SUSPENDING CONDITIONS Sample Clauses

SUSPENDING CONDITIONS. 5.1 The Closing of the Transaction pursuant to this Agreement is contingent upon the fulfillment of the following suspending conditions (hereinabove and hereinafter: "THE SUSPENDING CONDITIONS"): 5.1.1 The Closing of the Xxxxxxxxx Transaction, subsequent to the fulfillment of the suspending conditions prescribed in the Xxxxxxxxx Agreement. 5.1.2 The Antitrust Authority or the Ministry of Communication shall not refuse to approve the Closing of the Xxxxxxxxx Transaction, due to the engagement in this Agreement. 5.2 Immediately after signing this Agreement, the Parties shall take all measures necessary for the fulfillment of the Suspending Conditions as stated above, and each Party shall exert its best efforts to fulfill these conditions, provided that this shall not impose restrictions and/or obligations on the Buyer that are not negligible and that are not expressly specified in this Agreement. 5.3 If, notwithstanding the Parties' efforts, all of the above Suspending Conditions are not fulfilled by February 16, 2010, or by any other postponed date to be determined in the Xxxxxxxxx Transaction with the consent of the Parties to this Agreement, the validity of this Agreement shall expire and the Transaction pursuant thereto shall be cancelled, and no Party shall have any demand and/or allegation and/or claim against the other Party in this regard. Notwithstanding that stated above, the nonfulfillment of a Suspending Condition that derives from an act or omission of MALA FIDES by a Party to this Agreement shall be deemed a breach by that Party of its covenants pursuant to this Agreement, and shall trigger for the other Party all remedies available to it by law.

SUSPENDING CONDITIONS. 6.1 This Agreement is subject to the approval of this Agreement by the Company's board of directors.

SUSPENDING CONDITIONS. This Agreement is subject to the following suspending conditions 5.1 Approval of TASE to register the Shares for trading. 5.2 Approval of the Company’s board of directors to the share issuance. 5.3 Approval of Nilimedix Ltd. board of directors for the share transfer of Nilimedix Ltd. shares from the Investor to the Company (according to this Agreement).

SUSPENDING CONDITIONS. 7.1 The consummation of the transaction, the sale of the Scailex Shares Being Sold and the Sale of the Partner Shares Being Sold pursuant to this Contract ("THE CLOSING OF THE TRANSACTION") are contingent upon the fulfillment of all of the following suspending conditions by the Execution Date: 7.1.1 Receipt by Suny of the confirmations of the removal of the Xxxxxxx Xxxx. 7.1.2 Approval of the transaction that is the subject of this Contact by all of Suny's competent organs, from which such approval is required. 7.1.3 Approval of the transaction that is the subject of this Contact by all of Yashir Management's competent organs, from which such approval is required. 7.1.4 The receipt of the Ministry of Communication's approval for the transfer of the Partner Shares Being Sold from Yashir Management to Suny. 7.2 If all of the suspending conditions are not fulfilled by November 30, 2009, and the parties did not agree to extend the said deadline by an additional period, this contract shall be voided, and, upon the voidance thereof, the parties shall not have any claim or allegation of any kind or type against each other.

SUSPENDING CONDITIONS. 5.2.1 Notwithstanding any of the provisions set forth in this Addendum, it is hereby agreed that if until 18 months as of the date of signing this Addendum (hereinafter: "Date of the First Suspending Condition"( the New UBP was not approved, within the meaning of this term below, then each of the parties shall be entitled to deliver written notice to the other party regarding termination of this Addendum within 7 days as of the end of the 18 months' period as stated (hereinafter: "Date of Termination Notice"), and in such circumstances as said this Addendum shall be null and void within 4 months of the Date of the Termination Notice, and neither party shall raise any allegation and/or demand and/or claim in connection therewith, unless within the said 4 months as aforesaid the New UBP was approved, and then this Agreement shall be in effect (and subject to the provisions set forth in Section 5.2.2 below). In the event that none of the parties delivered notice regarding termination of this Addendum as specified above, the Date of the First Suspending Condition shall be extended automatically by 12 additional months, after which if and to the extent that the New UBP is not approved, this Addendum shall be null and void unless otherwise stated in writing by the parties. "Approval of the New UBP" for the purpose of this Section shall mean publication of the New UBP in Reshumot (State Gazette).

SUSPENDING CONDITIONS. 6.1 The execution of the transaction that is the subject of this Agreement is contingent upon the fulfillment of all of the following suspending conditions (“the Suspending Conditions”) by the Execution Date: 6.1.1 no adverse change has occurred in relation to the representations given by Suny Group as stated above in clause 2; 6.1.2 Scailex’s General Assembly has approved the company’s engagement in the Agreement, by the majority required by law for approval of transactions with a controlling shareholder; 6.1.3 the Boards of Directors and General Assemblies of Suny Electronics, Dyn Dynamic and Suny Telecom have approved their engagement in the Agreement; 6.1.4 the written consents of the other parties to the Principal Agreements specified in Appendix 1.3.19 to the assignment of the agreements between them and Suny Group to Scailex have been received; 6.1.5 the written consents of Bank Leumi Le-Israel Ltd. and of Mizrahi Tefahot Bank Ltd. to the execution of the transaction that is the subject of this Agreement have been received, and all liens imposed on the Items Being Transferred have been removed, inclusive of a fixed lien of Bank Leumi Le-Israel Ltd. on the goodwill of Dyn Dynamic and of Suny Telecom, and inclusive of a floating lien on the enterprise and on all other assets of Dyn Dynamic and Suny Telecom; 6.1.6 the transaction that is the subject of this Agreement has been approved by the Antitrust Commissioner (“the Commissioner”), if and to the extent required. 6.2 The parties covenant that, immediately after signing this Agreement, they shall cooperate and exert their best efforts to fulfill the Suspending Conditions as soon as possible and to report one to another about the progress in handling the Suspending Conditions under their care, about any material difficulty that might arise in relation thereto and about the fulfillment thereof; however, it is agreed that the nonfulfillment of any Suspending Condition shall not be deemed a breach of a covenant of any of the parties pursuant to this Agreement. 6.3 If any approval or consent contained in the Suspending Conditions shall be made contingent upon new material conditions compared to the existing situation on the Signing Date of this Agreement, inclusive of the existing third-party consents, permits, licenses and approvals of Suny Group (“the Stipulations”), the party that views itself as materially prejudiced by the existence of the Stipulation may object to it, while the other party has the r...

SUSPENDING CONDITIONS. 17.1 The validity of this Agreement suspends on the fulfillment of all the suspending conditions detailed in this item # 17, as follows: 17.1.1 Receipt of the approval of the business transactions - object of this Agreement - signed by the person-in-charge of the Business Restriction Office, if and in as much as such an approval will be required. 17.1.2 Receipt of all approvals of WilliFood Investment Ltd. authorized institutions, in consequence of instructions per item 4.3 of this Agreement, and as duly required per law. 17.2 In case, despite all efforts the parties made, not all the suspending conditions will be fulfilled until and no later than the determining date, then, in such a case, the determining date will be postponed to an additional period of 30 (thirty) days ("THE POSTPONED DATE"). If the determining date is postponed to the postponed date, then, whenever the determining date is mentioned in this Agreement, it should read: the postponed date. 17.3 In case, despite all efforts the parties made, not all the suspending conditions will be fulfilled until and no later than the postponed date, then, in such a case, this Agreement will be essentially null and void and the parties will have no right or reason to submit claims thereof. 17.4 In furtherance, and notwithstanding the instructions of the aforementioned items 17.1 to 17.3 ( inclusive), it is herewith agreed that whereas the parties sign this Agreement without attachment of its Appendixes, then, once the parties will not agree upon the formulation of the Appendixes within 14 (fourteen) business days as of signing this Agreement, and attach them duly signed to this Agreement, then, in such a case, each party will be entitled to submit to the other party a written notice advising that this Agreement is null and void, and none of the parties will have the right or reason to submit claims as consequence of the Agreement or of the notice.

SUSPENDING CONDITIONS. The Parties hereby agree and undertake that the Agreement shall not enter into effect before the three (3) following cumulative approvals shall have been granted with regard to the Trial; provided, however, that the rights and obligations provided in Section 11 above shall be effective from the date of execution of this Agreement: 15.1 Approval of the Trial Protocol by the IRB and/or by the Ministry of Health, if required by the National Health Regulations. The Principal Investigator shall submit the Trial Protocol to the IRB to obtain approval for conducting the Trial and/or to the Ministry of Health, if required by the National Health Regulations. 15.2 Approval of this Agreement in general and its Budget by the Ministry of Health and specifically by the Contracting Committee of the Ministry of Health. 15.3 Pursuant to section 8.5 of this Agreement, a written Confirmation of Insurance shall be provided to the Fund.

SUSPENDING CONDITIONS. The consummation of the Transaction on the Consummation Date (or on any Deferred Consummation Date, mutatis mutandis) is subject to the fulfillment of various suspending conditions (unless the party so entitled shall waive fulfillment), the principal ones being as follows: (a) the receipt of the following third-party consents: the Ministry of Communications (as required pursuant to the licenses under which Partner operates); the Antitrust Commissioner (if compulsory); the holders of the public notes; the Xxxxxxxxx Group; Mizrahi Tefahot Bank Ltd.;

SUSPENDING CONDITIONS. 15.1. Cumulative suspending conditions for performance of this Agreement are specified below, and the nonfulfillment of any of the aforementioned conditions within 180 days from the Date of the Signature, shall create a situation where this Agreement shall be deemed void, nonbinding and lacking validity, and no party shall be bound by it. And these are the conditions: 15.1.1. Receipt of a permit from the Supervisor of the Settlement Law. The parties will cooperate fully and transparently in the contact with the Supervisor pursuant to the Settlement Law, with the aim of receiving such permits as early as possible. In the event of a demand of the Supervisor for an amendment or a change in the Agreement as a condition to receipt of the permit pursuant to the Settlement Law, the parties will discuss same in good faith however it is clarified that neither party shall be obligated to agree to such demand even if the results of nonagreement shall be nonreceipt of the permit, and the party who shall not agree to such demand shall not be responsible for compensating or indemnifying the counterparty. The parties have taken that stated into account and have agreed, when they are aware of the implications arising therefrom. 15.1.2. Approval required for the Project from the Medical Cannabis Unit at the Ministry of Health. 15.1.3. Approval of the competent organs of the Kibbutz, of the Corporation, and of Canndoc. The parties will adopt the steps required in order to bring the Agreement for approval of the aforementioned organs within 30 days from the Date of the Signature. No party shall bear responsibility toward the counterparty if the competent organ thereof has not approved the engagement pursuant to the Agreement. 15.2. It is clarified that it is Canndoc’s responsibility at its expense to obtain the approvals in question in clause 15.1.1 and 15.1.2.