Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated herein are subject to the satisfaction, on or before the Closing Date, of the following conditions precedent, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the TSX Approval shall have been obtained; (b) there shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or (ii) results in a judgement preventing, or assessment of material damages directly or indirectly relating to, the transactions contemplated herein; (c) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms of payment shall have been delivered by the applicable Subscribers as contemplated in Section 2.1 to the satisfaction of Corridor and the Initial Investor Group, each acting reasonably; (d) a minimum of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or waived; and (e) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date shall have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1.
Appears in 1 contract
Sources: Investment Agreement
Mutual Conditions Precedent. The respective obligations Parties are not required to complete the Amalgamation, or any of the Parties to consummate the other transactions contemplated herein are subject to the satisfactionunder this Agreement, on or before the Closing Date, unless each of the following conditions precedent, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely is satisfied on any other of such conditions:
(a) the TSX Approval shall have been obtained;
(b) there shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or
(ii) results in a judgement preventing, or assessment of material damages directly or indirectly relating to, the transactions contemplated herein;
(c) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms of payment shall have been delivered by the applicable Subscribers as contemplated in Section 2.1 prior to the satisfaction of Corridor and the Initial Investor GroupEffective Date, each acting reasonably;
(d) a minimum of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or which conditions may only be waived; and
(e) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date shall have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) in their sole discretion, in whole or in part, at by the mutual written consent of each of the Parties:
(a) Each Party will have obtained all required director, shareholder, third party and Governmental Entity consents, waivers and approvals for the Amalgamation and transactions contemplated under this Agreement, including, all necessary approvals of the CSE, having been made, given or obtained on terms acceptable to SVH and KEG, each acting reasonably.
(b) No Law is in effect that makes the consummation of the Amalgamation illegal or otherwise prohibits or enjoins SVH or Subco from consummating the Amalgamation.
(c) Each Regulatory Approval necessary to consummate the Amalgamation, including all necessary approvals of the CSE, has been made, given or obtained on terms acceptable to SVH and KEG, each acting reasonably, and each such Regulatory Approval is in force and has not been modified.
(d) The latest available audited and unaudited financial statements of each of the Parties, as required by the CSE policies for inclusion in the Circular, and Listing Statement shall have been delivered and shall be true and correct and have been prepared in accordance with GAAP.
(e) There shall not be any time pending or threatened litigation in any court or any proceeding or investigation by any Governmental Entity in which it is or may be sought to restrain or prohibit consummation of the Amalgamation and from time related transactions or to time without prejudice to any other rights which such Party may haveobtain divestiture, rescission or damages in connection with the Amalgamation and related transactions.
(f) All applicable securityholders shall have entered into the requisite escrow agreements and/or lock-up agreements required by the CSE.
(g) SVH shall have received the Ontario License.
(h) The KEG Shares set forth in Section 6.1 of the KEG Disclosure Letter shall, when issued, be subject to Section 7.1the legend restriction set out in Annex A of the Amalgamation Agreement.
(i) All Resulting Issuer Shares to be issued to former holders of the SVH Shares shall be subject to the legend restriction set out in Annex A of the Amalgamation Agreement.
Appears in 1 contract
Sources: Transaction Agreement
Mutual Conditions Precedent. The respective obligations of Parentco, Subco and Zemex to complete the Parties to consummate the transactions contemplated herein Arrangement are subject to the satisfaction, satisfaction of the following conditions on or before prior to the Closing Date, of the following conditions precedent, any each of which may be waived by only with the mutual consent in writing of such Parties without prejudice to their right to rely on any other of such conditionsParentco and Zemex:
(a) the TSX Approval The Securityholders shall have been obtained;approved the Arrangement Resolution at the Special Meeting in accordance with the Interim Order and in accordance with any conditions which may be imposed in the Interim Order.
(b) there The Final Order shall have been no entered by the Court in form and substance satisfactory to each of Zemex and Parentco, each acting reasonably.
(c) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Arrangement shall have been issued by any federal, state or provincial court (whether domestic or foreign) having jurisdiction and remain in effect.
(d) There shall not be pending or threatened any suit, action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued proceeding by any Governmental Entity, that:
(i) makes illegal before any court or otherwise directly other Governmental Entity, that has a significant likelihood of success, seeking to restrain or indirectly restrains, enjoins prohibit the consummation of the Arrangement or prohibits any of the other transactions contemplated herein; or
(ii) results in a judgement preventing, by this Agreement or assessment of material damages directly or indirectly relating to, the transactions contemplated herein;
(c) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or any other forms of payment shall have been delivered by the applicable Subscribers as contemplated in Section 2.1 to the satisfaction of Corridor and the Initial Investor Group, each acting reasonably;
(d) a minimum of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or waived; andTransaction Document.
(e) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date The parties shall have been obtained. The foregoing conditions received from CFIUS a letter stating that such committee has reviewed the information submitted to it regarding the proposed transaction, that there are for no issues of national security under the mutual benefit of the Initial Investor Group, on the one handExon-F▇▇▇▇▇ Amendment, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (that no action with respect to itselfthe transactions contemplated hereby will be taken, or the review, under the appropriate regulations, shall have concluded without any notification that such transactions are to be suspended or terminated.
(f) in their sole discretionOn the Effective Date, in whole no cease trade order or in partsimilar restraining order that has been entered by the SEC, at any time and from time to time without prejudice to the OSC or any other rights which such Party may have, subject securities regulatory authority in relation to Section 7.1the Shares shall be in effect.
Appears in 1 contract
Sources: Arrangement Agreement (Zemex Corp)
Mutual Conditions Precedent. The respective obligations of ▇▇▇, Subco and GLC to complete the Parties to consummate the transactions contemplated herein Amalgamation are subject to the satisfaction, on or before the Closing Date, satisfaction of the following conditions precedenton or prior to the Effective Date, any each of which may be waived by only with the mutual consent in writing of such Parties without prejudice to their right to rely on any other of such conditions▇▇▇, Subco and GLC:
(a) All consents, waivers, permits, exemptions, orders and approvals required to permit the TSX Approval completion of the Amalgamation, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on GLC or ▇▇▇ or materially impede the completion of the Amalgamation, shall have been obtained;
(b) there No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Amalgamation shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entityfederal, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or
(ii) results in a judgement preventingstate, or assessment of material damages directly or indirectly relating to, the transactions contemplated hereinprovincial court having jurisdiction and remain in effect;
(c) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms The approval of payment shall have been delivered the Acquisition and any related transactions by the applicable Subscribers as contemplated in Section 2.1 to the satisfaction of Corridor and the Initial Investor Group, each acting reasonably;CSE.
