Mutual Conditions Precedent Clause Samples

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the satisfaction, or mutual waiver by the Purchaser and the Company, on or before the Effective Date, of each of the following conditions, each of which are for the mutual benefit of the Parties and which may be waived, in whole or in part, by the Purchaser and the Company at any time: (a) the Arrangement Resolution will have been approved by the Shareholders at the Company Meeting in accordance with the Interim Order and applicable Laws; (b) each of the Interim Order and Final Order will have been obtained in form and substance satisfactory to each of the Company and the Purchaser, each acting reasonably, and will not have been set aside or modified in any manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise; (c) the Required Regulatory Approvals will have been obtained or concluded or, in the case of waiting or suspensory periods, expired or been terminated; (d) no Law will have been enacted, issued, promulgated, enforced, made, entered, issued or applied and no Proceeding will otherwise have been taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement as contemplated herein; and (e) this Agreement will not have been terminated in accordance with its terms.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Business Combination are subject to the satisfaction (or waiver in writing by each of the Parties) at or before and as of the Effective Time of the following conditions: (a) the Valaris Transaction Resolution shall have been approved by the Valaris Shareholders by the Valaris Required Approval at the Valaris Court Meeting; (i) the Share Issuance Resolutions shall have been approved by the Transocean Shareholders at the Transocean Meeting by the relevant Transocean Required Approval, in a number as required to be issued in connection with the Business Combination, and (ii) the Share Issuance Resolutions, the issuance of the Transocean Shares in a number as required to be issued in connection with the Business Combination and the related amendments to Transocean’s articles of association in connection therewith shall have been registered with the commercial register of the Canton of Zug, Switzerland; (c) the Sanction Order shall have been granted on terms consistent with this Agreement, and such order shall not have been set aside or modified in a manner unacceptable to Transocean or Valaris, acting reasonably and in good faith, on appeal or otherwise, and shall have been filed with the Registrar; (d) the Transocean Shares to be issued pursuant to this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance; (e) the Key Regulatory Approval(s) shall have been obtained or any applicable waiting period shall have expired or been terminated, and the Key Regulatory Approval(s) shall be in full force and effect; (f) no Governmental Authority in any jurisdiction that is the subject of a Key Regulatory Approval shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Business Combination illegal or otherwise preventing or prohibiting consummation of the Business Combination; and (g) CFIUS Approval shall have been obtained.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order; (b) the Contango Shareholder Approval shall have been obtained at the Contango Meeting; (c) the Key Regulatory Approvals and Key Third Party Consents shall have been obtained; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in writing by a Governmental Entity that is reasonably likely to: (i) enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or (ii) if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect; (f) the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order, as req...

Mutual Conditions Precedent. The respective obligations of the Parties to complete the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent, each of which may only be waived by the mutual consent of First Majestic and Silvermex: (a) the Arrangement shall have been approved at the Silvermex Meeting by not less than two-thirds of the votes cast by the Silvermex Securityholders who are represented in person or by proxy thereat in the manner contemplated by Article 2; (b) the Arrangement shall have been approved at the Silvermex Meeting in accordance with any conditions in addition to those set out in Section 5.1(a) which may be imposed by the Business Corporations Act or the Interim Order; (c) the Interim Order and the Final Order shall each have been obtained in form and terms satisfactory to each of Silvermex and First Majestic, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either Party, acting reasonably, on appeal or otherwise; (d) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no proceeding (other than an appeal made in connection with the Arrangement), of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Regulatory Approvals which have been obtained; (e) this Agreement shall not have been terminated pursuant to Article 6; (f) Silvermex shall have received any required approval of the TSX to the transactions contemplated herein; (g) the First Majestic Shares issuable (i) pursuant to the Arrangement and (ii) upon exercise of the Replacement Warrants from time to time, shall have been authorized for listing on the TSX and the NYSE, subject to official notice of issuance; (h) the issuance of the First Majestic Shares and Replacement Warrants will be exempt from the registration requirements of the U.S. Securities Act and the issuance of the First Majestic Shares and Replacement Warrants and underlying securities will be exempt from the prospectus requirements of applicable Securities Laws in each of the Provinces...

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement shall be subject to the satisfaction, on or before the Closing Time, of the following conditions precedent, each of which may only be waived by the mutual consent of Holdings and 724 Solutions: (a) the Arrangement Resolution shall have been approved by the Requisite Vote; (b) the Arrangement shall have been approved at the Meeting in accordance with any conditions in addition to those set out in Section 5.1(a) which may be imposed by the Interim Order; (c) 724 Solutions shall have obtained the articles of continuance from the Director in a form and substance satisfactory to 724 Solutions and Holdings, acting reasonably; (d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in a form satisfactory to the Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to such Parties, acting reasonably, on appeal or otherwise; (e) the Articles of Arrangement shall be in content consistent with this Agreement and in form satisfactory to the Parties acting reasonably; (f) there shall not be in force any Law, final and non-appealable injunction, order or decree prohibiting, restraining or enjoining the consummation of the Arrangement; (g) the Regulatory Approvals shall have been obtained or satisfied on terms and conditions satisfactory to the Parties acting reasonably; and (h) this Agreement shall not have been terminated pursuant to Article 6.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the satisfaction, or mutual waiver by the Parties, on or before the Effective Date, of each of the following conditions, each of which are for the mutual benefit of the Parties and which may be waived, in whole or in part, by the mutual consent of the Parties:

Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated hereby, and in particular the completion of the Amalgamation, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

Mutual Conditions Precedent. The respective obligations of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

Mutual Conditions Precedent. The obligations of the Parties to complete the Transaction shall be subject to the satisfaction of, or compliance with, at or before Closing Time, each of the following conditions precedent: