Closing and Conditions Sample Clauses
The "Closing and Conditions" clause defines the requirements and procedures that must be satisfied before the finalization of a transaction, such as a sale or merger. It typically outlines specific conditions precedent, like regulatory approvals, delivery of documents, or fulfillment of contractual obligations, that both parties must meet before the closing date. This clause ensures that all necessary steps are completed and risks are addressed prior to the transaction becoming legally binding, thereby protecting both parties and facilitating a smooth closing process.
Closing and Conditions. 6.1 The closing of the purchase by the Standby Purchaser and sale by Lorus of the Standby Units to be purchased by the Standby Purchaser hereunder will be completed at the Toronto offices of M▇▇▇▇▇▇▇ T▇▇▇▇▇▇▇ LLP at 8:00 a.m. (Toronto time) (the “Closing Time”) on the Closing Date or at such other time and/or on such other date and/or at such other place as Lorus and the Standby Purchaser may agree upon in writing. On such date, and upon payment being made by the Standby Purchaser in accordance with Section 2.5 and Section 2.9, definitive certificates representing the number of Shares and Warrants that is equal to the number of Standby Units to be purchased by the Standby Purchaser hereunder will be delivered to the Standby Purchaser by Lorus, such certificate to be registered in the name of the Standby Purchaser or one or more designees of the Standby Purchaser, as applicable.
6.2 The obligation of the Standby Purchaser to complete the closing of the transactions set out in this Agreement is subject to the following conditions being satisfied in full:
(a) There will not be any claims, litigation, investigations or proceedings, including (without limitation) appeals and applications for review, in progress, or to the knowledge of Lorus, pending, commenced or threatened, by any Person that have a reasonable likelihood of success in the judgment of the Standby Purchaser or by any Governmental Entity, in respect of the Rights Offering that are material to Lorus on a consolidated basis;
(b) Lorus will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other Governmental Entities required in connection with the Rights Offering and the purchase of Standby Units by the Standby Purchaser as contemplated by this Agreement;
(c) The TSX shall have approved the listing of the Rights and the Shares issuable upon exercise of the Rights and Underlying Shares issuable upon exercise of the Warrants, subject to the filing of customary documents with the TSX;
(d) The Rights Offering will have been conducted in accordance with applicable Laws, including Securities Laws; and
(e) The Standby Purchaser and any Substituted Standby Purchaser will have received at the Closing Time a certificate dated the Closing Date, addressed to the Standby Purchaser and any Substituted Purchaser and signed by the Chief Executive Officer and the Acting Chief Financial Officer of Lorus, certifying for and o...
Closing and Conditions. 14.1 The Closing of the transactions provided for in Section 2 shall take place at a place to be agreed by the parties on or before December 31, 1995 (the "Closing"). At the Closing, the parties shall execute and deliver such documents and instruments, together with the cash required by Section 2.2, as required to effect the intents and purposes of this Agreement.
14.2 The obligations of the parties hereunder and under the Additional Agreements are subject to the fulfillment, prior to or at Closing, of the following conditions:
(a) The representations of the parties in this Agreement shall be true and correct;
(b) JCCP shall have obtained all authorizations, consents, waivers and approvals from the government of China and any agencies thereof as may be necessary to form SNW, to enable SNW to conduct its business as contemplated herein and to allow SNW and JCCP to satisfy their obligations in this Agreement and the Additional Agreements; and
(c) ▇▇▇▇▇▇▇▇ shall have obtained all licenses required from the government of the United States to allow it to satisfy its obligations in this Agreement and the Additional Agreements.
(d) ▇▇▇▇▇▇▇▇'▇ Board of Directors shall have approved the terms of this Agreement and the Additional Agreements.
Closing and Conditions. 25 Section 9.1 Escrow Instructions.............................................................................25 Section 9.2 Closing................................................................................................25 Section 9.3 Seller's Closing Documents and Other Items........................................25 Section 9.4 Buyer's Closing Documents and Other Items........................................26 Section 9.5 Condition to Closing............................................................................27 Section 9.6 Prorations and Closing Costs...............................................................28 Section 9.7 Brokers................................................................................................30 Section 9.8 Expenses.............................................................................................31 ARTICLE 10 MISCELLANEOUS.........................................................................................31 Section 10.1 Amendment and Modification.............................................................31 Section 10.2 Risk of Loss/Condemnation and Insurance Proceeds/ Condemnation Awards......31 Section 10.3 Notices................................................................................................32 Section 10.4 Assignment.........................................................................................33 Section 10.5 Governing Law and Consent to Jurisdiction.........................................33 Section 10.6 Counterparts........................................................................................34 Section 10.7 Entire Agreement.................................................................................34 Section 10.8 Severability; Survival..........................................................................34 Section 10.9 Attorney Fees......................................................................................34 Section 10.10 Payment of Fees and Expenses.............................................................34 Section 10.11 Confidential Information.....................................................................34 Section 10.12 Performance Due On Day Other Than Business Day............................35 Section 10.13 No Joint Venture..................................................................................35 Section 10.14 No Memorandum................................................................................
