Common use of Target’s and Target Shareholders’ Conditions Clause in Contracts

Target’s and Target Shareholders’ Conditions. The obligation of the Target and the Target Shareholders to complete the Transaction will be subject to the satisfaction of, or compliance with, at or before the Closing Date, of the conditions precedent set forth below. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Target and the Target Shareholders and may be waived by the Target in its discretion: (a) the Target will have reviewed and approved of all materials in the possession and control of the Purchaser which are germane to the Target’s decision to proceed with the Transaction; (b) the Target and its solicitors will be reasonably satisfied that the due diligence, analysis and other customary examinations that they have performed regarding the financial position and the business of the Purchaser are consistent, in all material respects, with the representations and warranties of the Purchaser set forth in this Agreement; (c) the Target and its accountants shall have had a reasonable opportunity to review the Purchaser Financial Statements and will be reasonably satisfied with the content of the Purchaser Financial Statements; (d) all consents, renunciations, authorizations or approvals of third parties, which, in the Target’s reasonable opinion are necessary to give effect to the transactions contemplated herein, must be obtained to the Target’s satisfaction or in accordance with the relevant agreements, covenants or applicable law; (e) the Purchaser will have obtained the consent of any parties from whom consent to the Transaction is required; (f) the Purchaser will have performed and complied with all obligations, covenants and agreements of the Purchaser set out in this Agreement and the representations and warranties of the Purchaser set forth in this Agreement will be true, correct and complete in all material respects as of the Closing Date and with the same effect as if made at and as of the Closing Date and the Target will have received from the Purchaser, a certificate executed by an officer of the Purchaser certifying that all obligations, covenants and agreements of the Purchaser contained in this Agreement have been performed and complied with and that the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing Date; and (g) no Material Adverse Change will have occurred with respect to the Business of the Purchaser; (h) the approval of the boards of directors of the Target and the Purchaser for the Transaction will have been obtained; (i) immediately prior to the Closing, there will be no more than 435,000,000 Purchaser Common Shares issued and outstanding; (j) this Agreement, the Transaction Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance satisfactory to the Target will have been executed and delivered to the Target; (k) the Consideration Shares will have been delivered in accordance with Section 6.3; and (l) no Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Body which prohibits, restrains, enjoins or restricts the consummation of the Transaction.

Target’s and Target Shareholders’ Conditions. The obligation of the Target and the Target Shareholders to complete the Transaction transactions contemplated by this Agreement will be subject to the satisfaction of, or compliance with, at or before the Closing DateClosing, of the conditions precedent set forth below. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Target and the Target Shareholders and may be waived by the Target in its discretion: (a) the Target will have reviewed representations and approved of all materials in the possession and control warranties of the Purchaser which are germane to set forth in this Agreement will be true, correct and complete in all respects as of the Target’s decision to proceed Closing and with the Transactionsame effect as if made at and as of Closing; (b) the Purchaser will have performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it hereunder; (c) this Agreement and the Transaction Documents, all in form and substance satisfactory to the Target, will have been executed and delivered to the Target and the Target Shareholders; (d) the Target and its solicitors accountants will be reasonably satisfied with their review of the Purchaser Financial Statements; (e) the Target will be satisfied that the its due diligence, analysis and other customary examinations that they have it has performed regarding the financial position and the business of the Purchaser and the Purchaser Business are consistent, in all material respects, with the representations and warranties of the Purchaser set forth in this Agreement; (cf) the Target and its accountants shall have had a reasonable opportunity to review the Purchaser Financial Statements and no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be reasonably satisfied with in effect prohibiting the content of transactions contemplated by this Agreement, and no action or Proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Purchaser Financial Statementstransactions contemplated by this Agreement; (dg) no Material Adverse Effect will have occurred with respect to the Purchaser Business or the Purchaser Shares; (h) all consents, renunciations, authorizations or approvals of third parties, each applicable Governmental Body and any other Person which, in the Target’s reasonable opinion are necessary opinion, must be obtained prior to the Closing in order to give effect to the transactions contemplated herein, must be will have been obtained to the Target’s satisfaction or in accordance with the relevant agreements, covenants Contracts or applicable lawLegal Requirements; (ei) the Purchaser Target will have obtained created the consent of any parties from whom consent Non-Voting Shares with rights and restrictions acceptable to the Transaction is requiredTarget and issued such number of Non-Voting Shares as acceptable to the Target to the Specified Holders as determined by the Target; (fj) the Purchaser will have performed and complied with all obligations, covenants and agreements of the Purchaser set out in this Agreement and the representations and warranties of the Purchaser set forth in this Agreement will be true, correct and complete in all material respects as of the Closing Date and with the same effect as if made at and as of the Closing Date and the Target will have received from the PurchaserPurchaser the following closing documentation: (i) certified copies of resolutions of the Purchaser Board authorizing the entry into and Closing of this Agreement, the issuance of the Consideration Securities, and all other matters contemplated by this Agreement; (ii) a certificate executed by an officer of the Purchaser certifying that all obligations, covenants and agreements of the Purchaser contained in this Agreement have been performed and complied with and that that: (A) the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing Date; and (g) no Material Adverse Change will have occurred with respect to the Business of the Purchaser; (h) the approval of the boards of directors of the Target and the Purchaser for the Transaction will have been obtained; (i) immediately prior to the Closing, there will be no more than 435,000,000 Purchaser Common Shares issued and outstanding; (j) this Agreement, the Transaction Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance satisfactory to the Target will have been executed and delivered to the Target; (k) the Consideration Shares will have been delivered in accordance with Section 6.3; and (l) no Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Body which prohibits, restrains, enjoins or restricts the consummation of the Transaction.,