Common use of Non-Compliance with Conditions Clause in Contracts

Non-Compliance with Conditions. The Company and the Selling Shareholder agree that all terms and conditions in Section 15 shall be construed as conditions and shall be complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its commercially reasonable efforts to cause such conditions to be complied with and that any breach or failure by the Selling Shareholder or the Company to comply with any such conditions in all material respects shall entitle the Underwriter to terminate its obligations to purchase the Securities, by notice to that effect given to the Company and the Selling Shareholder at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. The Underwriter may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Underwriter only if such waiver or extension is in writing and signed by the Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (BRP Inc.), Underwriting Agreement (BRP Inc.)

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Non-Compliance with Conditions. The Company and the Selling Shareholder agree Corporation agrees that all terms and conditions in Section 15 16 shall be construed as conditions and shall be complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its commercially reasonable efforts to cause such conditions to be complied with with, and that any breach or failure by the Selling Shareholder or the Company Corporation to comply with any such conditions in all material respects shall entitle any of the Underwriter Underwriters to terminate its obligations to purchase the Securities, Shares by notice to that effect given to the Company and the Selling Shareholder Corporation at any time at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. The Each Underwriter may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non-compliance, provided that (1) the Corporation shall be notified of any such waiver or extension, and (2) any such waiver or extension shall be binding upon the an Underwriter only if such waiver or extension is in writing and signed by the Underwriter.

Appears in 1 contract

Samples: Canadian Underwriting Agreement (Tilray, Inc.)

Non-Compliance with Conditions. The Company and the Selling Shareholder agree Corporation agrees that all terms and conditions in Section 15 paragraph 8 shall be construed as conditions and shall be complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its commercially reasonable reasonably commercial efforts to cause such conditions to be complied with with, and that any breach or failure by the Selling Shareholder or the Company Corporation to comply with any such conditions in all material respects shall entitle any of the Underwriter Underwriters to terminate its obligations to purchase the Securities, Purchased Shares by notice to that effect given to the Company and the Selling Shareholder Corporation at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. The Underwriter Underwriters may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its their rights in respect of any other terms and conditions or any other or subsequent breach or non-non- compliance, provided that any such waiver or extension shall be binding upon the Underwriter Underwriters only if such waiver or extension is in writing and signed by all of the UnderwriterUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Salix Holdings LTD)

Non-Compliance with Conditions. The Company and the Selling Shareholder agree agrees that all terms and conditions in Section 15 16 shall be construed as conditions and shall be complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its commercially reasonable efforts to cause such conditions to be complied with and that any breach or failure by the Selling Shareholder or the Company to comply with any such conditions in all material respects shall entitle any of the Underwriter Underwriters to terminate its obligations to purchase the SecuritiesOffered Shares and, if the Over-Allotment Option has been exercised, the Additional Shares, by notice to that effect given to the Company and the Selling Shareholder at or prior to the Closing Time, or, in the case of the Additional Shares, at or prior to the Option Closing Time, unless otherwise expressly provided in this Agreement. The Each Underwriter may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non-non- compliance, provided that any such waiver or extension shall be binding upon the an Underwriter only if such waiver or extension is in writing and signed by the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement

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Non-Compliance with Conditions. The Company and the Selling Shareholder Shareholders agree that all terms and conditions in Section 15 shall be construed as conditions and shall be complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its commercially reasonable efforts to cause such conditions to be complied with and that any breach or failure by the Selling Shareholder Shareholders or the Company to comply with any such conditions in all material respects shall entitle the Underwriter to terminate its obligations to purchase the Securities, by notice to that effect given to the Company and the Selling Shareholder Shareholders at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. The Underwriter may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Underwriter only if such waiver or extension is in writing and signed by the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (BRP Inc.)

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