Common use of SHAREHOLDERS' CONDITIONS Clause in Contracts

SHAREHOLDERS' CONDITIONS. The obligations of the Shareholders to complete the Transaction will be subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions precedent: (a) the representations and warranties of the Purchaser made in Section 4.3 will be true and correct in all material respects at Closing and with the same effect as if made at and as of Closing, and the Shareholders will have received a certificate executed by the Purchaser certifying that the representations and warranties of the Purchaser set forth in Section 4.3 are true and correct as at the Closing Date;‌ (b) the Purchaser will have performed and complied with all the obligations, covenants and agreements to be performed and complied with by the Purchaser under this Agreement; (c) if and as required by Applicable Law or by any applicable stock exchange, approval of the Transaction by the shareholders of the Purchaser; (d) approval of the Transaction by any applicable stock exchange; (e) no Material Adverse Effect will have occurred with respect to the Purchaser; (f) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be in effect prohibiting the Transaction and no action or proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; (g) no inquiry or investigation (whether formal or informal) in relation to the Transaction, the Purchaser or its directors or officers will have been commenced or threatened by any applicable stock exchange or any Governmental Authority, such that the outcome of such inquiry or investigation could have a Material Adverse Effect on the Purchaser after giving effect to the Transaction; and (h) the Company will have received from the Purchaser the documentation set forth in Section 3.6. The conditions set forth in this Section 3.2 are for the exclusive benefit of the Shareholders and may be waived by the Shareholders in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, the completion of the Transaction by the Shareholders will not prejudice or affect in any way the rights of the Shareholders in respect of the representations and warranties of the Purchaser in this Agreement, and the representations and warranties of the Purchaser in this Agreement will survive the Closing for the applicable period set out in Section 4.4.

SHAREHOLDERS' CONDITIONS. ‌ The obligations of the Shareholders to complete the Transaction will be subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions precedent: (a) the representations and warranties of the Purchaser made in Section 4.3 will be being true and correct in all material respects at Closing and with the same effect as if made at and as of Closing, and the Shareholders will have received receiving a certificate executed by the Purchaser certifying that the representations and warranties of the Purchaser set forth in Section 4.3 are true and correct as at the Closing Date;‌ (b) the Purchaser will have having performed and complied with all the obligations, covenants and agreements to be performed and complied with by the Purchaser under this Agreement; (c) if and as required by Applicable Law or by any applicable stock exchange, approval of the Transaction by the shareholders of the Purchaser; (d) approval of the Transaction by any applicable stock exchange, including without limitation the CSE; (e) no Material Adverse Effect will have having occurred with respect to the Purchaser; (f) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be being in effect prohibiting the Transaction and no action or proceeding will have having been instituted or be being pending before any court or administrative tribunal to restrain or prohibit the Transaction; (g) no inquiry or investigation (whether formal or informal) in relation to the Transaction, the Purchaser or its directors or officers will have having been commenced or threatened by any applicable stock exchange or any Governmental Authority, such that the outcome of such inquiry or investigation could have a Material Adverse Effect on the Purchaser after giving effect to the Transaction; and (h) the Company will have having received from the Purchaser the documentation set forth in Section 3.6. The conditions set forth in this Section 3.2 are for the exclusive benefit of the Shareholders and may be waived by the Shareholders in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, the completion of the Transaction by the Shareholders will not prejudice or affect in any way the rights of the Shareholders in respect of the representations and warranties of the Purchaser in this Agreement, and the representations and warranties of the Purchaser in this Agreement will survive the Closing for the applicable period set out in Section 4.4.

SHAREHOLDERS' CONDITIONS. The obligations of the Shareholders to complete the Transaction will be subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions precedent: (a) the representations and warranties of the Purchaser made in Section 4.3 will be true and correct in all material respects at Closing and with the same effect as if made at and as of Closing, and the Shareholders will have received a certificate executed by the Purchaser certifying that the representations and warranties of the Purchaser set forth in Section 4.3 are true and correct as at the Closing Date;‌Date; (b) the Purchaser will have performed and complied with all the obligations, covenants and agreements to be performed and complied with by the Purchaser under this Agreement; (c) if and as required by Applicable Law or by any applicable stock exchange, approval of the Transaction by the shareholders of the Purchaser; (d) approval of the Transaction by any applicable stock exchange, if required; (e) no Material Adverse Effect will have occurred with respect to the Purchaser; (f) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be in effect prohibiting the Transaction and no action or proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; (g) no inquiry or investigation (whether formal or informal) in relation to the Transaction, the Purchaser or its directors or officers will have been commenced or threatened by any applicable stock exchange or any Governmental Authority, such that the outcome of such inquiry or investigation could have a Material Adverse Effect on the Purchaser after giving effect to the Transaction; (h) the officers and directors of the Purchaser and the Company will be as described in Section 2.7; and (hi) the Company will have received from the Purchaser the documentation set forth in Section 3.6. The conditions set forth in this Section 3.2 are for the exclusive benefit of the Shareholders and may be waived by the Shareholders in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, the completion of the Transaction by the Shareholders will not prejudice or affect in any way the rights of the Shareholders in respect of the representations and warranties of the Purchaser in this Agreement, and the representations and warranties of the Purchaser in this Agreement will survive the Closing for the applicable period set out in Section 4.4.