Mutual Conditions to the Obligations of the Parties. The respective obligations of each party to consummate the Transactions are subject to the satisfaction or, to the extent permitted, waiver in writing at or prior to the Closing of each of the following conditions:
Mutual Conditions to the Obligations of the Parties. The respective obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver in writing by Shareholder and Buyer, to the extent permissible under applicable Law) on or prior to the Closing Date of the following conditions:
(a) The Investment Canada Act Approval must have been received.
(b) There shall be no proceeding, order, injunction issued or pending before any Governmental Body in which it restraints or prohibits or is sought to restrain or prohibit, the consummation of the transactions contemplated by this Agreement, and to the knowledge of Buyer or Seller, there shall be no threatened proceeding, order, or injunction, which Buyer or Seller, in good faith reasonable believes could restrain or prohibit the consummation of the transactions contemplated by this Agreement.
(c) Each Party shall have duly executed and delivered to the other Party the Transaction Documents.
Mutual Conditions to the Obligations of the Parties. The respective obligations of each party hereto to consummate the Transfer are subject to the satisfaction or, to the extent permitted by applicable Law, waiver, at or prior to the Closing, of the following condition:
(a) No Injunctions or Legal Prohibitions. No temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by a court of competent jurisdiction which prevents the consummation of the Transfer shall have been issued after the date hereof and remain in effect, and no statute, rule or regulation shall have been enacted, promulgated or enforced by any Governmental Body after the date hereof which makes the consummation of the Transfer illegal; provided, that the parties hereto shall use their reasonable best efforts to have any temporary or preliminary order or injunction lifted.
Mutual Conditions to the Obligations of the Parties. The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, to the extent permitted by applicable Law, waiver (in the case of Sections 6.1(a) and 6.1(b) only, it being understood and agreed that the condition in Section 6.1(c) shall not be waivable by either the Seller or either Purchaser without the written consent of the Company) at or prior to the Closing of each of the following conditions:
(a) No Injunctions or Legal Prohibitions. No temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by a court of competent jurisdiction which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted, promulgated or enforced by any Governmental Authority which makes the consummation of the transactions contemplated hereby illegal; provided, that the parties shall use their reasonable best efforts to have any temporary or preliminary order or injunction lifted.
Mutual Conditions to the Obligations of the Parties. The respective obligations of each Party to consummate the transactions contemplated hereby shall be subject to the satisfaction or, to the extent permitted, waiver in writing by the Sellers and the Buyer at or prior to the Closing of each of the following conditions:
(a) No Injunctions or Legal Prohibitions. No temporary restraining order, preliminary or permanent injunction or other Order issued by a court of competent jurisdiction which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in effect, and no Law shall have been enacted or promulgated by any Governmental Authority of competent jurisdiction which prevents, or makes illegal, the sale of the Acquired Assets and consummation of the transactions contemplated hereby (each such order, injunction, Order or Law, a “Restraint”).
Mutual Conditions to the Obligations of the Parties. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions:
(i) No temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by a court of competent jurisdiction which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted, promulgated or enforced by any governmental authority which makes the consummation of the transactions contemplated hereby illegal; provided, that the parties shall use their reasonable best efforts to have any temporary or preliminary order or injunction lifted.
(ii) The transactions contemplated hereby and the issuance of the Company’s common stocks upon consummation of such transactions, shall be submitted for review by NYSE’s listing regulators through a Supplemental Listing Application (the “SLAP”). The SLAP shall have been authorized and approved by NYSE’s listing regulators.
(iii) The transactions contemplated hereby shall have been authorized and approved by the majority of voting shares of the Company, present and voting in person or by proxy at its annual shareholders’ meeting to be held on August 30, 2021, or any adjournment or postponement thereof.
Mutual Conditions to the Obligations of the Parties. The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, to the extent permitted by applicable Law, waiver (in the case of Sections 6.1(a), 6.1(b), 6.1(c) and 6.1(d) only (and, in the case of a waiver by the Sellers, only by the holders of a majority of the shares of Common Stock owned by the Sellers), it being understood and agreed that the condition in Section 6.1(e) shall not be waivable by the holders of a majority of the shares of Common Stock owned by the Sellers or by the Purchaser without the written consent of the Company) at or prior to the Closing of each of the following conditions:
(a) No Injunctions or Legal Prohibitions. No temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by a court of competent jurisdiction which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted, promulgated or enforced by any Governmental Authority which makes the consummation of the transactions contemplated hereby illegal; provided, that the parties shall use their reasonable best efforts to have any temporary or preliminary order or injunction lifted.
Mutual Conditions to the Obligations of the Parties. The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, to the extent permitted, waiver in writing at or prior to the Closing of each of the following conditions:
(a) No Injunctions or Legal Prohibitions. No temporary restraining order, preliminary or permanent injunction or other Order issued by a court of competent jurisdiction which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in effect, and no Law shall have been enacted or promulgated by any Governmental Authority which makes the consummation of the transactions contemplated hereby illegal.
(b) Antitrust Laws.
(i) Any applicable waiting period under the HSR Act shall have expired or been terminated and (ii) any filings, notifications or notices, and any approval or waiting period with respect to those jurisdictions that (x) are determined by agreement between antitrust counsel for Parent and the Company to be required under the laws of the applicable jurisdictions and (y) provide for criminal sanctions or sanctions that would have a Material Adverse Effect, shall have been made, obtained or terminated or shall have expired, as applicable.
Mutual Conditions to the Obligations of the Parties. The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, to the extent permitted, waiver in writing at or prior to the Closing of each of the following conditions:
(a) No Injunctions or Legal Prohibitions. No temporary restraining order, preliminary or permanent injunction or other Order issued by a court of competent jurisdiction which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in effect, and no Law shall have been enacted or promulgated by any Governmental Authority which makes the consummation of the transactions contemplated hereby illegal.
Mutual Conditions to the Obligations of the Parties. The respective obligations of each party hereto to consummate the Mergers and the other transactions contemplated hereby shall be subject to the satisfaction or, to the extent permitted by Law, waiver in writing by the Company, on behalf of the Blocker and the Company, and Parent, on behalf of Parent, Merger Sub 1 and Merger Sub 2, at or prior to the Closing of each of the following conditions:
(a) No Injunctions or Legal Prohibitions. No temporary restraining order, preliminary or permanent injunction or other Order issued by a court of competent jurisdiction which prevents the consummation of either Merger or the transactions contemplated hereby shall have been issued and remain in effect, no Law shall have been enacted or promulgated by any Governmental Authority of competent jurisdiction which prevents, or makes illegal, the consummation of either Merger or the transactions contemplated hereby (each such order, injunction, Order or Law, a “Restraint”).
