Satisfaction of the Conditions Sample Clauses

Satisfaction of the Conditions. The rights and obligations of the parties with regard to the satisfaction of the Conditions are set out in Schedule 2,[and] [Schedule 3] [and Schedule 4].

Satisfaction of the Conditions. The rights and obligations of the parties with regard to the satisfaction of the Planning Condition are set out in Schedule 1 and with regard to the Funding Condition in Schedule 2.

Satisfaction of the Conditions. (a) Each of the Buyer, the Company, SPAC and the Sellers must use its reasonable endeavours to ensure that the Conditions in clause 3.1 are satisfied as soon as practicable after the date of this agreement and in any event on or before the Outside Date. (b) Each of the Buyer, the Company, SPAC and the Sellers must provide all reasonable assistance to the others as is necessary to satisfy the Conditions. (c) The Sellers must provide to the Buyer, SPAC and the Company all information as may be reasonably requested by the Buyer, SPAC or the Company for the purposes of procuring the satisfaction of the Conditions in clause 3.1. Notwithstanding anything to the contrary in this agreement, the Buyer, SPAC and the Company may disclose such information obtained from the Sellers or the Group as it reasonably considers to be necessary or desirable to any Government Agency in connection with the satisfaction of the Conditions in clause 3.1. (d) Each party must within one Business Day notify the other parties in writing if it becomes aware that a Condition: (i) is satisfied; or (ii) becomes incapable of being satisfied before the Outside Date. (e) Each party may terminate this agreement by giving not less than 2 Business Days written notice to the other parties if at any time before Completion: (i) the Conditions are not satisfied by the Outside Date; or (ii) any Condition becomes incapable of being satisfied, or the parties agree that any Condition cannot be satisfied, by the Outside Date, and provided that the terminating party is not in breach of a material obligation under clauses 3.3(a) to 3.3(d).

Satisfaction of the Conditions. 4.1 Unless and until this Agreement is validly terminated in accordance with Clause 16 (and without prejudice to the additional covenants and agreements set forth herein), each party shall to the extent required of it, in accordance with the terms and conditions herein, (i) use its reasonable endeavours to achieve satisfaction of the Conditions as promptly as practicable and to implement the Merger and each stage thereof in accordance with the Timetable and (ii) not take or permit to be taken, and procure that none of their Representatives take or permit to be taken, any action that could reasonably be expected to adversely affect the satisfaction of any Condition. 4.2 With respect to the Antitrust Clearances that are required for the satisfaction of the Conditions, it is agreed that: (a) without prejudice to the other provisions of this Clause 4.2, the parties shall use their reasonable endeavours to procure that the Antitrust Condition is fulfilled before the Longstop Date (and shall agree to extend the Longstop Date by a period of not less than 180 days if the Antitrust Clearances have not been received by 31 December 2015); (b) the parties shall cooperate with each other in order to allow the party or parties under an obligation to notify to make the necessary filings, and to ensure that all information necessary or desirable for the making of (or responding to any requests for further information and other enquiries) any filings (including draft versions) is supplied accurately, promptly, diligently and to the best of each party’s ability or knowledge and is not intentionally misleading or incomplete; and (c) the party or parties under an obligation to notify shall: (i) unless otherwise agreed between them, commence any pre-notification processes, as applicable, in respect of the filings required to satisfy the Antitrust Condition as soon as reasonably practicable following the date of this Agreement; (ii) where a filing of only one party is required or made, notify the other party’s external counsel sufficiently in advance of any notification, submission, response or other communication (excluding communications of an administrative nature) which it proposes to make or submit to any Relevant Antitrust Authority and at the same time provide the other party’s external counsel with copies thereof and any supporting documentation or information reasonably requested by the other party’s external counsel; (iii) where a filing of only one party is required ...

Satisfaction of the Conditions. Unless this Agreement has previously been rescinded under clause 3.71, the Conditions are satisfied:

Satisfaction of the Conditions. 7.1. In respect of the Conditions: 7.1.1 NewMed shall use all reasonable endeavours to achieve satisfaction of the Scheme Condition; 7.1.2 the Purchaser shall use all reasonable endeavours to achieve satisfaction of the Purchaser Shareholder Approval Condition, the Rule 21.1 Condition, the FCA Admission Condition, the LSE Admission Condition, the ISA Admission Condition, the TASE Admission Condition, the CREST Condition and the Purchaser Financing Condition; and 7.1.3 each party shall use all reasonable endeavours to achieve satisfaction of each of the Antitrust and Regulatory Conditions, the Condition at clause 6.1.20(b)(ii), the Purchaser UK Documents Condition, the Tax Ruling Condition, the Purchaser Israeli Prospectus Condition and the Rule 9 Condition, in each case as soon as reasonably practicable after the Announcement Date and in any event not later than 17.00 on the Longstop Date. 7.2. Without prejudice to any other provision of this Agreement, NewMed and the Purchaser shall each co-operate in good faith to schedule and convene the Unitholder General Meeting and the Purchaser General Meeting (including, in each case, any adjournments or postponements thereof) so as to occur: (i) following satisfaction of the Delek Pledge Condition or following the receipt of evidence (in form that is satisfactory to NewMed and the Purchaser) that the Delek Pledge Condition will be satisfied (unless NewMed and the Purchaser agree otherwise in writing), and (ii) on or around the same date. 7.3. NewMed and the Purchaser confirm that: 7.3.1 subject to any Applicable Law, the Purchaser shall adopt a dividend distribution policy (initially targeting a minimum annual dividend of thirty per cent. (30%) of annual free cash flow, pre-growth capex and after financing costs), the further detailed terms of which shall be agreed between NewMed and the Purchaser and described in the Scheme Circular, the Purchaser Prospectus and the Purchaser Israeli Prospectus; and 7.3.2 the Scheme Circular, the Purchaser Prospectus and the Purchaser Israeli Prospectus shall note that the Purchaser’s strategy following Completion will be to focus primarily on: (i) the exploration, development, production and commercialization of natural gas, oil and other hydrocarbons; (ii) investments in infrastructure for the transportation, storage, compression (CNG), liquefaction (LNG) of natural gas, oil and other hydrocarbons; (iii) investments in renewable energy, hydrogen projects and technologies underl...

Satisfaction of the Conditions. The rights and obligations of the Parties regarding the satisfaction of the Conditions are set out in Schedule 3 (Superior Landlords' Consent).

Satisfaction of the Conditions. 4.5.1 The Seller shall promptly notify the Purchaser of the satisfaction of the conditions in Clauses 4.1 and 4.2, and in any case no later than five (5) Business Days after each such Conditions Precedent have been satisfied. 4.5.2 Within five (5) Business Days following the receipt by the relevant Party of the notice relating to the satisfaction of the last outstanding Condition Precedent, the Seller shall serve a written notice to the Purchaser (the "Completion Notice") indicating the date and time of Completion which, in any event, shall take place between five (5) and twenty (20) Business Days following the date of satisfaction of the last outstanding Condition Precedent (the "Completion Date").

Satisfaction of the Conditions. (a) The Buyer must use all reasonable endeavours to satisfy the Condition in clause 2.1(a)(i) by the Conditions Precedent Date. (b) Each of the Buyer and the Seller must use all reasonable endeavours to satisfy the Conditions in clauses 2.1(a)(ii), 2.1(b) and 2.1(c) by the Conditions Precedent Date, provided that in respect of the Condition in clause 2.1(a)(ii), neither party will be required to offer, propose or agree to any conditions to SAMR’s approval of the transaction evidenced by this agreement until the impact on the Project of such conditions have been agreed between the parties and the Transaction Documents have been revised to reflect such impact, if necessary, on terms reasonably satisfactory to each party. (c) The Buyer and the Seller must cooperate with each other in doing anything reasonably necessary to satisfy the Conditions. (d) The Seller must duly seek all necessary consents and approvals by the Minister under the Mining Act in connection with the Condition in clauses 2.1(b) within 10 Business Days following the Execution Date.

Satisfaction of the Conditions. 5.1 In respect of the Conditions: 5.1.1 the Purchaser shall use all reasonable endeavours to achieve satisfaction of the Shareholder Approval Condition, the FCA Admission Condition, the LSE Admission Condition, the Creditor Consent Condition; and 5.1.2 subject to clause 5.2, each party shall use all reasonable endeavours to achieve satisfaction of each Antitrust Condition, the Circular Condition, the Whitewash Condition and each Regulatory Condition, in each case as soon as possible after the Announcement Date and in any event not later than 17.00 on the Longstop Date. 5.2 If any decision by or consent decree with a Regulatory Authority in respect of an Antitrust Condition or Regulatory Condition is made subject to certain conditions, undertakings, orders or commitments, each of the parties shall take, or cause to be taken, all necessary or advisable steps (and, if required to fulfil any condition, undertaking, order or commitment imposed or requested by a Regulatory Authority in respect of an Antitrust Condition or Regulatory Condition, taking or committing to take any action (including providing behavioural commitments and effecting any sale, disposal, transfer, licensing, disposition or hold separate (through the establishment of a trust or otherwise)) with respect to any business, asset, right, licence (including the Interests), property, operation or agreement of the Group, to obtain as soon as reasonably practicable (and in any event, so as to enable Completion to occur on or before the Longstop Date) the approval required to satisfy each Antitrust Condition or Regulatory Condition, provided that neither the Company nor the Purchaser shall be obliged to take any steps to the extent they would have a material adverse effect on the business of (as applicable) the Group as a whole or the Purchaser Group as a whole. 5.3 Without prejudice to clause 5.1, the Purchaser shall: 5.3.1 provide the Proposed Purchaser Directors with all such information as they may reasonably require in order to satisfy their legal and regulatory obligations (including taking responsibility for the Purchaser Circular in accordance with the Prospectus Regulation Rules) in connection with the Purchaser Circular or its preparation; 5.3.2 to the extent reasonably practicable, consult with the Harbour/Chrysaor Parties as to the form and content of the Purchaser Circular, any Purchaser Supplementary Circular, the Purchaser Practice Statement Letter and the Purchaser Explanatory Stateme...