Parties' conditions precedent Sample Clauses

Parties' conditions precedent. All of the rights, duties and obligations of each of the Parties under this Agreement are subject to the following conditions precedent for the exclusive benefit of each of the Parties to be fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, as soon as possible after the Execution Date; however, unless specifically indicated as otherwise, not later than two calendar days prior to the Closing Date (such date being the "Subject Removal Date"):
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Parties' conditions precedent. The Closing is subject to the following conditions precedent for the benefit of each of the Parties to be fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, on or before the Closing Date:
Parties' conditions precedent. The obligations of each of the Parties to consummate the Transaction are subject (i) to the fulfillment, on or before the Closing Date, of the following conditions precedent (which cannot be waived by the Purchasers and/or Seller); and (ii) to such conditions precedent remaining fulfilled on the Closing Date (the “Parties’ Conditions Precedent”):
Parties' conditions precedent. The Parties jointly commit, with the WINNING BIDDER taking the lead, to secure the following:
Parties' conditions precedent. The Parties shall not be obligated to proceed with the Project unless all of the conditions precedent set forth in Section 1.3 of the A&R Lease are satisfied and all of the following conditions precedent have also been satisfied (or waived by both Parties in their sole discretion):
Parties' conditions precedent. The Investment and the Share Purchase and Sale, including (i) the issuance of the Available New Shares by the Company to Buyers, and the payment of IVL Subscription Price by Buyers to the Company; and (ii) the transfer of the Available Existing Shares by Seller to Buyers, and the payment of the IVL Upfront Purchase Price by Buyers to Seller on the Closing, are subject to fulfillment of each and every one of the following conditions (“Parties’ Conditions Precedent”):
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Parties' conditions precedent. All of the rights, duties and obligations of each of the Parties hereto under this Agreement are subject to the following conditions precedent for the exclusive benefit of each of the Parties to be fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, as soon as possible after the Execution Date; however, unless specifically indicated as otherwise, not later than two calendar days prior to the Closing Date (such date being the "Subject Removal Date"): the specific ratification of the terms and conditions of this Agreement by the Board of Directors of each of the Purchaser and the Company within one calendar day of the due and completion execution of this Agreement by each of the Parties hereto (collectively, the "Ratification"); the completion by each of the Purchaser and the Company of an initial due diligence and operations review of the other Party's respective businesses and operations within two calendar days of the prior satisfaction of the Ratification (collectively, the "Initial Due Diligence"); if required under applicable corporate and securities laws, the receipt of all necessary approvals from any Regulatory Authority having jurisdiction over the transactions contemplated by this Agreement on or before January 31, 2006; if required under applicable corporate and securities laws, shareholders of the Purchaser and/or the Company passing an ordinary resolution or, where required, a special resolution, approving the terms and conditions of this Agreement and all of the transactions contemplated hereby, and the Purchaser and/or the Company sending all required notice to the Purchaser's and/or the Company's shareholders in connection therewith, or, in the alternative and if allowable in accordance with applicable corporate and securities laws, shareholders of the Purchaser and/or the company holding over 50% of the issued shares of the Purchaser and the Company providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby together with certification of any required notice to all shareholders of the Purchaser and/or Company of such written consent resolutions; and the Board of Directors of the Purchaser and/or the shareholders of the Purchaser, if required, approving of the within issuance by the Purchaser to the order and direction of the Vendors of all of the r...
Parties' conditions precedent. Any obligation of the Parties to cause the preparation of the closing documents relating to GCYT ’s acquisition and XxxXxx’s sale of Yang Tan of the JinXin‘rights’ for the GCYT as proposed and anticipated herein shall be subject to the parties waiver in relation to each of the following conditions precedent:
Parties' conditions precedent. The obligation of the Gothic Parties to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date of each of the following conditions, any or all of which may be waived in whole or in part:
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