Conditional Agreement Clause Samples

Conditional Agreement. This Agreement and the Closing are conditional upon no remonstrance against the sale being filed. If a valid remonstrance is filed, the Closing shall not take place. The Buyer acknowledges the Seller is required to pass an Ordinance, provide Notice and publish terms of this Agreement prior to the time the parties are able to close this Agreement.

Conditional Agreement. It is expressly understood by the parties hereto that this Agreement is dependent and conditioned upon the receipt by the City of Neighborhood Stabilization Program Grant funds from MDOC and that in event that said funds are not provided, the City incurs no responsibilities or liabilities under this Agreement.

Conditional Agreement. This Agreement is conditional upon the completion of a due diligence satisfactory to the Purchaser.

Conditional Agreement. 2.1 This Agreement is conditional upon the fulfillment of the following conditions within a period of ninety (90) days from the date of this Agreement or any extended period as agreed by the Parties (“Conditions Precedent”): 2.1.1 The Company shall procure and ensure the passing of the Board and/or if required, the resolution of the Company’s shareholders authorizing the following: (i) the appointment of the signatory(ies) to sign this Agreement and the implementation of this Agreement (including the allotment and issue of the Subscription Ordinary Shares to the Investor as set out in this Agreement); (ii) the allotment and issue of the Subscription Shares to the Investor on the terms and conditions of this Agreement; (iii) the registration of the Investor in the register of members of the Company as the holder of the Subscription Shares on the terms and conditions of this Agreement; (iv) the affixing of the common seal unto the share certificates representing the Subscription Shares and the issue of the corresponding share certificates to the Investor; 2.1.2 the signature by all parties thereto of each of the following agreements, including any amendments or supplements thereof: (i) a shareholders’ agreement in respect of the Company; (ii) a put option agreement between the Shareholder (as grantor) and the Investor (as option holder); (iii) a call option agreement between the Investor (as grantor) and the Shareholder (as option holder); and 2.1.3 the Company having executed the employment contracts for its key management personnel in the form and substance acceptable to the Investor. 2.1.4 the legal, technical and financial due diligence on the Company duly completed and its findings being satisfactory to the Investor. 2.2 In the event that any of the Conditions Precedent are not obtained or fulfilled on or before the expiry of 90 days after the date of this Agreement, then this Agreement shall, at the option of the Investor, terminate and be of no further effect and none of the Parties shall have any claims against the other Parties for costs, damages, compensation or otherwise, save for any antecedent breach of the terms of this Agreement and the costs to be borne by the Company pursuant to Clause 11. 2.3 This Agreement will become unconditional on the date on which the last of the Conditions Precedent will have been duly obtained or fulfilled in accordance with the provisions of this Clause 2 (which date is referred to as the “Unconditional Date”).

Conditional Agreement. This Agreement shall be conditional in all respects upon the Placing Agreement becoming unconditional in all respects.

Conditional Agreement. Notwithstanding the execution of this Tenancy Agreement by Landlord and Tenant, the Parties agree that the effectiveness of this Agreement is conditional upon: (a) the granting of the Tenancy Approval; (b) the execution of the Related Agreements; and (c) the occurrence of the Closing pursuant to the APA. Upon satisfaction of all of the foregoing conditions, this Tenancy Agreement shall become operative. Prior to the Closing, Tenant shall have no obligations hereunder and the APA shall control the rights and obligations of the Parties with respect to the Premises; it being acknowledged and agreed that this Agreement is being executed as of the date first set forth above solely for the purpose of seeking the Tenancy Approval. The Parties acknowledge and agree that many critical and central terms and provisions relating to the letting of the Premises to Tenant, such as, without limitation, utilities, easements, access rights and shared use of facilities are to be set forth in the Related Agreements rather than being set forth directly herein. Therefore, the terms and provisions of the Related Agreements shall be deemed incorporated herein by reference for all purposes of this Tenancy Agreement. To the extent such Related Agreements are signed subsequent to the execution of this Tenancy Agreement, the Parties agree to amend this Tenancy Agreement as necessary to effectuate the overall intent and agreement of the Parties with respect to the short-term and long-term use, tenancy and easement rights with respect to the Premises, Landlord’s Remaining Parcel and the Complex.

Conditional Agreement. 2.1 This Agreement takes effect only on the date that Super Apps becomes a shareholder of the Company (“Effective Date”). 2.2 Any Party may terminate this Agreement by notice in writing to the other Parties if this Agreement has not become effective within Three (3) months from the date of this Agreement.

Conditional Agreement. This deed is conditional upon the Land Assignment being effected in accordance with the Assignment Agreement.

Conditional Agreement. 2.1 Completion is conditional upon the satisfaction or waiver of the following conditions: (a) the Warranties and the Guarantors’ Warranties remaining true and correct in all material respects at Completion; (b) all necessary third party consents and approvals required to be obtained in respect of this Agreement and the transactions contemplated hereby, including but not limited to the Subscription, having been obtained; (c) the passing by the Independent Shareholders of the Company who are entitled to vote and not required to abstain from voting under the Listing Rules and/or the Takeovers Code at a special general meeting of the Company to be convened and held of the necessary resolutions to approve this Agreement and the transactions contemplated hereunder, including among others, the allotment and issue of the Subscription Shares, the Convertible Bonds and the Conversion Shares falling to be issued upon conversion of the Convertible Bonds, the Whitewash Waiver and the election of the Subscriber’s nominees as directors of the Company, effective upon Completion; (d) the Shares remaining listed on the Main Board of the Stock Exchange at all times from the date of this Agreement, save for any suspension in trading not exceeding five consecutive trading days (except for any suspension for the purpose of clearing any announcement regarding the Subscription and this Agreement), or such longer period as the Subscriber may accept in writing; (e) the Stock Exchange granting, and not having withdrawn or revoked up to Completion, the listing of and permission to deal in the Subscription Shares and the Conversion Shares falling to be allotted and issued upon conversion of the Convertible Bonds on the Stock Exchange; (f) the granting of the Whitewash Waiver by the Executive and the satisfaction of any condition attached to the Whitewash Waiver and the Whitewash Waiver not having been revoked or withdrawn; (g) there having been no material breach of the provisions of Clause 7; and (h) save as disclosed in the announcement of the Company dated 7 July 2016, no Material Adverse Effect on the Group Companies having occurred since the Accounting Date. 2.2 The Company shall, at its own cost, exercise all reasonable endeavours to procure the satisfaction of the conditions specified in Clauses 2.1(a), (b), (c), (d), (e), (g) and (h) by the time specified in Clause 2.4. The Subscriber shall, at its own cost, exercise all reasonable endeavours to procure the satisfaction of th...