not have been terminated in accordance with its terms.

Mutual Conditions Precedent. The respective obligations of each of the Parties parties hereto to complete the transactions contemplated by this Agreement and of PARC to file a copy of the Final Order to give effect to the Arrangement are shall be subject to the fulfillmentsatisfaction, on or before the Effective TimeDate, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Partiesconditions: (ia) the Arrangement Resolution Arrangement, with or without amendment, shall have been approved by the Shareholders at the Company Special Meeting in accordance with the Interim OrderOrder and the Arrangement shall have otherwise been approved by the requisite majorities of shareholders entitled or required to vote thereon as determined by the Court; (iib) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner inconsistent with this Agreement; (iii) the Regulatory Clearances shall have been obtained on terms in form and substance satisfactory to each party hereto, acting reasonably; (c) all other consents, orders and approvals, including regulatory and judicial approvals and orders, required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, including, without limitation, pursuant to the OSA; (d there shall not imposing any Antitrust Restraint and each such Regulatory Clearance is be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangement; (ive) no Governmental Entity none of the consents, orders or approvals contemplated herein shall have after contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by any of the date of this Agreement enactedparties hereto, issued, promulgated, made, enforced or entered, any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of, or dissolves, the Arrangement; and (v) this Agreement shall not have been terminated in accordance with its terms.each acting reasonably;

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement 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 with the mutual consent of the Parties: (ia) the Contact Continuation Resolution shall have been approved and adopted, and each of the Contact Arrangement Resolution and the BC Amalco Arrangement Resolution shall have been approved by the Shareholders at the Company Meeting and adopted in accordance with the Interim Order; (iib) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner inconsistent with this Agreementunacceptable to either Contact Nevada or BC Amalco, acting reasonably, on appeal or otherwise; (iiic) the Regulatory Clearances TSXV Approval shall have been obtained on terms not imposing any Antitrust Restraint and each such Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangementobtained; (ivd) no Governmental Entity the Continuation shall have after be completed; (e) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Contact Nevada or BC Amalco which shall prevent the date consummation of this Agreement enacted, issued, promulgated, made, enforced or entered, any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of, or dissolves, the Arrangement; and (vf) this Agreement shall not have been terminated in accordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement, including the Pre-Acquisition Transactions referred to in Section 5.2, 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 with by the mutual consent of the Parties: (ia) the Arrangement Resolution shall will have been approved and adopted by the Badger Shareholders at the Company Badger Meeting by not less than the Required Vote in accordance with the Interim Order; (iib) the Interim Order and the Final Order shall will each have been obtained in form and on terms consistent with this Agreement, and shall will not have been set aside or modified in a manner inconsistent with this Agreementunacceptable to the Parties, acting reasonably, on appeal or otherwise; (iiic) the all Regulatory Clearances shall Approvals will have been obtained on terms not imposing any Antitrust Restraint and each or concluded or, in the case of waiting or suspensory periods, expired or been terminated such that the Arrangement may proceed without the need for further Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the ArrangementApprovals; (ivd) no Governmental Entity shall will have after the date of this Agreement enacted, issued, promulgated, made, enforced or entered, entered any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of, of the Arrangement or dissolves, the Arrangementother transactions contemplated by this Agreement; and (ve) this Agreement shall will not have been terminated in accordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties Company and the Purchaser to complete the Arrangement are subject to the fulfillmentsatisfaction, or mutual waiver by the Company and the Purchaser, on or before the Effective TimeDate, of each of the following conditions precedentconditions, each of which may only be waived with are for the mutual consent benefit of the PartiesCompany and the Purchaser, and which may be waived, in whole or in part, by the Purchaser and the Company at any time: (ia) the Arrangement Resolution shall will have been approved by the Company Shareholders at the Company Meeting in accordance with the Interim OrderOrder and applicable laws; (iib) each of the Interim Order and the Final Order shall each will have been obtained on terms consistent with this Agreementin form and substance satisfactory to each of the Company and the Purchaser, each acting reasonably, and shall will not have been set aside or modified in a any manner inconsistent with this Agreementunacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise; (iiic) the Regulatory Clearances shall no law will have been obtained on terms not imposing any Antitrust Restraint and each such Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangement; (iv) no Governmental Entity shall have after the date of this Agreement enacted, issued, promulgated, enforced, made, enforced or entered, issued or applied and no Proceeding will otherwise have been taken under any Law laws or by any Governmental Entity (whether temporary, preliminary or permanent) that restrainsmakes the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins enjoins, restrains or otherwise prohibits consummation of, or dissolves, completion of the Arrangement; (d) all Regulatory Approvals shall have been obtained or received on terms that are reasonably satisfactory to each of the Parties; and (ve) this Agreement shall not have been terminated in accordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are shall be subject to the fulfillmentsatisfaction or waiver, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with by the mutual consent of Parent and the PartiesCompany: (ia) the Arrangement Resolution shall have been approved and adopted at the Meeting by the Shareholders at the Company Meeting in accordance with the Interim Order; (iib) the Interim Order and the Final Order shall each have been obtained on terms consistent with this AgreementAgreement and in a form satisfactory to each of the Company and Parent, acting reasonably, and shall not have been set aside or modified in a manner inconsistent with this Agreementunacceptable to such Parties, acting reasonably, on appeal or otherwise; (iii) the Regulatory Clearances shall have been obtained on terms not imposing any Antitrust Restraint and each such Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangement; (ivc) no Governmental Entity shall have after the date of this Agreement enacted, issued, promulgated, made, enforced or entered, entered any Law (whether temporary, preliminary or permanent) which is then in effect that restrains, enjoins makes the Arrangement illegal or otherwise prevents, prohibits or enjoins the consummation of, or dissolves, of the Arrangement; and (vd) this Agreement the Regulatory Approvals shall have been obtained or satisfied and shall not have been terminated in accordance with its termsrevoked and reasonably satisfactory evidence of the receipt of such Regulatory Approvals shall have been delivered to each Party.

