Conditions and Completion Sample Clauses
Conditions and Completion. 5 3. UNDERTAKINGS OF NEW NTL, C&W AND CWC.......................................5 4.
Conditions and Completion. The undertakings and agreements in clauses 3 to 6 (inclusive) and 9 of this Deed are conditional upon the occurrence of the Effective Date. Upon the Effective Date the undertakings and agreements in clauses 3 to 6 (inclusive) and 9 shall become effective forthwith.
Conditions and Completion. 7.1 Completion is conditional upon:
7.1.1 the demerger of EPL Limited;
7.1.2 the re-registration of the Company as a private company limited by shares;
7.1.3 the signing of the agreement between Commerz Beteiligungs Gesellschaft GmBH and certain Vendors terminating a Subscription and Shareholders Agreement dated 25 September 1998 in the agreed terms.;
7.1.4 signing the Stakeholders Agreement in the agreed terms;
7.1.5 signing the Primary Warrantors' Warranty Settlement Agreement.
7.2 The parties shall use their respective best endeavours to procure that the conditions stated in clause 7.1 are fulfilled as soon as practicable and in any event on or before midnight 26 May 2000. In the event that the Conditions have not been fulfilled by midnight 26 May 2000 or by such later date as may be agreed in writing between the Vendors and the Purchaser, this Agreement shall, save for this clause 7.2 and clause 9, thereupon become null and void and none of the parties shall have any rights against any other party under this Agreement except for breach of this clause 7.2 or clause 9.
7.3 The Vendors shall, so far as they are each able, procure that between the time of the execution of this Agreement and Completion the Company will carry on business in the ordinary course and will not do anything which is not of a routine unimportant nature without the prior written consent of the Purchaser such consent not to be unreasonably withheld conditioned or delayed. The following acts by the Company and/or the Subsidiaries or any agreement by the Company and/or the Subsidiaries to do any of the following acts, shall, but without limitation, be deemed not to be of a routine unimportant nature:
7.3.1 incurring any expenditure exceeding (Pounds)2,000 on capital account or entering into any commitment to do so;
7.3.2 save for the demerger of EPL Limited disposing of any part of its assets in the ordinary course of trading;
7.3.3 borrowing any money except under its existing overdraft facilities from its bankers or making any payments out of or drawings on its bank account other than payments in the ordinary course of business or to meet obligations outstanding at the date hereof and disclosed in the Disclosure Letter;
7.3.4 entering into any guarantee or indemnity;
7.3.5 entering into any unusual or abnormal Contract (as defined in paragraph 1.1 of Schedule 4) or commitment;
7.3.6 granting any lease or third party right in respect of the Property or assigning or otherwise disposing...
Conditions and Completion. 4.1 The obligations of the parties to proceed to Completion shall be conditional upon satisfaction of the following conditions:
4.1.1 receipt of approval ("concession") to the purchase of the Sale Shares from the Norwegian Ministry of Oil and Energy under the Industrial Concessions and Licenses Act, 1917 of Norway (such approval being given unconditionally or with such conditions as may be acceptable to Philipps, acting reasonably); and
4.1.2 receipt of approval to the purchase of the Sale Shares from the Norwegian Ministry of Trade and Industry under the Business Acquisitions Xxx 0000 of Norway (such approval being given unconditionally or with such conditions as may be acceptable to Philipps, acting reasonably), or the expiry of any waiting period (and any extension thereof) under such Act, whichever shall occur sooner.
4.2 Each party undertakes to the other to use its best endeavors to procure satisfaction of the conditions referred to in clause 4.1 as soon as reasonably practicable following execution of this Agreement, provided that Philipps shall be entitled at any time by written notice to BOC to waive in whole or part any or all of such conditions. Without prejudice to the generality of the foregoing, Philipps shall promptly after the date hereof submit to the Ministries referred to in clause 4.1 duly completed applications for approval under the Acts referred to therein, and will promptly supply to the Ministries all such information as they may lawfully request in respect of such applications. BOC shall assist, and shall cause the Company to assist, by procuring such information relating to the Company as Philipps may reasonably require.
4.3 Subject to satisfaction of such conditions, or waiver thereof by Philipps, Completion shall take place at the office of Messrs Xxxx & Co, Oslo, on the date which is 3 business days after satisfaction or waiver of all such conditions, or on such other date as the parties may agree.
Conditions and Completion. Completion of the Transaction is conditional upon (1) Xxx Xxxx and CAL having carried out and being satisfied with their due diligence investigations of the China Parking Group; (2) the approval of the Transaction by the CAG Independent Shareholders having been obtained at the SGM; and (3) the obtaining of all necessary approvals from the relevant banks in respect of the Transaction. Completion shall take place on the date which is the seventh business day after the date on which all of the conditions under the Agreement are satisfied or waived, or such other date as the parties agree in writing. If all the conditions have not been satisfied or waived (provided that conditions (2) and (3) cannot be waived) on or before 1 November 2003 (or such other date as DDL and CAL may agree in writing) then the Agreement will lapse. CPBL is an investment holding company and its sole business is the holding of shares in companies which hold carparks and other real property assets for investment purposes. CPBL holds the following interests in the members of the China Parking Group:
Conditions and Completion. 4 5. Rescission............................................................5
Conditions and Completion. 2.1 CONDITIONS PRECEDENT Completion of this Agreement is conditional on satisfaction or waiver by BP of the following conditions: 2.
Conditions and Completion. Completion shall be conditional upon:
Conditions and Completion. 6.1 The sale and purchase of the Shares is conditional upon:-
6.1.1. the passing at a general meeting of the First Vendor of all resolutions necessary to implement the terms of and to approve the entering into of this Agreement;
6.1.2. the provision by the Purchasers of the Confirmed Letter of Credit; and
Conditions and Completion. 4.1 Completion of this Agreement shall be conditional upon each of the following conditions:
4.1.1 Admission of the Initial Consideration Shares, the Placing Shares together with the existing issued ordinary share capital of the Buyer (raising aggregate new proceeds to the Buyer of not less than £15,000,000) becoming effective in accordance with Rule 6 of the AIM Rules;
4.1.2 repayment of any Bank Loans;
4.1.3 the provision of duly signed documentation confirming the release of the IP Company Security;
4.1.4 exercise of the Options and Warrants by the holders thereof and the issue of Shares in relation thereto or the delivery of confirmation (in a form reasonably satisfactory to the Buyer) that any such Options and Warrants not so exercised have lapsed in accordance with their terms or having been cancelled by agreement with the holder of the relevant Option and Warrant without cost to the Company;
4.1.5 evidence in terms reasonably satisfactory to the Buyer that steps have commenced by the Company to close the operations of the Subsidiary;
4.1.6 conversion of the Loan Notes and the issue of Shares in relation thereto;
4.1.7 each of the Primary Sellers and the Remaining Sellers (or persons authorised to so on their behalf under the Articles) having delivered duly executed stock transfer forms in favour of the Buyer in respect of their entire holdings of Sale Shares to the Sellers’ Representative pending Completion;
4.1.8 the aggregate Net Debt of the Buyer at the point of Admission not exceeding £4,050,000;
4.1.9 there shall not have occurred and be continuing any Material Adverse Change;
4.1.10 none of the warranties given by the directors of the Buyer in the Placing Agreement having become untrue or inaccurate in any material respect (as reasonably determined by the Buyer in consultation with the Sellers’ Representative and the Nomad) which would entitle the Nomad to terminate the Placing Agreement; and
4.1.11 the Placing Agreement becoming unconditional in all respects (save for the condition as to Admission). together the “Conditions”.
4.2 The Buyer may in its sole discretion by way of notice to the Sellers Representative waive the Conditions set out in clauses 4.1.2, 4.1.3, 4.1.4, 4.1.5, 4.1.6 and 4.1.7 (but not the Conditions in clause 4.1.11, 4.1.8, 4.1.9, 4.1.10 and 4.1.11 which shall not be capable of waiver) either in whole or in part. Each of the Primary Sellers shall use their several reasonable endeavours to procure the satisfaction of those o...