Completion is Clause Samples

Completion is conditional upon the fulfilment of each of the conditions as follows (the “Conditions”): (a) the Office of Fair Trading deciding in terms satisfactory to the Buyer (acting reasonably) that the Acquisition will not be referred to the Competition Commission pursuant to section 33 of the Enterprise Act and either the expiry of the time limit within which an application may be made to the Competition Appeal Tribunal for the setting aside of such a decision without such an application having been made; or if such an application is made, the dismissal of such application by the Competition Appeal Tribunal; (b) in the event that the Secretary of State issues an intervention notice to the Office of Fair Trading under section 42 of the Enterprise Act, (i) the Office of Fair Trading deciding in terms satisfactory to the Buyer (acting reasonably) that the Secretary of State does not intend to refer the Acquisition to the Competition Commission on public interest grounds and (ii) either (x) the expiry of the time limit within which an application may be made to the Competition Appeal Tribunal for the setting aside of such a decision without such an application having been made; or (y) if such an application is made, the dismissal of such application by the Competition Appeal Tribunal; (c) in the event that the Secretary of State serves an intervention notice to the Office of Fair Trading under section 67 of the Enterprise Act, the Office of Fair Trading (i) deciding in terms satisfactory to the Buyer (acting reasonably) that the Secretary of State does not intend to refer the Acquisition to the Competition Commission and (ii) either (x) the expiry of the time limit within which an application may be made to the Competition Appeal Tribunal for the setting aside of such a decision without such an application having been made; or (y) if such an application is made, the dismissal of such application by the Competition Appeal Tribunal; (d) in the event that the Office of Fair Trading decides to refer the Acquisition to the Competition Commission pursuant to sections 33, 42 or 67 of the Enterprise Act, the Competition Commission deciding to clear the Acquisition in terms satisfactory to the Buyer (acting reasonably), and either the expiry of the time limit within which an application may be made to the Competition Appeal Tribunal for the setting aside of such a decision without such an application having been made; or if such an application is made, the dismissal of such ap...

Completion is conditional upon the satisfaction or waiver (if made in accordance with the provisions hereof) of the following condition(s) precedent before the Long Stop Date: (a) all necessary approvals from the Competition Authority (either as the result of an explicit approval or the expiry of any stand still periods without any objection from the Competition Authority). An approval shall not be considered to have been granted if such approval is subject to any conditions, unless all Parties accept the conditions in such approval; (b) there being no injunction, judgment, court order, pending legal proceedings or ongoing investigations or, after the date of this Agreement, new regulations or laws prohibiting Completion; (c) since the last Interim Accounts Date prior to signing of this Agreement, there shall not have been any Material Adverse Change. In assessing whether a Material Adverse Change has occurred, Consequential Losses, to the extent that they can reasonably be expected to be realised by the Group, shall be taken into consideration.

Completion is conditional upon the fulfilment of each of the Conditions as follows: (a) completion of the Share Sale and Purchase Agreement pursuant to its terms; (b) the occurrence of any of the following events: (i) the Commissioner of Competition (the "COMMISSIONER") appointed under the Competition Act (Canada) issuing an advance ruling certificate pursuant to Section 102 of the Competition Act (Canada) with respect to the proposed acquisition of the Shares by the Buyer; or (ii) the Commissioner or her authorised representative pursuant to Section 113(c) of the Competition Act waiving the obligation of the parties to notify her and supply information to her and issuing a no action letter in a form satisfactory to the Buyer and the Sellers acting reasonably; or (iii) the applicable waiting period under Section 123 of the Competition Act (Canada) expiring and the Commissioner issuing a no action letter in a form satisfactory to the Buyer and the Sellers acting reasonably; (c) there not having occurred any change, event or occurrence which has had or could reasonably be expected to have a Material Adverse Effect, provided that such change, event or occurrence is not caused by general economic conditions or by facts or circumstances generally applicable to downstream aluminium businesses unless such conditions, facts or circumstances are shown by the Buyer to affect the Business to a materially greater extent than they affect other downstream aluminium businesses. For the purposes of this clause 3.1(c), "MATERIAL ADVERSE EFFECT" means a material adverse effect on the assets, liabilities or financial position of the Business taken as a whole, being either: (i) a likely reduction in the EBITDA of the Group as for the 12 month period immediately following the date that all Conditions have been satisfied (other than the Condition set out in this clause 3.1(c)), as compared to EBITDA of the Group as set out in the Budget for the same 12 month period, of (euro)5,000,000 or more; or (ii) a one-off cost or liability affecting the Business which is greater than (euro)9,160,000; and

Completion is conditional upon the ThermoQuest Agreement being entered into and becoming, in accordance with its terms, unconditional in all respects (other than in respect of any condition relating to the Completion of this Agreement) and in the event that the foregoing condition shall not have been satisfied on or before 29 February 2000 this Agreement shall lapse and no party shall make any claim against any other in respect hereof, save for any antecedent breach.

