Conditions of Purchaser. Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
Conditions of Purchaser. The obligations of Purchaser to consummate the transactions provided for hereby are subject to the satisfaction, on or prior to the Closing, of each of the following conditions, any of which may be waived by Purchaser:
Conditions of Purchaser. The obligations of Purchaser to effect the transaction contemplated by this Agreement shall be subject to the fulfillment at or prior to the time of Closing of each of the following items which are conditions to the Closing:
Conditions of Purchaser. Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions precedent. If Purchaser terminates this Agreement prior to the Closing Date because any such condition is not so satisfied, Purchaser shall have no liability hereunder except as otherwise set forth in Article 9 hereof. Purchaser may unilaterally waive any of the following conditions precedent to Purchaser's obligations; provided, any such waiver shall be effective only if the same is in writing, signed by Purchaser and delivered to Seller at or prior to the Closing Date:
Conditions of Purchaser. On the Closing Date, subject to the satisfaction of the following conditions precedent, the Purchaser agrees to assume, accept and purchase all of the Seller’s right, title and interest in, to and under (x) the Amended and Restated Note and (y) all of the Security Documents:
Conditions of Purchaser. The obligation of the Purchaser to purchase and pay for the Debenture at the Closing is subject to the satisfaction (or waiver by the Purchaser) as of the Closing of the following conditions: ) the representations and warranties contained in Section 3.2 hereof shall be true and correct at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein; ) the Company shall have simultaneously sold to the Purchaser the Debenture to be purchased by the Purchaser hereunder at the Closing; ) the purchase of the Debenture by the Purchaser hereunder shall not be prohibited by any applicable law or governmental rule or regulation and shall not subject the Purchaser to any penalty or liability under or pursuant to any applicable law or governmental rule or regulation, and the purchase of the Debenture by the Purchaser hereunder shall be permitted by laws, rules and regulations of the jurisdictions and governmental authorities and agencies to which the Purchaser is subject; and ) AIP shall have exercised the Option, paid the Option Price, offset the Loan Amount against the Option Price and paid the Spread.
Conditions of Purchaser. The obligation of Purchaser to effect an Additional Closing, including its obligation to purchase and pay for the Preferred Shares to be issued at such Additional Closing, is subject to the fulfillment to its satisfaction on or prior to such Additional Closing Date of each of the following conditions:
Conditions of Purchaser. On the Closing Date, subject to the satisfaction of the following conditions precedent, the Purchaser agrees to assume, accept and purchase all of the Seller’s right, title and interest in, to and under (x) the Amended and Restated Note and (y) all of the Security Documents: all of the conditions set out in the Transaction Agreement shall have been satisfied or waived, in a manner reasonably satisfactory to the Purchaser (other than those conditions only capable of being satisfied as of the closing of the transactions contemplated in the Transaction Agreement); on or prior to the Closing Date, the Original Note shall be amended and restated as the Amended and Restated Note and shall have delivered an original certificate for the Amended and Restated Note (in a form satisfactory to the Purchaser) to the Seller and the Seller shall deliver such certificate representing the Amended and Restated Note to the Purchaser or the at the direction of the Purchaser; the Borrower shall, and shall cause each of the other Obligors, to enter into a confirmation of guarantee and security agreement and affirmation of the Successor Secured Party’s status and rights under the Security Documents, in form and substance satisfactory to the Purchaser; receipt of approval for the transactions contemplated herein by the shareholders and board of directors of the Borrower and all other requisite approvals, consents, notifications, filings or other authorizations as the Purchaser may determine (including, without limitation, any approvals, consents, notifications, filings or other authorizations that may be required pursuant to the Competition Act (Canada)); receipt of approvals from the Toronto Stock Exchange and NASDAQ, satisfactory to the Purchaser and the Borrower; the Purchaser shall be satisfied that (x) any and all financing statements, financing change statements and similar filings relating to the Security Documents have been completed and (y) any and all original collateral previously delivered by the Borrower to the Seller shall have been delivered to the Purchaser; no Material Adverse Effect (as defined in the Transaction Agreement shall have occurred in respect of the Borrower; each and every representation and warranty of the Seller shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date when made and as of th...
Conditions of Purchaser. 27 Section 6.1
Conditions of Purchaser. The obligations of Seller hereunder to Close are subject to Purchaser delivering, at or before the Closing, each of the following:
