Common use of The Shareholders Clause in Contracts

The Shareholders. The obligations of the Selling Shareholders to consummate the transactions contemplated by this Agreement are subject, at the option of the Selling Shareholders, to the satisfaction or waiver of the following conditions: (a) All of the representations and warranties of the Purchaser set forth in this Agreement, as of the date of this Agreement shall be true and correct and all covenants to be performed by the Purchaser prior to Closing shall have been performed; (b) As of the Closing, no order, writ, injunction, or decree shall have been entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects the transactions contemplated by this Agreement, and no action, suit or other proceeding shall be pending or threatened that has a reasonable likelihood or resulting in any such order, writ injunction or decree; (c) All documents and instruments required to be executed and delivered by the Purchaser as contemplated herein shall have been duly executed and delivered; (d) If pre-notification is required under the Competition Act of Canada (the "Competition Act"), then either (i) the Director of Investigation and Research (the "Director)) appointed under the Competition Act or any person authorised to exercise the powers and perform the duties of the Director shall have issued a certificate under Section 102 (i) of the Competition Act to the effect that he is satisfied that he would not have sufficient grounds on which to apply to the Competition Tribunal established pursuant to the Competition Tribunal Act of Canada (the "Tribunal) under Section 92 of the Competition Act in respect of the transactions contemplated herein, or (ii) the appropriate time period specified in Section 123 of the Competition Act shall have expired and neither the Director, nor the Tribunal as authorised under the Competition Act, shall have taken or shall have indicate his or its intention to take, any action under the Competition Act, whether before or after the Closing, which could materially interfere with or detrimentally affect the transactions contemplated herein; and (e) If the transactions contemplated herein are reviewable under the Investment Canada Act, the Minister, as defined in the Investment Canada Act, shall have been satisfied or deemed to have been satisfied prior to the Closing Date (on terms and conditions satisfactory to the Agent) that the transactions contemplated herein are likely to be of "net benefit" to Canada. (f) The Purchaser shall have executed the Representation Letter required by the Securities Act of 1933 as amended , a sample of which is attached hereto as Schedule 6.1.