Completion is conditional upon the fulfilment of each of the Conditions as follows: (a) completion of the Alcatel Agreement and each of the Alcatel Transaction Documents having occurred without the waiver by Seller's Guarantor of (i) any breach or failure to perform or comply with any agreements and covenants required by the Alcatel Agreement to be performed or complied with by any party thereto, other than the Seller's Guarantor or (ii) any condition precedent for the benefit of Seller's Guarantor, which in each case, relates to MSB provided however that Seller's Guarantor shall be entitled to grant any such waiver with respect to the MSB with the prior written consent of Buyer; (b) the Company executing the Deed of Adherence under which it will become a party to this Agreement; (c) all of the Seller's and the Buyer's representations and warranties in this agreement (considered collectively), and each of these representations and warranties (considered individually) must have been true, accurate in all material respects and not materially misleading, in each case, as of the date of this agreement and the Completion Date as if made on such date; (d) the Seller, the Seller's Guarantor, the Buyer and the Buyer's Guarantor shall have performed and complied with in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it prior to or at Completion; (e) all notifications and consultations required under any applicable Legal Requirement shall have been made in all material respects and all Consents (if any), (including, without limitation any consent under the HSR Act) materially required to operate the MSB shall have been obtained; (f) the delivery by the Belgian Tax Authority to the Seller of a valid certificate with regard to the Company as meant in article 442 bis of the Belgian Income Tax Code 1992; (g) the performance of an orientating soil survey ("orienterend bodemonderzoek") as defined in the Flemish Soil Decontamination Decree of 22 February 1995 ("het Vlaams decreed van 22 februari 1995 betreffende de bodemsanering")(the "Decree") and any subsequent descriptive soil survey ("beschrijvend bodemonderzoek") or other actions that may be required under the Decree in respect of the transfer to Buyer or Buyer's Designee of the Property located at 9700 Oudenaarde, Westerring 15, Belgium; (h) the obtaining of a▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ("▇▇▇emattesten") as defined in the Decree in respect of the transfer of the P...

Completion is conditional upon:- (A) The passing at a duly convened and held general meeting of the Purchaser of a resolution to approve the acquisition of the Shares and other arrangements on the terms of this Agreement (B) The issue and allotment to the Vendor of the Consideration Shares and in the event that the above conditions shall not have been satisfied on or before the 30th day of May 2003 this Agreement shall lapse and no party shall make any claim against the other in respect thereof save for any antecedent breach

Completion is conditional upon the satisfaction or fulfilment (or waiver in writing or deemed waiver by the Investors' Agent) of the conditions set out in Schedule 5 on or prior to the Completion Date and the same continuing to be fulfilled or satisfied at Completion.

Completion is conditional upon the fulfilment of each of the Conditions as follows: (a) The Buyer’s obligation to complete this transaction is conditional upon the fulfilment (or waiver by the Buyer) of each of the following Conditions: (i) The Seller shall have obtained and provided to the Buyer written evidence reasonably satisfactory to the Buyer that Occidental Oman Gas Company LLC, Occidental Mukhaizna LLC and Occidental of Oman Inc., each consent to the change of control contemplated by this agreement in respect of Project No. 03832 with particular reference to Blocks 62, 9, 27 and 53; (ii) The Seller shall have obtained and provided to the Buyer written evidence reasonably satisfactory to the Buyer that Occidental Mukhaizna LLC consents to the change of control contemplated by this agreement in respect of Project No. 03836 with particular reference to contract MUK-CA-2011-JS-010; (iii) The Seller shall have obtained and provided to the Buyer written evidence reasonably satisfactory to the Buyer that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ and the Company have been registered in the commercial register of TOCO in place of Hani Bin Juman Bin ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, Issa Bin Juman Bin ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ Bin ▇▇▇▇▇ Bin ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ Bin ▇▇▇▇▇ Bin ▇▇▇▇▇▇ Al ▇▇▇▇▇, ▇▇▇▇▇▇ Bin ▇▇▇▇▇ Bin ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, Mishari Bin Juman Bin ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Somali (collectively, the “Rajab Holders”) such that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ holds 30 per cent of the shares in TOCO and the Company holds 70 per cent of the shares in TOCO; (iv) The Seller shall have obtained and provided to the Buyer unanimous resolutions of the shareholders of TOCO (i) waiving their pre-emption rights in respect of the transfer of shares from the Rajab Holders to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, (ii) approving the registration of the transfer of the shares from the Rajab Holders to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ subject only to the receipt of the Share Consideration, (iii) approving the amendments under the Amendment Deed to the Constitutive Contract, subject only to the registration of the share transfer at the Oman Ministry of Commerce and Industry (the “MOCI”), (iv) entering into any document or agreement or executing any form necessary to effect the transfer and registration of the shares, and (v) nominating an authorised signatory(ies) to execute all documents required to effect the transfer of the shares; (v) The Seller shall have obtained and provided to the Buyer unanimous shareholder resolutions of TOCO wa...