Closing and Conditions. PRECEDENT TO ADVANCES 9 4.01 Resolutions, Opinions, and Other Documents 9 4.02 Additional Preconditions to Loans 10 4.03 Absence of Certain Events 11 4.04 Compliance with this Agreement 11 4.05 Closing Certificate 11 4.06 Closing 11 4.07 Non-Waiver of Rights 11 ARTICLE 5. REPRESENTATIONS AND WARRANTIES 12 5.01 Organization and Validity 12 5.02 Places of Business 12 5.03 Healthcare Matters 12 5.04 Pending Litigation 15
Closing and Conditions. The closing of the transactions contemplated in this Agreement (the “Closing”) shall occur on the Effective Date.
Closing and Conditions. Except as otherwise provided for in this Agreement or as may be agreed between CDB and Standby Purchaser, the closing of the purchase (or only the issuance of the Right Shares if paid for by the Standby Purchase prior to the Closing Date as contemplated in this Agreement) by the Standby Purchaser and sale by CDB of the Rights Shares to be purchased by the Standby Purchaser hereunder (the “Closing”) will be completed remotely at 5:00 p.m. (Vancouver time) (the “Closing Time”), on the same day as closing occurs under the Basic Subscription Privilege and the Additional Subscription Privilege which shall be no later than the 4th Business Day following the Expiry Time on the Expiry Date (the “Closing Date”) or at such other time and/or on such other date and/or at such other place as CDB and the Standby Purchaser may agree upon. On such date or such other date as may be agreed between CDB and Standby Purchaser, and upon payment being made by the Standby Purchaser in accordance with Section 2.6 (but subject to Section 2.5), definitive certificates or advice statements representing the number of Common Shares that is equal to the number of Rights Shares to be purchased by the Standby Purchaser hereunder will be delivered to the Standby Purchaser by CDB, such Common Shares to be registered in the name of the Standby Purchaser or one or more designees of the Standby Purchaser, as applicable.
Closing and Conditions. The Investor must deliver or fax to the offices or fax number of the Issuer (both on page 1) on or before the Cut-off Time, this Subscription Agreement duly completed and executed in accordance with the instructions on the face page of this Subscription Agreement together with evidence the subscription funds have been wired or delivered to the Issuer’s attornies who will hold these funds pending Closing and return them if Closing has not happened by the Termination Date. On request by the Issuer, the Investor agrees to complete and deliver any other information as may reasonably be required by the Exchanges or under Applicable Securities Laws to complete the purchase and sale contemplated by this Subscription Agreement.
Closing and Conditions. 5.1 The Investor must deliver or fax to the offices or fax number of either counsel for the Corporation or the Corporation (as set forth on the front page of this Subscription Agreement), on or before the Closing Date, this Subscription Agreement duly completed and executed in accordance with the instructions on the face page of this Subscription Agreement together with evidence the subscription funds have been either delivered to either counsel for the Corporation or the Corporation or wired to counsel for the Corporation (each as set forth on the front pages of this Subscription Agreement). On request by the Corporation, the Investor agrees to complete and deliver any other information as may reasonably be required by the Exchange or under Applicable Securities Laws to complete the purchase and sale contemplated by this Subscription Agreement.
5.2 Delivery against payment for the Units will be completed by the Corporation at its offices on the Closing Date provided that all conditions to Closing have been met. On the Closing certificates representing the Shares and Warrants will be delivered to the Investor as the Investor shall instruct.
5.3 The completion of the sale of Units contemplated by this Subscription Agreement is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the mutual benefit of the Corporation and Investor and may be waived, in whole or in part, by each of the Corporation or Investor in its sole discretion:
(a) Regulatory Acceptance being obtained;
(b) Closing of the IKEA Financing;
(c) Extension of the maturity date of CAD$595,000 and US$50,000 plus interest of bridge financing from certain directors of the Company as contemplated by Section 8.1(h) of this Subscription Agreement.
Closing and Conditions. 21 Section 9.1 Escrow Instructions..................................................................21 Section 9.2 Closing..............................................................................21 Section 9.3 Seller's Closing Documents and Other Items...........................................22 Section 9.4 Buyer's Closing Documents and Other Items............................................23 Section 9.5 Prorations and Closing Costs.........................................................24 Section 9.6 Broker...............................................................................25 Section 9.7 Expenses.............................................................................26 ARTICLE 10 - MISCELLANEOUS...............................................................................26
Closing and Conditions. PRECEDENT TO ADVANCES 27 4.1. Resolutions, Opinions, and Other Documents 27 4.2. Reserved 28 4.3. Absence of Certain Events 28 4.4. Warranties and Representations at Closing 28 4.5. Compliance with this Agreement 28 4.6. Officers’ Certificate 28 4.7. Closing 28