(d) a minimum of 21,739,130 Subscription Receipts will have been purchased The ▇▇▇ Shares to be issued pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions Amalgamation shall have been satisfied approved for listing on the CSE, subject to normal conditions on the Effective Date or waived; andas soon as practicable thereafter;
(e) all necessary consents On the Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Unit Private Placement and Reconstitution ▇▇▇ ▇▇▇▇▇▇, the GLC Shares or the Amalco Shares shall be in effect;
(f) There shall not be pending or threatened any suit, action or proceeding by any Governmental entity, before any court or governmental authority, agency or tribunal, domestic or foreign, that has a significant likelihood of Management required success, seeking to be obtained as restrain or prohibit the consummation of the Closing Date shall have been obtained. The foregoing conditions are for the mutual benefit Amalgamation or any of the Initial Investor Groupother transactions contemplated by this Agreement or seeking to obtain from ▇▇▇, on the one handSubco or GLC any damages that are material in relation to ▇▇▇, Subco and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1.GLC;
Appears in 1 contract
Sources: Amalgamation Agreement
Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate the transactions contemplated herein hereby, and in particular the Arrangement, are subject to the satisfaction, on or before the Closing DateEffective Date or such other time as is specified below, of the following conditions precedentconditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions:
(a) the TSX Approval Interim Order shall have been obtainedgranted in form and substance satisfactory to each of Bancorp, Medical and AltaRex, acting reasonably and shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise;
(b) there on or before February 2, 2004 the Arrangement Resolution shall have been no action taken under Applicable Lawspassed by the AltaRex Securityholders as required pursuant to the Interim Order, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits in accordance with the transactions contemplated herein; or
(ii) results in a judgement preventing, or assessment provisions of material damages directly or indirectly relating tothe ABCA, the transactions contemplated hereinAltaRex Governing Documents and any applicable regulatory requirements, and in form and substance satisfactory to each of AltaRex, Medical and Bancorp acting reasonably, duly approving the Arrangement in accordance with the Interim Order;
(c) properly executed Unit Subscription Agreementson or before February 3, together with certified cheques or bank drafts or other forms of payment 2004, the Final Order shall have been delivered by the applicable Subscribers as contemplated granted in Section 2.1 form and substance satisfactory to the satisfaction each of Corridor AltaRex, Medical and the Initial Investor Group, Bancorp each acting reasonably;
(d) a minimum the Articles of 21,739,130 Subscription Receipts will have been purchased pursuant Arrangement, together with the Final Order, filed with the Registrar in accordance with the Arrangement and Section 193(10) of the ABCA shall be in form and substance satisfactory to the Subscription Receipt Private Placement each of AltaRex, Medical and all Escrow Release Conditions shall have been satisfied or waived; andBancorp, each acting reasonably;
(e) all requisite consents, orders, approvals and authorizations, including, without limitation, regulatory and judicial approvals and orders, required or necessary consents to for the Unit Private Placement and Reconstitution of Management required to be obtained as completion of the Closing Date Arrangement (including receipt of a MRRS decision document and/or other discretionary orders from applicable securities regulatory authorities in form reasonably satisfactory to counsel to AltaRex and Bancorp which would exempt all trades in securities of AltaRex and Medical contemplated by the Arrangement from the prospectus and registration requirements of applicable securities legislation) shall have been obtained. The foregoing completed or obtained on terms and conditions are for satisfactory to each of AltaRex, Medical and Bancorp, acting reasonably, and all applicable statutory or regulatory waiting periods to the mutual benefit transactions contemplated under the Arrangement, shall have been expired or been terminated, and no objection or opposition shall have been filed, initiated or made by any regulatory authority during any applicable statutory or regulatory period;
(f) the TSX or, failing that, the TSXV shall have accepted notice of the Initial Investor GroupArrangement and the transactions contemplated thereby and shall have approved the issue of the Medical Common Shares and the listing of the Medical Common Shares, on subject only to the one hand, and Corridor, on the other hand, and conditions that may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived imposed by the Initial Investor Group TSX or Corridor the TSXV, as the case may be;
(with respect to itselfg) in their sole discretionthe Arrangement shall have become effective on or before February 3, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1.2004;
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties each party hereto to consummate complete the transactions contemplated herein are by this Agreement shall be subject to the satisfaction, on or before the Closing Effective Date, of the following conditions precedentconditions, any none of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditionsparty hereto in whole or in part:
(a) the TSX Approval Arrangement, with or without amendment, shall have been obtainedapproved at the Meeting in accordance with the Corporations Act;
(b) there the Order shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or
(ii) results obtained in a judgement preventing, or assessment of material damages directly or indirectly relating to, the transactions contemplated hereinform and substance satisfactory to Canarc acting reasonably;
(c) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms of payment no action shall have been delivered by instituted and be continuing on the applicable Subscribers as contemplated Effective Date for an injunction to restrain, a declaratory judgment in Section 2.1 respect of or damages on account of or relating to the satisfaction Arrangement and no cease trading or similar order with respect to any securities of Corridor Canarc or Caza shall have been issued and the Initial Investor Group, each acting reasonablyremain outstanding;
(d) a minimum the orders and rulings, if any, from the British Columbia Securities Commission and securities regulatory authorities in each of 21,739,130 Subscription Receipts will have been purchased the Provinces of Canada to permit the securities to be issued pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions Arrangement to be freely tradable in each of the Provinces of Canada shall have been satisfied or waived; andobtained, each such order and ruling being in form and substance acceptable to Canarc;
(e) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date material regulatory requirements shall have been obtained. The foregoing conditions are complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the mutual benefit completion of the Initial Investor Grouptransactions provided for in this Agreement or contemplated by the Circular shall have been obtained or received from the persons, on authorities or bodies having jurisdiction in the one hand, and Corridor, on the other hand, and may be asserted by either circumstances;
(f) none of the Initial Investor Group consents, orders, regulations or Corridor regardless of the circumstances and may be waived approvals contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Initial Investor Group Canarc or Corridor Caza acting reasonably; and
(with respect to itselfg) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1this Agreement shall not have been terminated under Article 6.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated herein by this Agreement, and in particular the completion of the Arrangement, are subject to the satisfaction, on or before the Closing DateEffective Date or such other time specified, of the following conditions precedentconditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions:
(a) the TSX Approval Interim Order and Final Order shall have been obtainedgranted on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to either of the Parties, each acting reasonably, on appeal or otherwise;
(b) there the Arrangement Resolution shall have been passed by the Petroamerica Shareholders in accordance with the Interim Order;
(c) the Effective Date shall have occurred on or before the Outside Date;
(d) all Regulatory Approvals and third party approvals and consents necessary for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on the Purchaser (after giving effect to the Arrangement) or prevent or materially impair or materially delay or could reasonably be expected to prevent or materially impair or delay the ability of either Party to consummate the transactions contemplated by this Agreement by the Outside Date shall have been obtained on terms and conditions satisfactory to the Parties, each acting reasonably;
(e) the TSX and NYSE MKT shall have approved, subject only to customary conditions, the listing of all of the Purchaser Shares issuable pursuant to the Arrangement; and
(f) no action shall have been taken under any existing Applicable LawsLaw or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, Authority that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated hereinby this Agreement; or
(ii) results in a judgement preventing, judgment or assessment of material damages against the Parties or their subsidiaries, directly or indirectly indirectly, relating to, to the transactions contemplated herein;
by this Agreement that would have a Material Adverse Effect upon the Purchaser (cafter giving effect to the Arrangement) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts prevent or other forms materially impair or materially delay or could reasonably be expected to prevent or materially impair or delay the ability of payment shall have been delivered either Party to consummate the transactions contemplated by this Agreement by the applicable Subscribers as contemplated in Section 2.1 to the satisfaction of Corridor and the Initial Investor Group, each acting reasonably;
(d) a minimum of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or waived; and
(e) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date shall have been obtainedOutside Date. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, Parties and may be asserted by either of the Initial Investor Group or Corridor Party regardless of the circumstances and may be waived by the Initial Investor Group or Corridor either Party (with respect to itselfsuch Party) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to consummate the transactions contemplated herein are subject to the satisfaction, on or before the Closing Date, of the following conditions precedentconditions, any of which may be waived by the mutual consent of such Parties parties without prejudice to their right rights to rely on any other or others of such conditions:
(a) on or before June 15, 2017, the TSX Approval shall have been obtainedreceipt of all necessary regulatory and Exchange approvals;
(b) there shall have been no action taken under Applicable Lawson or before May 15, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or
(ii) results in a judgement preventing, or assessment of material damages directly or indirectly relating to2017, the transactions contemplated hereinapproval of the Amalgamation by the MariCann shareholders at the MariCann Meeting and the approval by the Danbel shareholders of the matters to be considered at the Danbel Meeting;
(c) properly executed Unit Subscription Agreementson or before May 15, together with certified cheques or bank drafts or other forms of payment 2017, the Danbel Subco Amalgamation Special Resolution shall have been delivered approved by Danbel as the sole shareholder of Danbel Subco in accordance with the provisions of the OBCA;
(d) the Exchange shall have conditionally approved the listing of the Resulting Issuer Shares issuable pursuant to the Amalgamation and upon exercise of any Resulting Issuer Securities convertible or exercisable into Resulting Issuer Shares, subject to such Exchange’s usual conditions;
(e) there shall not be in force any order or decree restraining or enjoining the consummation of the Transactions, including, without limitation, the Amalgamation;
(f) the receipt by the applicable Subscribers Exchange of a Sponsor Report (as contemplated such term is defined in Section 2.1 the policies of the Exchange) in connection with the Transactions (if required by the Exchange), in a form satisfactory to the satisfaction Exchange and at the expense of Corridor MariCann;
(g) all other consents, orders and approvals, including, without limitation, regulatory approvals, required or necessary or desirable for the Initial Investor Groupcompletion of the transactions provided for in this Agreement, including, without limitation, the approval of the Director under the OBCA of the Amalgamation, shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to each of the parties hereto, acting reasonably;
(dh) a minimum the auditors of 21,739,130 Subscription Receipts will Danbel, HS & Partners LLP, shall provide its consent to Danbel and MariCann to use its audit opinion with respect to any Danbel audited financial statements in connection with any filings required by either Danbel or MariCann in connection with the Transactions or on an ongoing basis as required by Applicable Securities Laws, subject to the required review and other procedures specified by the CICA with respect to the inclusion of Auditor Reports in offering or other public documents;
(i) on or before May 15, 2017 the Consolidation, the Name Change, the Registered Address Change, the adoption of the New Danbel Bylaws, the adoption of the Stock Option Plan and the election of the Resulting Issuer Board shall be approved at the Danbel Meeting;
(j) the board of directors of the Resulting Issuer shall be as set out in Section 2.7;
(k) the holders of no more than two percent (2%) of all of the issued and outstanding MariCann Shares shall have been purchased exercised their rights to dissent pursuant to applicable corporate law in respect of the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or waivedMariCann Amalgamation Special Resolution; and
(el) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date this Agreement shall not have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (terminated in accordance with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.17.2 hereof.
Appears in 1 contract
Sources: Definitive Agreement
Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated herein are subject to the satisfaction, on or before the Closing Date, of the following conditions precedent, any of which may be waived by the mutual consent of such the Parties without prejudice to their right rights to rely on any other of such conditions:
(a) the TSX Approval shareholders of the Purchaser shall have been obtainedapproved the creation of the Consideration Shares in accordance with the provisions of the Business Corporations Act (British Columbia);
(b) there shall not exist any prohibition under Applicable Laws against the consummation of the Transaction;
(c) there shall not be in force any order or decree restraining or enjoining the consummation of the Transaction;
(d) all Consents, orders and approvals, including, without limitation, shareholder, stock exchange, and regulatory approvals, required or necessary or desirable for the completion of the Transaction shall have been obtained or received from the persons having jurisdiction in the circumstances, all on terms satisfactory to each of the Parties, acting reasonably;
(e) since the date hereof to the Closing Date, no action taken under Applicable Laws or proposed Applicable Laws, nor any statutechange in any Applicable Laws, ruleor the interpretation or enforcement of any Applicable Laws shall have been introduced, regulation enacted or order announced (including the introduction, enactment or announcement of any Applicable Laws respecting taxes or the Environment or any change therein or in the interpretation or enforcement thereof), the effect of which is enacted, enforced, promulgated will be to prevent or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits materially impair the completion of the transactions contemplated herein; or
(ii) results in a judgement preventing, or assessment of material damages directly or indirectly relating to, the transactions contemplated herein;
(c) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms of payment shall have been delivered by the applicable Subscribers as contemplated in Section 2.1 to the satisfaction of Corridor and the Initial Investor Group, each acting reasonably;
(d) a minimum of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or waived; and
(ef) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date this Agreement shall not have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (terminated in accordance with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.112.01.
Appears in 1 contract
Mutual Conditions Precedent. The Each party’s obligation to satisfy their respective obligations of the Parties to covenants herein and consummate the Amalgamation and other transactions contemplated herein are is subject to the satisfaction, on or before the Closing DateEffective Date (or such other date as otherwise may be specifically indicated), of the following conditions precedentconditions, any of which may be waived by the mutual consent of the parties subject to the satisfaction or in absence of such Parties further conditions with respect to the giving of such waiver, and without prejudice to their right rights to rely on any one or more other of such conditionsconditions precedent:
(a) if required by the TSX Approval CSE, the Amalgamation shall have been obtainedapproved by a majority of SEEM Shareholders;
(b) there shall have provided written confirmation that it has agreed to convert the Convertible Debt outstanding immediately prior to Closing into ROV Shares;
(c) all necessary documents, approvals and consents shall be obtained to effect the appointments to the board of directors and the management of SEEM described in subsections 5.1(b);
(d) neither SEEM nor ROV shall have issued any further securities without the consent of the other party, other than as contemplated herein, or in the case of SEEM in connection with the exercise of the SEEM Options;
(e) each of Subco and ROV shall have received the requisite approval of their respective shareholders for the adoption of this Agreement and the completion of the Amalgamation as required by the BCBCA, and shall have taken all necessary steps so that the Amalgamation may be effected;
(f) all other approvals, consents and orders that are necessary or advisable for the consummation of the Amalgamation or other transactions contemplated herein, including the approval of the CSE, shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to each of the parties hereto, acting reasonably;
(g) there shall be no action taken under Applicable Lawsmaterial action, nor cause of action, claim, demand, suit, investigation or other proceedings in progress, pending or threatened against or affecting any statuteof SEEM, ruleSubco or ROV, regulation at law or order which is enactedin equity, enforced, promulgated or issued by before any Governmental EntityAuthority, that:which involve the reasonable likelihood of any judgment or liability against any of the parties;
(ih) makes illegal there shall not be in force any prohibition at law, order or otherwise directly decree restraining or indirectly restrains, enjoins enjoining the consummation of the Amalgamation or prohibits the transactions contemplated herein; or
(ii) results in a judgement preventing, or assessment of material damages directly or indirectly relating to, the other transactions contemplated herein;
(ci) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms the representations and warranties of payment the parties herein shall have been delivered by be true and correct in all material respects as at the applicable Subscribers as contemplated in Section 2.1 to the satisfaction of Corridor and the Initial Investor Group, each acting reasonably;
(d) a minimum of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or waivedEffective Time; and
(ej) all necessary consents to the Unit Private Placement covenants, obligations and Reconstitution of Management required to be obtained as conditions of the Closing Date parties herein on their parts shall be performed, satisfied and observed prior to or at the Effective Time shall have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Groupperformed, on the one hand, satisfied and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) observed in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1all material respects.
Appears in 1 contract
Sources: Amalgamation Agreement
Mutual Conditions Precedent. The respective obligations of the Parties Nevoro and Pursuit to consummate complete the transactions contemplated herein are by this Agreement and the obligation of Pursuit to file a copy of the Final Order and a certified copy of this Agreement with the Director shall be subject to the satisfaction, on or before the Closing Date, Effective Date of the following conditions precedent, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions:
(a) the TSX Approval Arrangement, with or without amendment, shall have been obtainedapproved and adopted at the Meeting by the Pursuit Shareholders in accordance with the provisions of the Act and the Interim Order and the Arrangement shall have otherwise been approved and adopted by the requisite majorities of persons entitled or required to vote thereon as determined by the Court;
(b) there the Interim Order shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or
(ii) results granted in a judgement preventing, or assessment of material damages directly or indirectly relating to, the transactions contemplated hereinform and substance satisfactory to Pursuit;
(c) properly executed Unit Subscription Agreementsthe Final Order shall have been obtained in form and substance satisfactory to Pursuit and having regard to this Agreement and a certified copy, together with a certified cheques or bank drafts or copy of this Agreement, and any other forms of payment required documents, shall have been delivered accepted by the applicable Subscribers as contemplated in Section 2.1 to the satisfaction of Corridor and the Initial Investor Group, each acting reasonablyDirector for filing;
(d) a minimum of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions TSX shall have been satisfied or waived; andapproved the terms of the Arrangement subject to compliance with the usual requirements of such exchange;
(e) all other consents, orders, rulings, approvals and assurances, including regulatory and judicial approvals and orders required, necessary consents or desirable for the Arrangement to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date become effective shall have been obtained. The foregoing conditions are for obtained or received from the mutual benefit Persons, authorities or bodies having jurisdiction in the circumstances, each in a form acceptable to Pursuit and Nevoro;
(f) no order or decree of the Initial Investor Groupany domestic or foreign court, tribunal, governmental agency or other regulatory authority or administrative agency, board or commission, and no law, regulation, policy, directive or order shall be enacted, promulgated, made, issued or applied to cease trade, enjoin, prohibit or impose material limitations on the one hand, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group Arrangement or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor transactions contemplated thereby; and
(with respect to itselfg) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to this Agreement shall not have been terminated under Section 7.16 hereof.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties parties to consummate complete the transactions contemplated herein are by this Agreement and to file the documents required to give effect to the Arrangement shall be subject to satisfaction of or mutual waiver by the satisfaction, parties on or before the Closing Date, Effective Date of each of the following conditions precedent, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions:
(a) the TSX Approval Arrangement, with or without amendment, shall have been obtainedapproved at the NxtPhase Meeting in accordance with the provisions of the Interim Order and the Arrangement shall have otherwise been approved and adopted by the requisite majorities of persons entitled to vote thereon as determined by the Court or by any other rules and policies of Canadian corporate and securities regulatory authorities having jurisdiction;
(b) there the Registration Statement (including any post-effective amendment thereto) shall be effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no action taken under Applicable Lawsproceeding shall be pending or to the knowledge of Beacon threatened by the SEC to suspend the effectiveness of such Registration Statement, nor any statute, rule, regulation and Beacon shall have received all U.S. state securities or order which is enacted, enforced, promulgated "blue sky" permits or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or
(ii) results in a judgement preventingother authorizations, or assessment confirmations, as to the availability of material damages directly or indirectly relating to, the transactions contemplated hereinan exemption from registration requirements as may be necessary;
(c) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms of payment the Interim Order and the Final Order shall have been delivered by obtained from the applicable Subscribers as contemplated Court in Section 2.1 form and substance satisfactory to each of the satisfaction of Corridor and the Initial Investor Groupparties, each acting reasonably;
(d) a minimum all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders, necessary for the completion of 21,739,130 Subscription Receipts will the transactions provided for in this Agreement shall have been purchased obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances;
(e) the Beacon Shareholders shall have approved (i) the Plan of Arrangement and the issuance of Beacon Shares pursuant to the Subscription Receipt Private Placement Arrangement and all Escrow Release Conditions shall have been satisfied or waivedthis Agreement, (ii) an amendment to the Beacon Certificate of Incorporation increasing the number of Beacon Shares authorized for issuance from 110,000,000 to 170,000,000 and (iii) an amendment to the Beacon Equity Incentive Plan increasing the number of Beacon Shares authorized for issuance under such plan from 9,000,000 to 23,000,000;
(f) subject to Section 4.7 and any applicable securities laws in the provinces of Canada, the issuance of the Beacon Shares pursuant to the Arrangement will comply with the registration requirements by the 1933 Act, and be registered and freely tradable shares in the United States upon issuance and will be exempt from the registration and prospectus requirements of applicable securities laws in each of the provinces of Canada in which NxtPhase Shareholders are resident; and
(eg) all necessary consents to the Unit Private Placement and Reconstitution no order or decree of Management required to be obtained as of the Closing Date shall have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Groupany domestic or foreign court, on the one handtribunal, governmental agency or other regulatory authority or administrative agency, board or commission, and Corridorno law, on regulation, policy, directive or order shall be enacted, promulgated, made, issued or applied to cease trade, enjoin, prohibit or impose material limitations on, the other hand, and may be asserted by either of Arrangement or the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1transactions contemplated thereby.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to consummate complete the transactions contemplated herein are by this Agreement and to file the documents required to give effect to the Arrangement shall be subject to satisfaction of the satisfaction, following conditions on or before the Closing Effective Date, of the following conditions precedent, any of which (except for those provided for in Sections (a), (b), (c), (d), (e), (f), (i), (j), (k) (l) and (t)) may be waived by the mutual consent of such Parties any party hereto in whole or in part without prejudice to their such party's right to rely on any other of such conditionsthem:
(a) the TSX Approval Arrangement shall have been obtainedapproved and adopted by Lincoln Shareholders at the Lincoln Meeting by Special Resolution in accordance with the Interim Order and the Arrangement shall have otherwise been approved and adopted by the requisite majorities of persons entitled or required to vote thereon as determined by the Court;
(b) there LPT, as the sole shareholder of LPT Sub, shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits approved the transactions contemplated herein; or
(ii) results in a judgement preventing, or assessment of material damages directly or indirectly relating to, the transactions contemplated hereinArrangement;
(c) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms of payment the Interim Order and Final Order shall have been delivered obtained from the Court in the manner contemplated by Section 2.02 of this Agreement;
(d) the applicable Subscribers as contemplated in Section 2.1 to Exchange shall have accepted the satisfaction of Corridor Arrangement, the Consolidation, the Private Placement and the Initial Investor Groupother transactions contemplated by this Agreement as part of LPT's "Qualifying Transaction" under the rules and policies of the Exchange, each subject to compliance with the usual requirements of such Exchange;
(e) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders, necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances;
(f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and the Arrangement;
(g) Lincoln and LPT shall have received advice of tax counsel confirming the Canadian and United States tax consequences of the Arrangement as described in the Information Circular;
(h) none of the consents, orders, regulations or approvals contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by any of the parties hereto, acting reasonably;
(di) a minimum the various issuances and exchanges of 21,739,130 Subscription Receipts Lincoln Shares, Post Consolidation LPT Shares, warrants or other securities convertible or exercisable to acquire Post Consolidation LPT Shares and the certificates representing such securities as contemplated by the Arrangement will have been purchased approved by all necessary corporate action to permit such securities to be issued, if applicable, as fully paid and non-assessable and will be exempt from the registration requirements of the 1933 Act and the registration and prospectus requirements of applicable securities laws in each of the Provinces of Canada in which holders of Lincoln Shares are resident; and such LPT securities will not be subject to hold periods under the securities laws of Canada or the United States except as may be imposed by Rules 144 and 145 under the 1933 Act with respect to affiliates or except as disclosed in the Information Circular or except by reason of the existence of any controlling interest in LPT pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions securities laws of any applicable jurisdiction;
(j) this Agreement shall not have been terminated under Article Six;
(k) the Continuance shall have been satisfied or waivedapproved by Special Resolution at the Lincoln Meeting and the Continuance shall have been completed;
(l) the Consolidation shall have been approved by Ordinary Resolution at the LPT Meeting and the Consolidation shall have been made effective under the BCBCA;
(m) the Name Change shall have been made effective under the BCBCA;
(n) the Debt Settlement shall have been completed, subject to completion of the Arrangement;
(o) the Escrowed Shares shall have been transferred to persons designated by Lincoln;
(p) all of the outstanding Lincoln Options shall have been cancelled;
(q) all of the outstanding LPT Options shall have been cancelled;
(r) the Advance shall have been paid to Lincoln;
(s) the Private Placement shall have been completed;
(t) the Arrangement Filings shall have been accepted for filing by the Registrar; and
(eu) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date dissent rights shall not have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (exercised with respect to itself) either the Continuance or the Arrangement by holders of Lincoln Shares which will in their sole discretion, in whole the aggregate represent 5% or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1more of the Lincoln Shares outstanding on the Lincoln Record Date.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties to consummate complete the transactions contemplated herein by this Agreement, are subject to the satisfactionfulfillment, on or before the Closing DateEffective Time, of each of the following conditions precedent, any each of which may only be waived by with the mutual consent of such Parties without prejudice to their right to rely on any other of such conditionsthe Parties:
(a) the TSX Approval Arrangement Resolution shall have been approved and adopted by the Brazauro Securityholders at the Brazauro Meeting in accordance with the Interim Order;
(b) 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 Brazauro and Eldorado, acting reasonably, on appeal or otherwise;
(c) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent the consummation of the Arrangement;
(d) Eldorado Shares, Converted Eldorado Options and Converted Eldorado Warrants to be issued in the United States pursuant to the Arrangement shall be exempt from the registration requirements under the U.S. Securities Act;
(e) the Key Regulatory Approvals shall have been obtained;
(bf) there the Key Third Party Consents shall have been no action taken under Applicable obtained;
(g) if required by applicable Securities Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal relief shall have been obtained from any requirement of NI 43-101 which would require the filing on SEDAR by Brazauro or otherwise directly or indirectly restrainsNew Brazauro of a technical report in respect of any disclosure in the Brazauro Circular with respect to any material property of New Brazauro, enjoins or prohibits provided that if any such relief granted requires the transactions contemplated hereinfiling of a technical report prior to the Effective Time, such a technical report is filed by Brazauro prior to the Effective Time; or
(ii) results in a judgement preventing, or assessment of material damages directly or indirectly relating to, technical report as required under NI 43-101 can be prepared so as to not unduly delay the transactions contemplated hereinBrazauro Meeting;
(ch) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms of payment this Agreement shall not have been delivered by the applicable Subscribers as contemplated terminated in Section 2.1 to the satisfaction of Corridor and the Initial Investor Group, each acting reasonably;
(d) a minimum of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or waivedaccordance with its terms; and
(ei) all necessary consents the distribution of the securities pursuant to the Unit Private Placement Arrangement shall be exempt from the prospectus and Reconstitution registration requirements of Management required to be obtained as applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the Closing Date shall have been obtained. The foregoing conditions are for the mutual benefit provinces of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted Canada or by either virtue of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1applicable exemptions under applicable Securities Laws.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated herein hereby, and in particular the Arrangement, are subject to the satisfaction, on or before the Closing DateEffective Date or such other time specified, of the following conditions precedentconditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions:
(a) the TSX Approval Interim Order shall have been obtainedgranted in form and substance satisfactory to Rockshield, AcquiCo and OppCo, acting reasonably, and such Interim Order shall not have been set aside or modified in a manner unacceptable to Rockshield, AcquiCo and OppCo, acting reasonably, on appeal or otherwise;
(b) there the Arrangement Resolution shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued passed by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or
(ii) results Rockshield Shareholders at the Rockshield Meeting in a judgement preventing, or assessment of material damages directly or indirectly relating toaccordance with the Arrangement Provisions, the transactions contemplated hereinconstating documents of Rockshield, the Interim Order and the requirements of any applicable regulatory authorities;
(c) properly executed Unit Subscription Agreementsthe Arrangement and this Agreement, together with certified cheques or bank drafts or other forms of payment without amendment, shall have been delivered approved by the applicable Subscribers as contemplated in Section 2.1 AcquiCo Shareholder(s) and the OppCo Shareholder(s) to the satisfaction of Corridor extent required by law, and in accordance with, the Arrangement Provisions and the Initial Investor Groupconstating documents of AcquiCo and OppCo;
(d) the Final Order shall have been granted in form and substance satisfactory to Rockshield and each of AcquiCo and OppCo, each acting reasonably;
(de) a minimum all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement transactions provided for in this Agreement and all Escrow Release Conditions the Plan of Arrangement shall have been satisfied obtained or waivedreceived from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to Rockshield and each of AcquiCo and OppCo;
(f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and the Arrangement; and
(eg) all necessary consents to this Agreement shall not have been terminated under Article 7. Except for the Unit Private Placement and Reconstitution of Management required to conditions set forth in this §5.1 which, by their nature, may not be obtained as waived, any of the Closing Date shall have been obtained. The foregoing other conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and in this §5.1 may be asserted by waived, either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) in their sole discretion, in whole or in part, by either of Rockshield, AcquiCo or OppCo, as the case may be, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1its discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Mutual Conditions Precedent. The respective obligations of each of the Parties parties to consummate this Agreement to complete the transactions contemplated herein Restructuring are subject to the satisfaction, on fulfilment or before mutual waiver by each of the Closing Date, parties hereto of the following conditions precedent, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions:
(a) the TSX Approval Restructuring and this Agreement shall have been obtainedapproved by the board of directors of Surge, Subco and Big Sky;
(b) there the sale of the Surge BC Shares from Surge to the Purchasers shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued approved by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or
(ii) results shareholders of Surge in a judgement preventing, or assessment accordance with the laws of material damages directly or indirectly relating to, the transactions contemplated hereinState of Nevada and the rules and regulations of the SEC;
(c) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms of payment each party shall have been delivered performed each covenant or obligation to be performed by it hereunder in favour of the applicable Subscribers as contemplated other parties, except that the parties hereto acknowledge that the covenant to prepare, file and deliver the Information Statement in accordance with Section 2.1 to the satisfaction of Corridor 2.1(b) and (c) and the Initial Investor Group, each acting reasonablycorresponding transfer of the Surge BC Shares shall not be considered a condition precedent to Closing and will be effected by Surge after the Closing Date in accordance with Rule 14c-2 of the Exchange Act;
(d) a minimum the representations and warranties of 21,739,130 Subscription Receipts will have been purchased pursuant to each party set out in this Agreement shall be true and correct on and as of the Subscription Receipt Private Placement date of this Agreement;
(e) no order or decree of any domestic or foreign court, tribunal, governmental agency or other regulatory authority or administrative agency, board or commission, and all Escrow Release Conditions no law, regulation, policy, directive or order shall have been satisfied enacted, promulgated, made, issued or waivedapplied to cease trade, enjoin, prohibit or impose material limitations on, the Restructuring or the transactions contemplated thereby;
(f) there shall not exist any prohibition at law against the completion of the Restructuring; and
(eg) all necessary consents this Agreement shall not have been terminated pursuant to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date shall have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1provisions hereof.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, sBetOne and Limitless to complete the Parties to consummate the transactions contemplated herein Business Combination are subject to the satisfaction, on or before the Closing Date, satisfaction of the following conditions precedenton or prior to the Effective Date, any each of which may be waived by only with the mutual consent in writing of such Parties without prejudice to their right to rely on any other of such conditions:sBetOne, Bismark, Limitless and VON Acquisition:
(a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit the completion of the TSX Approval Business Combination, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on sBetOne, Bismark, Limitless or VON Acquisition or materially impede the completion of the Business Combination, shall have been obtained;obtained;
(b) there no temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Business Combination shall have been no action taken under Applicable Lawsissued by any federal, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or
(ii) results in a judgement preventingstate, or assessment of material damages directly provincial court (whether domestic or indirectly relating to, the transactions contemplated herein;foreign) having jurisdiction and remain in effect;
(c) properly executed Unit Subscription Agreementson the Effective Date, together with certified cheques no cease trade order or bank drafts or similar restraining order of any other forms of payment shall have been delivered by the applicable Subscribers as contemplated in Section 2.1 provincial securities administrator relating to the satisfaction VON Acquisition Shares, the shares of Corridor and sBetOne Common Stock, the Initial Investor GroupBismark Shares, each acting reasonably;the Limitless Shares, the A▇▇▇▇▇▇ ▇▇▇▇▇ Shares, the US Subco Shares, or the Amalco Shares shall be in effect;
(d) there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity, before any court or Governmental Authority, agency or tribunal, domestic or foreign, that has a minimum significant likelihood of 21,739,130 Subscription Receipts will have been purchased pursuant success, seeking to restrain or prohibit the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied consummation of the Business Combination or waived; any of the other transactions contemplated by this Agreement; and
(e) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date this Agreement shall not have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (terminated in accordance with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1.its terms.
Appears in 1 contract
Sources: Business Combination Agreement (CurrencyWorks Inc.)
Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated herein hereby, and in particular the completion of the Amalgamation, are subject to the satisfaction, on or before the Closing DateEffective Date or such other time specified, of the following conditions precedent, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions:
(a) The Aqua-Eo Shareholders will have approved the TSX Approval shall have been obtainedAmalgamation, if required, and approved or consented to such other matters as either Aqua-Eo or Tevano, acting reasonably, will consider necessary or desirable in connection with the Amalgamation in the manner required thereby;
(b) there shall The shareholders of Tevano will have approved the Amalgamation, if required, and approved or consented to such other matters as either Tevano or Aqua-Eo, acting reasonably, will consider necessary or desirable in connection with the Amalgamation in the manner required thereby;
(c) All governmental, court, regulatory, stock exchange, third person and other approvals, consents, waivers, orders, exemptions, agreements and all amendments and modifications to agreements, indentures and arrangements which Tevano or Aqua-Eo will consider necessary or desirable in connection with the Amalgamation and not otherwise specifically described in this Agreement will have been obtained in form satisfactory to Tevano and Aqua-Eo, acting reasonably;
(d) There will have been no action taken under any Applicable Laws, nor any statute, rule, regulation Laws or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
government or governmental or regulatory authority which: (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated hereincompletion of the Amalgamation; or
or (ii) results or could reasonably be expected to result in a judgement preventingjudgment, order, decree or assessment of material damages damages, directly or indirectly indirectly, relating toto the Amalgamation which is, the transactions contemplated hereinor could be, materially adverse to Tevano or Aqua-Eo, respectively;
(ce) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms The distribution of payment shall have been delivered by the applicable Subscribers as contemplated in Section 2.1 Tevano Shares pursuant to the satisfaction Amalgamation will be exempt from the prospectus and registration requirements of Corridor and the Initial Investor Group, each acting reasonablyapplicable Canadian securities laws by virtue of applicable exemptions under Applicable Canadian Securities Laws;
(df) a minimum There are reasonable grounds for believing that no creditor of 21,739,130 Subscription Receipts either Aqua-Eo or SubCo will be materially prejudiced by the Amalgamation;
(g) The availability of prospectus exemptions for the Amalgamation under Applicable Canadian Securities Laws and the availability of registration exemptions for the Amalgamation under applicable securities laws of the United States in respect of Tevano Shares to be issued in the United States;
(h) The Effective Date of the Amalgamation shall have been purchased pursuant occurred on or prior to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or waivedOutside Date; and
(ei) all necessary consents to There will not be in force any order or decree restraining or enjoining the Unit Private Placement and Reconstitution of Management required to be obtained as consummation of the Closing Date shall have been obtainedtransactions contemplated by this Agreement and the Amalgamation. The foregoing conditions are for the mutual benefit of the Initial Investor Group, Tevano and SubCo on the one hand, hand and Corridor, Aqua-Eo on the other hand, hand and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) in their sole discretionwaived, in whole or in part, jointly by the Parties at any time and from time to time without prejudice to time. If any other rights which such of the foregoing conditions are not satisfied or waived on or before the Effective Date then a Party may haveterminate this Agreement by written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, subject to Section 7.1directly or indirectly, of such terminating Party’s breach of this Agreement.
Appears in 1 contract
Sources: Amalgamation Agreement
Mutual Conditions Precedent. The respective obligations of the Parties each party hereto to consummate complete the transactions contemplated herein are by this Agreement shall be subject to the satisfaction, on or before the Closing Effective Date, of the following conditions precedentconditions, any none of which may be waived unilaterally by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditionsParty in whole or in part:
(a) the TSX Approval Arrangement, with or without amendment, shall have been obtainedapproved at the Meeting in accordance with the Interim Order;
(b) there the Interim Order and the Final Order shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits obtained in form and substance satisfactory to the transactions contemplated herein; or
(ii) results in a judgement preventing, or assessment of material damages directly or indirectly relating to, the transactions contemplated hereinCompany and Newco;
(c) properly executed Unit Subscription Agreementsthe TSX shall have received notice of the Arrangement in accordance with their rules and policies, together and shall have no objection to the Arrangement as of the Effective Date;
(d) the TSX, or such other recognized stock exchange acceptable to Newco, shall have conditionally approved the listing of the Newco Common Shares issuable under the Arrangement, subject to compliance with certified cheques the requirements of the TSX or bank drafts or such other forms of payment stock exchange;
(e) the transactions contemplated in the Purchase Agreement shall have been delivered completed or deemed to be completed;
(f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement;
(g) all material regulatory requirements shall have been complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances;
(h) none of the consents, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the applicable Subscribers as contemplated in Section 2.1 to the satisfaction of Corridor and the Initial Investor GroupCompany or Newco, each acting reasonably;
(di) a minimum of 21,739,130 Subscription Receipts will dissent rights shall not have been purchased pursuant exercised prior to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied Effective Date by holders of 0.5% or waivedmore of the Common Shares; and
(ej) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date this Agreement shall not have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1terminated under Article 4.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties to consummate complete the transactions contemplated herein Arrangement are subject to the satisfaction, or mutual waiver by the Parties, on or before the Closing Effective Date, of each of the following conditions precedentconditions, any each of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions:
(a) the TSX Approval shall have been obtained;
(b) there shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or
(ii) results in a judgement preventing, or assessment of material damages directly or indirectly relating to, the transactions contemplated herein;
(c) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms of payment shall have been delivered by the applicable Subscribers as contemplated in Section 2.1 to the satisfaction of Corridor and the Initial Investor Group, each acting reasonably;
(d) a minimum of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or waived; and
(e) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date shall have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, Parties and Corridor, on the other hand, and which may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) in their sole discretionwaived, in whole or in part, by the Purchaser and the Company at any time time:
(a) the Arrangement Resolution will have been approved by the Exeter Shareholders at the Exeter 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 necessary conditional approvals or equivalent approvals, as the case may be, of the TSX, the NYSE and the NYSE MKT will have been obtained;
(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; and
(e) the Consideration Shares to be issued pursuant to the Arrangement shall be exempt from time to time without prejudice to any other rights which such Party may have, subject the registration requirements of the U.S. Securities Act pursuant to Section 7.13(a)(10) thereof and pursuant to exemptions from applicable securities laws of any state of the United States, provided, however, that the Company shall be not entitled to the benefit of the conditions in this subsection 7.1(e), and shall be deemed to have waived such condition in the event that the Company fails to advise the Court prior to hearing in respect of the Interim Order that the Purchaser intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement and comply with the requirements set forth in Section 2.10 and the Final Order shall reflect such reliance.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties to consummate complete the transactions contemplated herein by this Agreement are subject to the satisfactionfulfillment, on or before the Closing DateEffective Time, of each of the following conditions precedent, any each of which may only be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditionsthe Parties:
(a) the TSX Approval Arrangement shall have been obtainedapproved at the Vasogen Meeting by not less than the Required Vote and in accordance with any additional conditions which may be imposed by the Interim Order;
(b) there the Merger Agreement shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits received all necessary approvals and the transactions contemplated herein; or
(ii) results in a judgement preventing, thereby have been completed prior to or assessment with effect as of material damages directly or indirectly relating to, immediately following the transactions contemplated hereinEffective Time;
(c) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms of payment the Interim Order and the Final Order shall each have been delivered by obtained in form and on terms reasonably satisfactory to each of the applicable Subscribers as contemplated Parties, and shall not have been set aside or modified in Section 2.1 a manner unacceptable to the satisfaction of Corridor and the Initial Investor Groupsuch parties, each acting reasonably, on appeal or otherwise;
(d) a minimum all requisite domestic and foreign regulatory approvals and consents, including, without limitation, those of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions any stock exchanges, securities regulatory authorities or antitrust authorities, shall have been satisfied obtained on terms and conditions satisfactory to Vasogen, IPC Opco and IPC US, acting reasonably, and all applicable domestic and foreign statutory or waivedregulatory waiting periods, including the waiting period under the United States H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, if applicable to the transactions contemplated under the Arrangement and the Merger, shall have expired or been terminated, and no objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period;
(e) no Governmental Entity shall have enacted, issued, promulgated, applied for (or advised either any Vasogen Company or any IPC Company in writing that it has determined to make such application), enforced or entered any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits, or which would give rise to any right to damages or other remedy as a result of, the consummation of the transactions contemplated by this Agreement or the Merger Agreement or dissolves the Arrangement or the Merger, and no Legal Action in which any of the foregoing is sought shall be pending;
(f) Dissent Rights shall not have been exercised with respect to more than five percent (5%) of the Vasogen Shares, in the aggregate, in connection with the Arrangement;
(g) Appraisal Rights shall not have been exercised with respect to more than threepercent (3%) of the IPC US Shares, in the aggregate, in connection with the Merger; and
(eh) all necessary consents to this Agreement shall not have been terminated in accordance with its terms; and
(i) the Unit Private Placement common shares of the corporation resulting from the combination of the business of Vasogen and Reconstitution IPC as contemplated in the Arrangement and the Merger, the common shares of Management required such corporation to be issued upon the exercise of options and warrants resulting from the existing options and warrants of Vaosgen and IPC US, shall be approved for listing on the TSX Venture Exchange (unless such corporation has obtained as of approval to list on the Closing Date Toronto Stock Exchange) and application shall have been obtained. The foregoing conditions are for the mutual benefit made to have such common shares of the Initial Investor Group, Vasogen quoted on the one hand, Over-The-Counter Bulletin Board pending only delisting of common shares of Vasogen from Nasdaq and Corridor, approval of a market maker in respect of such common shares on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor Over-The-Counter Bulletin Board (with respect unless such corporation has obtained approval to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1retain Vasogen’s quotation on Nasdaq).
Appears in 1 contract
Sources: Arrangement Agreement (Vasogen Inc)
Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to consummate complete the transactions contemplated herein hereunder are subject to the satisfaction, on or before the Closing Date, of the following conditions precedent, any of which may be waived by the mutual consent of such Parties parties without prejudice to their right rights to rely on any other of such conditionsconditions contained herein:
(a) the TSX Approval Amalgamation and this Agreement shall have been obtainedapproved by the directors of SubCo, the Acquiree and the Acquiror, and by Acquiror, in its capacity as sole shareholder of SubCo;
(b) there the Amalgamation and this Agreement shall have been approved either by (a) the required majority of the votes of the Acquiree Shareholders who, being entitled to do so, vote in person or by proxy at the meeting of Acquiree Shareholders in accordance with the provisions of the Act or (b) written resolution signed by all of the Acquiree Shareholders;
(c) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Amalgamation;
(d) all other consents, orders and approvals, including, without limitation, regulatory approvals, required or desirable for the completion of the transactions contemplated herein shall have been obtained or received from the Person, authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to each of the parties hereto, acting reasonably;
(e) upon Closing, all regulatory requirements shall have been or are capable of being satisfied;
(f) no material action or proceeding shall be pending or threatened by any Person, governmental authority, regulatory body or agency and there shall be no action taken under Applicable Lawsany existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entitycourt, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any other transactions contemplated herein; or
(ii) results in a judgement preventing, judgment or assessment of material damages directly or indirectly relating to, to the transactions contemplated herein.
(g) delivery of a copy of the Acquiror’s Financial Statements to Acquiree, once they have been approved by the board of directors of Acquiror;
(ch) properly executed Unit Subscription Agreementsdelivery of a copy of the Acquiree’s Financial Statements to Acquiror, together with certified cheques or bank drafts or other forms of payment shall once they have been delivered approved by the applicable Subscribers as contemplated in Section 2.1 to the satisfaction board of Corridor and the Initial Investor Group, each acting reasonablydirectors of Acquiree;
(di) a minimum delivery of 21,739,130 Subscription Receipts will have been purchased pursuant consulting agreements with the Management Members, in form and substance reasonably acceptable to Acquiror and the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or waived; and
Acquiree, acting reasonably (ethe “Consulting Agreements”) all necessary consents to providing for the Unit Private Placement and Reconstitution issuance of Management required to be obtained as an aggregate of 1,200,000 restricted share units of the Closing Date Acquiror which 50% shall have been obtainedvest on closing and 50% shall vest quarterly over three years and which shall be provided to four Management Members, with 500,000 restricted shares units provided to one individual, 500,000 restricted shares units provided to another individual, and 200,000 restricted share units provided to another individual, as set forth in the Consulting Agreements and in connection with these three individuals continuing as consultants of Acquiror following Closing. Such RSU’s shall fully vest if the Consulting Agreements are terminated for any reason. The foregoing conditions are for the mutual benefit of the Initial Investor Group, Acquiree on the one hand, hand and Corridor, Acquiror on the other hand, hand and may be asserted by either of the Initial Investor Group or Corridor Acquiree and by Acquiror regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) Acquiree and Acquiror in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party Acquiree or Acquiror may have. If any of such conditions shall not be complied with or waived as aforesaid on or before the Effective Date or, if earlier, the date required for the performance thereof, then, subject to Section 7.1section 6.4 hereof, a party hereto may rescind and terminate this Agreement by written notice to the other of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a material breach of this Agreement by such rescinding party hereto.
Appears in 1 contract
Sources: Amalgamation Agreement (Lucy Scientific Discovery, Inc.)
