Other Closing Conditions. All closing conditions for that ------------------------ party's benefit contained in provisions of this Agreement other than this Section 6.3 have been satisfied, or will be satisfied as a part of the closing.
Other Closing Conditions. The closing conditions set forth in Section 3.2.1 shall have occurred.
Other Closing Conditions. The following closing conditions must also have been satisfied, or otherwise waived by Purchaser:
(i) Company shall have obtained and delivered to Purchaser a resolution of its Board of Directors approving (A) the transactions contemplated hereby (including, without limitation, the issuance of the Shares), (B) execution and performance of this Agreement, (C) the appointment of a new Board of Directors, (D) resignation of Company’s current directors, and (E) the filing of a Form 8-K announcing a change in control;
(ii) Company shall have no liabilities exceeding its remaining cash;
(iii) Company shall have no outstanding unresolved SEC issues;
(iv) Company shall have no operating business;
(v) Company shall have obtained the resignation of its Board of Directors, effective as of the Closing Date, and shall have appointed a new Board of Directors, effective as of the Closing Date, as directed by Purchaser prior to the Closing;
(vi) Company shall have had no disagreements with its independent auditors or legal counsel;
(vii) at least ten (10) days prior to the Closing Date, Company shall have filed the Information Statement under Rule 14(f)(1) of the Securities and Exchange Act of 1934, as amended, disclosing the change of control of Company contemplated by the transactions herein;
(viii) Company shall have distributed all existing cash and stock purchase proceeds hereunder, except for the Holdback Amount (as defined below) and the Reserved Amounts, to its paying agent who will distribute such monies to Company’s record shareholders as of April 19, 2007, and prior to issuing the Shares to Purchaser; and
(ix) Company shall have no liens, security interests, encumbrances or other obligations on or in respect of any of its property or assets and shall cause all existing UCC financial statements to have been terminated.
Other Closing Conditions. Prior to closing of this transaction, the Company will obtain the necessary board approvals.
Other Closing Conditions. Each of Blue Sphere, York and Buyer shall have executed and delivered to the other (i) the amended and restated limited liability company agreement of Buyer together with all exhibits thereto in form satisfactory to Buyer dated the date hereof (“Concord LLC Agreement”), and (ii) the Development and Indemnification Agreement (“Development Agreement”) together with all exhibits and schedules thereto and closing deliverables thereunder, in form satisfactory to Buyer and the transactions contemplated under such agreements and documents shall have been consummated.
Other Closing Conditions. Each of the other conditions set forth on Part 1 of Schedule C shall be satisfied as of such date.
Other Closing Conditions. 4.2.1 The Company shall use all reasonable endeavours to satisfy the following conditions, unless waived by the Subscriber, as soon as is reasonably practicable following the date of this Agreement:
(i) receipt of a Section 56 Comfort Letter from the GNT (or a duly authorised representative thereof or other Tanzanian Governmental Authority or other third party satisfactory to the Subscriber (acting reasonably and in good faith)) addressed to TNCL, in a form satisfactory to the Subscriber (acting reasonably and in good faith);
(ii) receipt of any other consents required from any applicable Governmental Authority, regulatory authority or other third party in respect of the issuance and allotment of the Subscription Shares; and
(iii) the amendment of the articles of association and share capital structure of any member of the Group (other than TNCL) that include free carried interest rights in favour of the Government of Tanzania to remove such free carried interest rights, together with the FCC Condition, the “Closing Conditions” and each, a “Closing Condition”.
4.2.2 Within fifteen (15) Business Days of the satisfaction in accordance with Clause 4.2.1 (or waiver in accordance with Clause 4.2.3) of the final Closing Condition, the Subscriber shall deliver to the Company a written closing notice (the “Closing Notice”) specifying a Business Day (to be no less than five (5) Business Days (inclusive), and not more than fifteen (15) Business Days (inclusive), following the date of the Closing Notice) on which Closing is to occur.
4.2.3 The Subscriber shall, upon written notice to the Company, be entitled to waive any Closing Condition (other than the FCC Condition), with any such waiver being effective from the date specified within such Notice. Any Closing Condition so waived in accordance with this Clause 4.2.3 shall be considered satisfied for the purposes of Clause 4.2.2 from the effective date specified within the waiver Notice.
4.2.4 For the avoidance of doubt, the waiver of any Closing Condition(s) in accordance with the terms of this Agreement shall not be deemed to waive, modify, amend or otherwise change any mandatory approvals and/or clearances required from the FCC and/or the Mining Commission in respect of the issuance of the T2 Shares under the T2 Agreement.
Other Closing Conditions. Sellers shall have received copies of all of the documents described in Section 10.01(b), and the other conditions provided therein shall have been satisfied.
Other Closing Conditions. Purchaser shall have duly executed and delivered to Company the Collaboration Agreement and the Stock Purchase Agreement and all conditions to Company's obligation to consummate the transactions contemplated by the Collaboration Agreement and the Stock Purchase Agreement shall have been satisfied or waived.
