Conditions of Closing Clause Samples
The "Conditions of Closing" clause defines the specific requirements and actions that must be satisfied or completed before a transaction, such as a sale or merger, can be finalized. These conditions may include obtaining regulatory approvals, securing financing, delivering necessary documents, or ensuring that all representations and warranties remain true up to the closing date. By clearly outlining these prerequisites, the clause helps ensure that both parties are protected and that the transaction only proceeds when all agreed-upon standards are met, thereby reducing the risk of disputes or incomplete deals.
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Conditions of Closing. The obligation of the Underwriters to purchase the Initial Shares at the Closing Time on the Closing Date and to purchase any Additional Shares at the Closing Time on an Option Closing Date shall be subject to the following:
(a) the Underwriters will receive at the Closing Time a legal opinion addressed to the Underwriters and their counsel dated and delivered on the Closing Date from the Company’s Canadian counsel, Torys LLP, and from local counsel (only in respect of matters governed by laws of the Qualifying Jurisdictions where the Company’s Canadian counsel is not qualified to practice), in each case in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Underwriters’ counsel:
(i) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as being in default of Applicable Securities Laws in any of the Qualifying Jurisdictions which maintain such a list;
(ii) the Company is a corporation duly incorporated and validly existing under the federal laws of Canada, and has all requisite corporate power, capacity and authority to carry on its business as now conducted and to own, lease and operate its property and assets as described in the Prospectus;
(iii) as to the authorized, and issued and outstanding, capital of the Company;
(iv) the rights, privileges, restrictions and conditions attaching to the Offered Shares are accurately summarized in all material respects in the Prospectus;
(v) the Initial Shares have been duly and validly authorized and issued and are outstanding as fully paid and non-assessable Common Shares;
(vi) the Additional Shares issuable upon the exercise of the Over-Allotment Option have been duly and validly allotted and reserved for issuance by the Company and, upon the valid exercise of the Over-Allotment Option and receipt by the Company of payment in full therefor, the Additional Shares will be duly and validly authorized and issued and will be outstanding as fully paid and non-assessable Common Shares;
(vii) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and to perform its obligations under this Agreement; (ii) to offer, issue, sell and deliver the Initial Shares; and (iii) to offer, issue, sell and deliver the Ad...
Conditions of Closing. The Underwriters' obligation to purchase the Offered Securities pursuant to this Agreement shall be subject to the following conditions:
(1) The Underwriters receiving at the Time of Closing, favourable legal opinions from ▇▇▇▇▇▇▇▇ LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below:
(a) the Corporation is a corporation validly incorporated and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets;
(b) the Corporation has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, and grant the Over-Allotment Option;
(c) the authorized and issued capital of the Corporation;
(d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law;
(e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment ...
Conditions of Closing. The obligations of the Agents under this Agreement shall be conditional upon the satisfaction or waiver of each of the following conditions prior to the Closing, it being understood that the Agents may waive, in whole or in part, or extend the time for compliance with, any of such conditions without prejudice to the rights of the Agents in respect of any such conditions or any other or subsequent breach or non-compliance, provided that to be binding, any such waiver or extension must be in writing:
(1) the Agents receiving a legal opinion from ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Agents as to the qualification of the Offered Shares for sale to the public in Canada and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), in form and substance acceptable to the Agents and their counsel, acting reasonably, substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations:
(a) the Corporation is incorporated and exists under the Canada Business Corporations Act and has all requisite corporate power and capacity to carry on its business as currently conducted and to own and lease properties and assets;
(b) as to the authorized and issued capital of the Corporation, prior to the issue of the Offered Shares;
(c) the Corporation has all necessary corporate power, capacity and authority to (i) execute, deliver and perform its obligations under this Agreement, the Subscription Agreements and the Agents’ Warrant Certificates, as applicable, (ii) create, issue and sell the Offered Shares, and (iii) issue the Corporate Finance Shares and the Agents’ Warrants;
(d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Subscription Agreements and the Agents’ Warrant Certificates, as applicable, and the performance of its obligations thereunder, each of this Agreement the Subscription Agreements and the Agents’ Warrant Certificates have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corpo...
Conditions of Closing. The obligations of the Fund to sell the Units to the Subscriber is subject to the following conditions being fulfilled or performed on or before the time of issuance of Units, which conditions are for the exclusive benefit of the Fund and the Manager and may be waived, in whole or in part, by the Manager in its sole discretion:
(a) the Subscriber delivering or causing to be delivered to the Manager the following:
(i) a fully completed and duly executed copy of this Subscription Agreement, including all relevant schedules and all other documentation contemplated by this Subscription Agreement; and
(ii) the subscription price for the Units by way of a certified cheque, wire transfer or bank draft or such other method of payment acceptable to the Manager.