Mutual Conditions Precedent. The respective obligations of the Parties to consummate complete the transactions contemplated herein by this Agreement are subject to the satisfactionfulfillment, on or before the Closing DateEffective Time, of each of the following conditions precedent, any each of which may only be waived by with the mutual consent of such Parties without prejudice to their right to rely on any other of such conditionsthe Parties:
(a) the TSX Approval Arrangement Resolution shall have been approved and adopted by the ECU Shareholders and by the ECU Securityholders at the ECU Meeting in accordance with the Interim Order and applicable Law;
(b) the approval by Golden Stockholders of the Golden Meeting Resolution shall have been obtained at the Golden Meeting in accordance with applicable Law;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and satisfactory to the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to ECU and Golden, acting reasonably, on appeal or otherwise;
(d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Golden or ECU which shall prevent the consummation of the Arrangement;
(e) no action, suit or proceeding shall have been taken under any applicable Law or by any Governmental Entity, and no Law, policy, decision or directive (having the force of Law) shall have been enacted, promulgated, amended or applied, in each case (i) that makes consummation of the Arrangement illegal, (ii) to enjoin or prohibit the Plan of Arrangement or the transactions contemplated by this Agreement, (iii) which would render this Agreement unenforceable in any way or frustrate the purpose and intent hereof, (iv) resulting in any judgment or assessment of damages, direct or indirect, which in the aggregate has had or could be reasonably expected to have an ECU Material Adverse Effect or a Golden Material Adverse Effect, (v) if the Arrangement were consummated, could reasonably be expected to cause an ECU Material Adverse Effect or a Golden Material Adverse Effect, or (vi) seeks to prohibit or limit the ownership or operation by any Party or any of its affiliates of any material portion of its business or assets or to compel any Party or any of its affiliates to dispose of or hold separate any material portion of its business or assets as a result of the Arrangement;
(f) the Golden Stock, Golden Replacement Options and Golden Replacement Warrants to be issued in the United States pursuant to the Plan of Arrangement shall be exempt from the registration requirements under the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption or have been registered under the U.S. Securities Act;
(g) neither party shall have materially breached any of the terms or conditions of the Subscription Agreement and the Private Placement shall have been completed by no later than the date that is five (5) Business Days prior to the ECU Meeting Record Date;
(h) the Key Regulatory Approvals shall have been obtained;
(bi) there the Key Third Party Consents shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or
(ii) results in a judgement preventing, or assessment of material damages directly or indirectly relating to, the transactions contemplated herein;
(c) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms of payment shall have been delivered by the applicable Subscribers as contemplated in Section 2.1 to the satisfaction of Corridor and the Initial Investor Group, each acting reasonably;
(d) a minimum of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or waivedobtained; and
(ej) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date this Agreement shall not have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (terminated in accordance with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1its terms.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of AcquisitionCo, Big Rock and the Parties Trust to consummate complete the transactions contemplated herein are by this Agreement shall be subject to the fulfilment or satisfaction, on or before the Closing Effective Date, of each of the following conditions precedentconditions, any of which may be waived collectively by the mutual consent of such Parties them without prejudice to their right to rely on any other of such conditionscondition:
(a) the TSX Approval Arrangement Resolution shall have been obtainedapproved at the Meeting by not less than 66 2/3% of the votes by the Shareholders and Optionholders, voting separately as a class, in accordance with the provisions of the Interim Order and any applicable regulatory requirements;
(b) the Final Order shall have been granted in form and substance satisfactory to AcquisitionCo, Big Rock and the Trust acting reasonably not later than January 31, 2003 or such later date as the parties may agree;
c) the Articles of Arrangement and all necessary related documents filed with the Registrar in accordance with the Arrangement shall be in form and substance satisfactory to each of AcquisitionCo, Big Rock and the Trust, acting reasonably and shall have been accepted for filing by the Registrar together with the Final Order in accordance with subsection 193(9) of the ABCA;
d) there shall have been be no action taken under Applicable Lawsany existing applicable law or regulation, nor any statute, rule, regulation or order order, which is enacted, enforced, promulgated or issued by any Governmental Entitycourt, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, or there shall not be in force any order or decree of any such entity that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated herein; or;
(ii) results in a judgement preventing, any judgment or assessment of material damages directly or indirectly relating to, to the transactions contemplated herein; or
(iii) imposes or confirms material limitations on the ability of the Trust effectively to exercise full rights of ownership of the securities of Amalco, including, without limitation, the right to vote any such securities;
(ce) properly executed Unit Subscription Agreementsthere will have been no material change with respect to the income tax laws or policies of Canada which would have a material adverse effect on the proposed reorganization of Big Rock as contemplated by the Arrangement;
f) arrangements satisfactory to Big Rock, together with certified cheques or bank drafts or other forms of payment AcquisitionCo and the Trust shall have been delivered by the applicable Subscribers as contemplated in Section 2.1 made to ensure that all outstanding Options shall have been surrendered, exercised, exchanged or terminated;
g) all necessary third party and regulatory consents, approvals and authorizations with respect to the satisfaction of Corridor transactions contemplated hereby shall have been completed or obtained including, without limitation, consents and approvals from the Initial Investor Group, each acting reasonablyBig Rock’s principal lenders;
(dh) a minimum there shall not, as of 21,739,130 Subscription Receipts will the Effective Date, be Securityholders that hold in excess of 5% of all Common Shares and Options that have been purchased validly exercised their rights of dissent under the Interim Order; and
i) the approval of the TSX to the conditional substitutional listing of the Trust Units to be issued pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or waived; and
(e) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be obtained as of the Closing Date Arrangement shall have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject only to Section 7.1the filing of required documents.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties to consummate complete the transactions contemplated herein are Transaction shall be subject to the satisfaction, on or before the Closing Date, of the following conditions precedent, any each of which may only be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditionsthe Parties:
(a) there shall not be in force any order or decree restraining or enjoining the TSX Approval consummation of the transactions contemplated by this Agreement and there shall be no proceeding, 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 any required regulatory approvals which have been obtained;
(b) there this Agreement shall not have been terminated pursuant to Section 8.1;
(c) the Vendor shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits received all required approvals of the transactions contemplated herein; or
(ii) results in a judgement preventing, or assessment of material damages directly or indirectly relating to, TSXV and the Vendor Shareholder Approval to the transactions contemplated herein;
(cd) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms the Purchaser shall have received all required approvals of payment the TSX and the NYSE to the transactions contemplated herein;
(e) the Purchaser Shares to be issued by the Purchaser pursuant to Section 2.2(b) shall have been delivered by authorized for listing on the applicable Subscribers as contemplated in Section 2.1 to the satisfaction of Corridor TSX and the Initial Investor GroupNYSE, each acting reasonably;
(d) a minimum subject to official notice of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or waivedissuance; and
(ef) all necessary consents to other consents, waivers, permits, orders and approvals of any Governmental Entity, and the Unit Private Placement and Reconstitution expiry of Management any waiting periods, in connection with, or required to be obtained as permit the consummation of the Closing Date Transaction herein shall have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1.
Appears in 1 contract
Sources: Asset Purchase Agreement
Mutual Conditions Precedent. The respective obligations of the Baytex Parties to consummate complete the transactions contemplated herein are by this Agreement shall be subject to the fulfilment or satisfaction, on or before the Closing DateEffective Date or such other time specified, of each of the following conditions precedentconditions, any of which may be waived collectively by the mutual consent of such Parties them without prejudice to their right to rely on any other of such conditionscondition:
(a) the TSX Approval Interim Order shall have been obtainedgranted in form and substance satisfactory to the Baytex Parties, acting reasonably, not later than October 29, 2010 or such later date as the parties hereto may agree and shall not have been set aside or modified in a manner unacceptable to such parties on appeal or otherwise;
(b) there the Arrangement Resolution shall have been approved by the requisite number of votes cast by the Unitholders at the Meeting in accordance with the Trust Indenture, the Interim Order and any applicable regulatory requirements;
(c) the Final Order shall have been granted in form and substance satisfactory to the Baytex Parties, acting reasonably, not later than December 31, 2010 or such later date as the parties hereto may agree;
(d) the Articles of Arrangement and all necessary related documents, in form and substance satisfactory to the Baytex Parties, acting reasonably, shall have been accepted for filing by the Registrar together with the Final Order in accordance with subsection 193(9) of the ABCA;
(e) no material action or proceeding shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency and there shall be no action taken under Applicable Lawsany existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entitycourt, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated herein; or
(ii) results in a judgement preventing, judgment or assessment of material damages directly or indirectly relating to, to the transactions contemplated herein;
(cf) properly executed Unit Subscription Agreementsall necessary material third party and regulatory consents, together approvals and authorizations with certified cheques or bank drafts or other forms of payment respect to the transactions contemplated hereby shall have been delivered by the applicable Subscribers as contemplated in Section 2.1 to the satisfaction of Corridor and the Initial Investor Group, each acting reasonablycompleted or obtained;
(dg) a minimum the TSX shall have conditionally approved the listing of 21,739,130 Subscription Receipts will have been purchased the New Baytex Shares to be issued or made issuable pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions Arrangement, subject only to the filing of required documents which cannot be filed prior to the Effective Date;
(h) the NYSE shall have been satisfied approved the listing of the New Baytex Shares to be issued or waivedissuable pursuant to the Arrangement; and
(ei) all necessary consents each of the covenants, acts and undertakings of each of the Baytex Parties to be performed or complied with on or before the Effective Date pursuant to the Unit Private Placement and Reconstitution terms of Management required to this Agreement shall be obtained as of the Closing Date shall have been obtained. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted by either of the Initial Investor Group duly performed or Corridor regardless of the circumstances and may be waived by the Initial Investor Group or Corridor (with respect to itself) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have, subject to Section 7.1complied with.
Appears in 1 contract