Suspending Conditions Sample Clauses

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

Suspending Conditions. Completion of the performance of this Agreement is subject to the fulfillment of all of the following suspending conditions: 10.1 The Key Customers and Key Suppliers have given their consent to the assignment of the Assigned Agreements to the Buyer and to the Sellers' engagement in this Agreement and to the transfer of the Acquired Operation to the Buyer commencing on the Cutoff Date and thereafter, to the extent that such consent is required; alternatively, the Key Customers have agreed to the execution of the Acquired Operation by the Sellers and the Buyer in a back-to-back arrangement, in such manner that the Acquired Operation shall be transferred to the Buyer being Free and Clear. 10.2 On the date of signing of this Agreement, ▇▇▇▇ ▇▇▇▇▇ has signed a deed of personal guarantee of the Sellers' covenants and representations in this Agreement, in the form attached as Annex 10.2 to this Agreement. 10.3 All Annexes that were not attached to this Agreement on the signing date have been attached hereto, in a form that is agreeable to the Buyer. 10.4 Until the Cutoff Date and by no later than January 20, 2016, the Sellers shall have delivered the Letters of Declaration, Waiver and Settlement of all the Assimilated Employees plus the complete details of the final financial reckoning with them, confirming that the employment of the Assimilated Employees by the Sellers has been terminated, that they have been paid all sums owed to them in respect of the entire period of their work for the Sellers preceding the Cutoff Date and the termination thereof, and that the Assimilated Employees have no arguments and/or claims for any payment as salaried employees of the Sellers in respect of the entire period preceding the Cutoff Date and in accordance with clause 4.6.3 above. It is understood that the Buyer shall not employ, or shall not continue to employ, employees who have terminated their employment by the Sellers and did not confirm that they have no claims and/or demands against the Sellers, as provided above. It is understood and agreed that any cost that shall be caused to the Buyer as a result of the termination of the employees' employment due to failure to sign a Letter of Declaration, Waiver and Settlement, including an advance notice period, hearing procedure and/or any claim relating to debts owed by the Sellers to the employee, shall apply exclusively to the Sellers, and they shall indemnify the Buyer upon first demand in respect of any cost arising as a r...

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 ▇▇▇▇▇▇▇ ▇▇▇▇. 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. 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: 15.1 Approval of the Protocol by the IRB and/or by the Ministry of Health, if required by the Regulations. Promptly following the execution of this Agreement, the Principal Investigator shall submit the Protocol to the IRB to obtain approval for conducting the Trial and/or to the Ministry of Health, if required by the Regulations. 15.2 Approval of the 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 9.4 of this Agreement, a written Certificate of Insurance shall be provided to Institution.

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: 15.1 Approval of the Trial Protocol by the IRB and/or by the Ministry of Health, if required by the Regulations. Promptly following the execution of this Agreement, 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 Regulations. 15.2 Approval of the 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 9.2 of this Agreement, a written Confirmation of Insurance shall be provided to the Fund.

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. 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.

Suspending Conditions. 4.1 This Agreement and the performance hereof are conditional upon the fulfillment of the following cumulative conditions, and in accordance with the foregoing it is understood that upon the fulfillment of the said conditions, this Agreement shall enter into effect commencing on the Record Date: 4.1.1 Receipt of the approval of the Board of Directors of each of the Merging Companies. 4.1.2 Receipt of the consent of banks to the transfer of assets and liabilities from the Target Company to the Absorbing Company, to the extent that such consent is required by agreement, as well as any and all other approvals (if any) for the purpose of executing and completing the merger, including approval in accordance with all laws. 4.1.3 Receipt of all approvals required and fulfillment of all conditions for the merger for the purpose of executing and completing the merger in accordance with the provisions of Chapter 1 in Part VIII of the Companies Law, the Merger Regulations and all laws. 4.2 The Merging Companies hereby covenant to act in good faith and to perform all acts required for the purpose of the fulfillment of all the Suspending Conditions set forth above. 4.3 Where all or any of the Suspending Conditions have not been fulfilled within 12 months from the date of signing of this Agreement (hereinafter: the "Fulfillment Date of the Conditions") and the parties have not agreed on the extension of the date as provided in clause 4.4 below, the Agreement shall be null and void without this being deemed a breach hereof and without either party having a right to any relief as a result thereof. 4.4 Notwithstanding the provisions of clause 4.3 above, each of the Merging Companies shall be entitled to extend the Fulfillment Date of the Conditions by written notice for a period of up to 24 months from the date of signing of this Agreement.