Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Company Shareholder Approval shall have been obtained in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance acceptable to each of the Purchaser and the Company, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise; and (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement.

Appears in 2 contracts

Samples: Arrangement Agreement (Turquoise Hill Resources Ltd.), Arrangement Agreement (Rio Tinto PLC)

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Mutual Conditions Precedent. The respective obligations obligation of the Parties a Transacting Party to complete the Arrangement are is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with by the mutual consent of the Transacting Parties: (a) the Company Pubco Arrangement Resolution shall have received the Pubco Shareholder Approval shall have been obtained at the Pubco Meeting, in accordance with applicable Law, the terms of this Agreement and the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance acceptable to each of the Purchaser and the Company, acting reasonablyAgreement, and shall not have been set aside or modified in a manner unacceptable to either of the Company or the PurchaserTransacting Parties, each acting reasonably, on appeal or otherwise; and; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making any of the transactions contemplated by the Plan of Arrangement illegal or otherwise preventing or prohibiting consummation of any such transactions; and (d) the ArrangementPubco CSE Approval shall have been obtained.

Appears in 2 contracts

Samples: Arrangement Agreement (Verano Holdings Corp.), Arrangement Agreement (Verano Holdings Corp.)

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Company Shareholder Approval shall have been obtained in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance acceptable to each of the Purchaser and the Company, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise; and (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement.

Appears in 1 contract

Samples: Arrangement Agreement

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Company Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by Novadaq Shareholders at the Shareholder Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance acceptable to each of the Purchaser Stryker and the CompanyNovadaq, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either the Company Novadaq or the PurchaserStryker, each acting reasonably, on appeal or otherwise; and; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; and (d) the receipt of all Regulatory Approvals.

Appears in 1 contract

Samples: Arrangement Agreement (Novadaq Technologies Inc)

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Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Company Shareholder Approval shall have been obtained in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance acceptable to each of the Purchaser and the Company, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise; (c) the Regulatory Approvals shall have been obtained; and (cd) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement.

Appears in 1 contract

Samples: Arrangement Agreement

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Company Shareholder Approval shall have been obtained in accordance with the Interim Order; (b) the Purchaser Shareholder Approval shall have been obtained; (c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance acceptable to each of the Purchaser and the Company, acting reasonablyAgreement, and shall not have been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise; (d) all of the Key Regulatory Approvals shall have been obtained; and (ce) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement.

Appears in 1 contract

Samples: Arrangement Agreement

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