Mutual Conditions Precedent. The obligations of Acquireco and the Parties Corporation hereunder, including the obligation to complete the Arrangement Arrangement, are subject to the fulfillmentsatisfaction, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with by the mutual consent of Acquireco and the PartiesCorporation, and any one or more of which, if not satisfied or waived by either party, will permit that party to terminate this Agreement in accordance with Article 7: (ia) the Arrangement Special Resolution shall have been approved by the Shareholders at the Company Meeting in accordance with the terms of the Interim Order; (iib) the Interim Order and the Final Order shall each have been obtained in form and on terms consistent with this Agreementsatisfactory to each of Acquireco and the Corporation, acting reasonably, and shall not have been set aside or modified in a manner inconsistent with this Agreementunacceptable to Acquireco and the Corporation, acting reasonably, on appeal or otherwise, and any approvals required to be obtained under same in addition to the Shareholder approval referred to in section 00 shall have been obtained; (iiic) the Regulatory Clearances Competition Act Clearance and HSR Clearance shall have been obtained on terms not imposing any Antitrust Restraint and each such Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangementobtained; (ivd) no there shall not be in force any injunction, order or decree issued by a Governmental Entity shall have after of competent jurisdiction restraining or enjoining the date completion of this Agreement enacted, issued, promulgated, made, enforced or entered, any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of, or dissolves, the Arrangement; and (ve) this Agreement shall not have been terminated in accordance with its termspursuant to Article 7.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual written consent of the Parties: (ia) the Arrangement Resolution MKS Common Shareholder Approval shall have been approved by the Shareholders at the Company Meeting obtained in accordance with the Interim Order; (iib) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner inconsistent with this Agreementunacceptable to MKS and PTC, acting reasonably, on appeal or otherwise; (iii) the Regulatory Clearances shall have been obtained on terms not imposing any Antitrust Restraint and each such Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangement; (ivc) no Governmental Entity shall have after the date of this Agreement enacted, issued, promulgated, made, enforced or entered, entered any Law (whether temporary, preliminary or permanent) that restrains, enjoins which is then in effect and has the effect of making the Arrangement illegal or otherwise prohibits preventing or prohibiting consummation ofof the Arrangement or the other transactions contemplated by this Agreement; (d) no proceeding shall be pending or overtly threatened by or before any Governmental Entity seeking an injunction, judgment, decree or dissolves, other order to prevent or challenge the Arrangementconsummation of the Arrangement or the other transactions contemplated by this Agreement; (e) German Competition Act Approval shall have been obtained; and (vf) this Agreement shall not have been terminated in accordance with its termspursuant to Article 8.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (ia) the Arrangement Resolution shall have been approved and adopted by the CRH Shareholders and the CRH Securityholders at the Company CRH Meeting in accordance with the Interim Order; (iib) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner inconsistent with this Agreementunacceptable to CRH and the Purchaser, acting reasonably, on appeal or otherwise; (iiic) the Regulatory Clearances no act, action, suit, proceeding, objection or opposition shall have been obtained on terms not imposing taken or threatened in writing before or by any Antitrust Restraint Governmental Authority and each such Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint no Law or that would enjoin or prohibit the closing of the Arrangement; (iv) no Governmental Entity shall have after the date of this Agreement enacted, issued, promulgated, made, enforced or entered, any Law Order (whether or not having the force of Law and whether or not temporary, preliminary or permanent) shall have been enacted, promulgated, amended or applied, in either case, that restrainsenjoins, enjoins prevents, prohibits or otherwise prohibits makes illegal the consummation ofof the Arrangement (each a “Restraint”). (d) all Regulatory Approvals set forth on Schedule 7.1(d) of the Disclosure Letter shall have been obtained or made and shall be in full force and effect, and any applicable waiting periods in respect thereof shall have expired or dissolves, the Arrangementbeen terminated; and (ve) this Agreement shall not have been terminated in accordance with its termsterminated.