(b) the Manager accepting the Subscriber’s subscription for the Units in whole or in part, which acceptance shall be in the Manager’s sole discretion, acting reasonably;
(c) the offer, sale and issuance of the Units being exempt from the prospectus and registration requirements of Applicable Securities Laws. As used in this Subscription Agreement, “Applicable Securities Laws” means any and all securities laws including, statutes, rules, regulations, by-laws, policies, guidelines, orders, decisions, rulings and awards, applicable in the jurisdictions in which the Units will be offered, sold and issued;
Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:
A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent.
B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.
C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provi...
Conditions of Closing. The obligation of any Purchaser to purchase and pay for any Notes is subject to the satisfaction, on or before the Closing Day for such Notes, of the following conditions:
Conditions of Closing. The Purchaser acknowledges that the Company’s obligation to sell the Subscription Receipts to the Purchaser is subject to, among other things, the following conditions:
(a) the Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent executing and returning to the Company all documents required by applicable Securities Laws for delivery on behalf of the Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent including, without limitation, all applicable Schedules attached hereto, by no later than 12:00 p.m. (Toronto time) on June 27, 2006;
(b) the fulfilment at or before the Closing Time of each of the conditions of the Closing set out in the Underwriting Agreement except those conditions that are waived by the Underwriters;
(c) the Company having obtained all required regulatory approvals to permit the completion of the transactions contemplated hereby;
(d) the issue, sale and delivery of the Purchaser’s Securities being exempt from the requirements to file a prospectus or deliver an offering memorandum (as defined in applicable Securities Laws, including Ontario Securities Commission Rule 14-501) or any similar document under applicable Securities Laws and other applicable securities laws relating to the sale of the Purchaser’s Securities, or the Company having received such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum or any similar document; and
(e) the representations and warranties set out herein, including in the Schedules attached hereto, of the Purchaser being true and correct as at the Closing Time. The Purchaser and each beneficial purchaser, if any, for whom it is acting as trustee or agent, acknowledges and agrees that the Company will be required to provide to the Securities Commissions and to the TSX a list setting out the identities of the beneficial purchasers of the Subscription Receipts. Notwithstanding that the Purchaser may be purchasing Subscription Receipts as an agent on behalf of an undisclosed principal (if permissible under the relevant securities laws), the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Underwriters or the Company in order to comply with the foregoing and Securities Laws.
Conditions of Closing. 8.1. Required Deliveries on or before the Closing Date. On or before the Closing Date which shall occur on or before September 1, 2005, the Agent shall receive the following:
(a) the Intercreditor Agreement, in form and substance satisfactory to the Agent, duly executed, and in full force and effect;
(b) a certificate from the Secretary of each Borrower Party (i) attesting to the resolutions of such Borrower Party's board of directors authorizing its execution, delivery, and performance of all Loan Documents required to be executed and delivered by such Borrower Party on the Closing Date, and authorizing specific officers of such Borrower Party to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower Party authorized to sign such Loan Documents;
(c) copies of each Borrower Party's governing documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of each Borrower Party;
(d) a certificate of status with respect to each Borrower Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower Party, which certificate shall indicate that such Borrower Party is in good standing in such jurisdiction;
(e) certificates of status with respect to each Borrower Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Borrower Party is in good standing in such jurisdictions;
(f) an opinion of counsel for the Borrower Parties in form and substance satisfactory to the Agent;
(g) copies of all existing Blocked Account Agreements, and Agent shall be satisfied that all such agreements are in full force and effect;
(h) the Agent shall be satisfied that financing statements filed against all Borrower Parties naming Agent, for the benefit of Lenders, as the secured creditor are sufficient to create a second priority security interest in all Collateral, except as otherwise permitted herein, and Agent shall have received searches reflecting the filing of all such financing statements;
(i) the Third Amendment to the First Lien Credit Agreement shall have been executed;
(j) Each Borrower Party shall have re...
Conditions of Closing. The parties hereto agree that it shall be a condition of the execution of this Agreement that prior to or contemporaneously with the execution of this Agreement:
(a) this Agreement shall be approved by the Board of Directors of the Company.
Conditions of Closing. The obligation of FFCA to consummate the transaction contemplated by this Agreement is subject to the fulfillment or waiver of each of the following conditions: