Purchaser’s Conditions. The Purchaser shall not be obligated to complete the purchase of the Shares pursuant to this Agreement unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 5.1 are fulfilled at or before the Closing Time.
Appears in 3 contracts
Samples: Share Purchase Agreement (NovaCopper Inc.), Share Purchase Agreement, Share Purchase Agreement
Purchaser’s Conditions. The Purchaser shall not be obligated to complete the transactions contemplated by this Agreement, including the purchase of the Shares pursuant to this Agreement or the New Intercompany Receivable, unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 has been satisfiedsatisfied (or, where permitted by Applicable Law, waived by the Purchaser), it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 5.1 are fulfilled at or before the Closing Time.
Appears in 2 contracts
Samples: Confidential Treatment (Novagold Resources Inc), Share Purchase Agreement (Novagold Resources Inc)
Purchaser’s Conditions. The Purchaser shall not be obligated to complete the transactions contemplated by this Agreement, including the purchase of the Shares pursuant to this Agreement Shares, unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 has been satisfied, it being understood that the said conditions in Sections 5.1(1) and 5.1(1) are included for the exclusive benefit of the Purchaser. The Vendor shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 5.1 are fulfilled at or before the Closing Time.
Appears in 2 contracts
Purchaser’s Conditions. The Purchaser shall not be obligated to complete the transactions contemplated by this Agreement, including the purchase of the Shares pursuant to this Agreement Shares, unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 5.1 are fulfilled at or before the Closing Time.
Appears in 1 contract
Samples: Share Purchase Agreement (Viad Corp)
Purchaser’s Conditions. The Purchaser shall not be obligated to complete the purchase of the Shares pursuant to this Agreement unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 9.1 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 5.1 9.1 are fulfilled at or before the Closing Time.
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Purchaser’s Conditions. The Purchaser shall not be obligated to complete the purchase of the Purchased Shares pursuant to this Agreement unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 3.5 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor Vendors shall take all such actions, steps and proceedings as are reasonably within its their control as may be necessary to ensure that the conditions listed below in this Section 5.1 3.5 are fulfilled at or before the Closing Time.
Appears in 1 contract
Samples: Share Purchase Agreement (DealerTrack Holdings, Inc.)
Purchaser’s Conditions. The Purchaser shall not be obligated to complete the purchase of the Shares pursuant to this Agreement Transactions unless, at or before the Closing Effective Time, each of the conditions listed below in this Section 5.1 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor Group Entities shall take all such actions, steps and proceedings as are reasonably within its their control as may be necessary to ensure that the conditions listed below in this Section 5.1 are fulfilled at or before the Closing Effective Time.
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Purchaser’s Conditions. The Purchaser shall not be obligated to complete the transactions contemplated by this Agreement, including the purchase of the Shares pursuant to this Agreement Target Shares, unless, at or before the Closing TimeClosing, each of the conditions listed below in this Section 5.1 has been satisfied, it being understood that the said such conditions are included for the exclusive benefit of the Purchaser. The Vendor Seller shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 5.1 are fulfilled at or before the Closing TimeClosing.
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Purchaser’s Conditions. The Purchaser shall not be obligated to complete the purchase of the Shares pursuant to transactions contemplated by this Agreement unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 3.5 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser and may be waived by the Purchaser, in its sole discretion, acting reasonably. The Vendor shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 5.1 3.5 are fulfilled at or before the Closing Time.
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Purchaser’s Conditions. The Purchaser shall not be obligated to complete the purchase of the Shares pursuant to transactions contemplated by this Agreement unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 4.2 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 5.1 4.2 are fulfilled at or before the Closing Time.
Appears in 1 contract
Samples: Asset Purchase Agreement
Purchaser’s Conditions. The Purchaser shall not be obligated to complete the purchase of the Shares Purchased Assets pursuant to this Agreement unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 5.1 are fulfilled at or before the Closing Time.
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Purchaser’s Conditions. The Purchaser shall not be obligated to complete the transactions contemplated by this Agreement, including the purchase of the Shares pursuant to this Agreement Interests, unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor Vendors shall take all such actions, steps and proceedings as are reasonably within its their control as may be necessary to ensure that the conditions listed below in this Section 5.1 are fulfilled at or before the Closing Time.
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Purchaser’s Conditions. The Purchaser shall not be obligated to complete the transactions contemplated by this Agreement, including the purchase of the Shares pursuant to this Agreement Shares, unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 6.1 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor Each of the Vendors shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 5.1 6.1 are fulfilled at or before the Closing Time.
Appears in 1 contract
Samples: Persons Listed