Conditions to the Transaction. 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
Conditions to the Transaction. The obligations of the parties hereto, as well as the obligations of the parties to the Shareholders’ Agreement to consummate the transactions contemplated by this Agreement and the Related Agreements (collectively, the “Transactions”) at a closing to be held on the date hereof (the “Closing”) is subject to the fulfillment of each of the following conditions: (i) as applicable, MCO and CAV will have obtained and delivered to OBMP customary payoff letters and lien release documentation reasonably satisfactory to OBMP and their counsel relating to the repayment of all debt of Vitel, including the termination of all liens on any assets of Vitel securing any such debt; (ii) MCO and CAV will have forgiven all stockholder loans and related party debt to Vitel and its shareholders and their Affiliates on such terms that are consistent with the provisions hereof, and provided to OBMP and Vitel (as applicable) releases in respect of any claims by MCO and CAV against Vitel or OBMP relating to such loans; (iii) MCO and CAV will have obtained and delivered to OBMP the resignations of each of the directors and officers of Vitel including MCO and CAV; (iv) Vitel will have an amount of working capital of $10,000.00 (ten thousand Dollars 00/100) as of the consummation of the Transactions; (v) each of Vitel and OBMP shall have a total indebtedness in their balance sheet as of the date hereof in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100) as set forth in the schedules of assets and liabilities of Vitel and the financial statements of OBMP, attached hereto as Schedule 3.1(k) and Schedule 3.2(l), respectively; (vi) each of MCO and CAV shall have entered into employment agreements with Vitel in form and substance satisfactory to OBMP; (vii) Vitel and OBMP shall each have received all necessary governmental, board of directors and third-party approvals and consents to the Transactions; (viii)
Conditions to the Transaction. Section 7.01 Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or written waiver by all parties and in the case of the Company, upon the approval of the Company Special Committee, if permissible under Applicable Law and other than the condition set forth in Section 7.01(a), which may not be waived by any party) at or prior to the Effective Time of each of the following conditions:
Conditions to the Transaction. Section 6.1 Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each Party to effect the Transaction shall be subject to the fulfillment (or waiver by all Parties, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions:
(a) The Rowan Shareholder Approval shall have been obtained.
(b) The Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to any such modification being acceptable to both Parties) and a copy of the Court Order shall have been delivered to the Registrar of Companies in England and Wales.
(c) The resolution referred to in clause (a) of the definition of the Ensco Shareholder Resolutions shall have been passed.
(d) The New Ensco Shares (or, if the Consolidation is effected, the Consolidated Ensco Shares to which those New Ensco Shares correspond) shall have been approved for listing on the NYSE, subject to official notice of issuance.
(e) No order, injunction, decree or other legal restraint by any court or other tribunal of competent jurisdiction or Governmental Entity shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective, in each case that prohibits, prevents, restrains or renders illegal the consummation of the Transaction. No Governmental Entity shall have commenced and not withdrawn any proceeding seeking to enjoin, restrain or otherwise prohibit the consummation of the Transaction or any of the transactions contemplated by this Agreement.
(f) All waiting periods applicable to the Transaction under the HSR Act, including any secondary acquisition notifications pursuant to 16 C.F.R. § 801.4, shall have expired or been terminated.
(g) All consents of, or filings with, the Governmental Entities set forth in Section 6.1(g) of the Ensco Disclosure Schedule shall have been obtained and any applicable waiting period with respect thereto shall have expired or been terminated, as the case may be.
(h) The CFIUS Clearance shall have been obtained and shall be in full force and effect.
Conditions to the Transaction. Each Party shall take all reasonable actions necessary to comply promptly with all Legal Rules, which may be imposed on such Party with respect to the transactions contemplated hereby and shall promptly cooperate with and furnish information to each other Party in connection with any such requirements imposed upon each other Party or affiliate of each other Party in connection with such transactions. Each Party shall take, and shall cause its affiliates to take, all reasonable actions to obtain (and to cooperate with each other Party and its affiliates in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity, or other third party, required to be obtained or made by such Party or its affiliates in connection with the transactions or the taking of any action contemplated thereby or by this Agreement
Conditions to the Transaction. A. Conditions to the Obligations of the Sellers. The obligations of the Sellers to effect the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Sellers and may be waived by the Sellers in writing in their sole discretion without notice or liability to any Person):
(i) The representations and warranties of each of the Buyer and Provectus set forth in the Transaction Agreements shall be true and correct in all material respects (except that each representation or warranty which contains a materiality exception or limitation shall be true and correct in all respects) when made, and shall also be true and correct in all material respects (except that each representation or warranty which contains a materiality exception or limitation shall be true and correct in all respects) at the Closing.
(ii) Each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by the Buyer and Provectus at or prior to the Closing shall have been duly and properly complied with and performed.
(iii) There shall be delivered to the Sellers a certificate of each of the Buyer and Provectus executed on the Closing Date certifying that the conditions set forth in Section 8.A. and Section 8.B. have been satisfied.
(iv) The Sellers shall have received each of the agreements, instruments and other documents set forth in this Agreement and each such agreement instrument, and document shall be in full force and effect.
B. The obligations of the Buyer to effect the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Buyer and may be waived by Buyer in writing in its sole discretion without notice or liability to any Person):
(i) The Buyer shall have received each of the agreements, instruments and other documents set forth in this Agreement and each such agreement and document shall be in full force and effect.
(ii) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint provision limiting or restricting the Buyer’s ownership, conduct or operation of the Purchased Assets following the Closing shall be in effect. Nor shall there be pending or threatened any Legal Pr...
Conditions to the Transaction. 59 7.1 Conditions to Obligations of Each Party .......................................................................... 59 7.2 Conditions to Obligations of Parent .................................................................................. 59 7.3 Conditions to Obligations of the Company and the Member Parties................................ 62 ARTICLE VIII INDEMNIFICATION ....................................................................................................... 62 8.1 Survival of Representations and Warranties ..................................................................... 62 8.2 Indemnification ................................................................................................................. 63 8.3
Conditions to the Transaction. 7.1 Conditions to Obligations of Each Party. The respective obligations of the Company, the Member Parties and Parent to effect the Transaction shall be subject to the satisfaction, at or prior to the Closing, of the following conditions: (a) Regulatory Approvals. All approvals, authorizations and consents of any Governmental Entities required to be obtained prior to the Closing in connection with the Transactions contemplated hereby shall have been obtained and remain in full force and effect, and all statutory waiting periods relating to such approvals, authorizations and consents shall have been expired or terminated.
Conditions to the Transaction. Each Party will take all commercially ----------------------------- reasonable actions necessary to comply promptly with all legal requirements which may be imposed on such Party with respect to the transactions contemplated hereby (including furnishing all information required under the HSR Act, if any) and will promptly cooperate with and furnish information to each other Party in connection with any such requirements imposed upon each other Party or any Subsidiary or Affiliate of each other Party in connection with such transactions. Each Party will take, and will cause its Subsidiaries or Affiliates to take, all reasonable actions to obtain (and to cooperate with each other Party and its Subsidiaries or Affiliates in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity, or other third party, required to be obtained or made by such Party or its Subsidiaries or Affiliates in connection with the transactions or the taking of any action contemplated thereby or by this Agreement. Buyer agrees to pay the HSR filing fee.
Conditions to the Transaction. The obligations of the parties to proceed with the Transaction will be subject to the following conditions being satisfied or duly waived prior to closing of the Transaction (the “Closing Date”) or such other date as hereinafter provided:
a. For the benefit of all parties
i. the parties shall have received all necessary regulatory, court and third party consents, orders, approvals, waivers and authorizations as may be required in respect of the Transaction including, without limitation, including without limitation any required Health Canada approvals and all applicable approvals of the CSE and relevant securities commissions, and all such consents and approvals to be on terms and conditions acceptable to Yield and the Vendors, each acting reasonably;
ii. there being no material actions, suits or proceedings outstanding, pending or threatened against Yield or the Vendors at law or in equity before any federal, provincial, municipal court or other governmental department, commission, bureau, agency or instrumentality;
iii. each of the parties shall have received all required and appropriate approvals of their respective boards of directors and shareholders for:
A. this Letter Agreement;
B. the Transaction;
C. the Definitive Agreement; D. all matters incidental thereto or as may be required to effect the Transaction.
iv. Xxxxx Xxxxxx (i) will have been appointed to the board of directors of Yield effective upon closing of the Transaction, and (ii) shall have entered into a non-competition agreement with Xxxxx having the same terms as the non-competition agreements to be entered into a closing by Yield and each of the Vendors pursuant to Section 9; v. each of Yield and the Vendors shall have completed their due diligence of the other to their satisfaction, acting reasonably by September 18, 2020 (or such other date as may be mutually agreeable between the parties hereto).
