Common use of CONDITIONS OF CLOSING AND CLOSING Clause in Contracts

CONDITIONS OF CLOSING AND CLOSING. 7.1 The Agent’s obligations under this Agreement are conditional upon and subject to the fulfilment of the following conditions before the Closing Time, which conditions the Issuer covenants to use its commercially reasonable efforts to fulfil or cause to be fulfilled before the Closing Time: (a) all actions required to be taken by or on behalf of the Issuer, including the passing of all requisite resolutions of directors of the Issuer, will have been taken so as to approve the Prospectus and to validly create and distribute the Securities; (b) the Issuer will have made all necessary filings with and obtained all necessary approvals, consents and acceptances from the Commissions and the Exchange for the Prospectus and to permit the Issuer to fulfil its obligations hereunder; (c) the Common Shares and the Agent’s Option Shares will have been conditionally accepted for listing on the Exchange; and (d) the certificates, opinions and other documents contemplated by section 6 of this Agreement will have been delivered to the Agent and its legal counsel. 7.2 The Agent’s obligations under this Agreement with respect to acting as agent for the purposes of the Offering are also conditional upon and subject to: (a) the Issuer allowing the Agent and its representatives to conduct all due diligence which the Agent may reasonably require in connection with the Offering; and (b) prior to the filing of the Final Prospectus, the Agent’s due diligence review not revealing any material adverse information or fact which is not generally known to the public which might, as determined in the sole discretion of the Agent, adversely affect the value or market price of the Common Shares or the investment quality or marketability of the Common Shares. 7.3 The Offering will be completed at the offices of the Issuer’s legal counsel at such time (the “Closing Time”) and on such date (the “Closing Date”) as may be agreed to by the Issuer and the Agent in consultation with the Exchange; provided, however, that if the Issuer has not been able to comply with any of the covenants or conditions set out herein required to be complied with by the Closing Time and Closing Date or such other date and time as may be mutually agreed to, the respective obligations of the parties will terminate without further liability or obligation except for obligations of the Issuer with respect to the payment of expenses and indemnity and contribution provided for in this Agreement. 7.4 The Issuer will, on the Closing Date, deliver the Certificates to the Agent against payment of the Proceeds. The Agent will, on the Closing Date, deliver to the Issuer a written description and reconciliation of its expenses deducted from the gross proceeds of the Offering. 7.5 If the Issuer has satisfied all of its obligations under this Agreement, the Agent will, on the Closing Date, pay the Proceeds to the Issuer against delivery of the Certificates.

CONDITIONS OF CLOSING AND CLOSING. 7.1 The Closing will take place on the Closing Date. 7.2 The Agent’s obligations under this Agreement are conditional upon and subject to the fulfilment of the following conditions before the Closing Time, which conditions the Issuer Company covenants to use its commercially reasonable efforts to fulfil or cause to be fulfilled before the Closing Time: (a) all actions required to be taken by or on behalf of the IssuerCompany, including the passing of all requisite resolutions of directors of the IssuerCompany, will have been taken so as to approve the Prospectus and to validly create and distribute the Securities; (b) the Issuer Company will have made all necessary filings with and obtained all necessary approvals, consents and acceptances from the Commissions and the Exchange for the Prospectus and to permit the Issuer Company to fulfil its obligations hereunder; (c) the Common Shares and the Agent’s Option Warrant Shares will have been conditionally accepted for listing on the Exchange; and (d) the certificates, opinions and other documents contemplated by section 6 of this Agreement will have been delivered to the Agent and its legal counsel. 7.2 7.3 The Agent’s obligations under this Agreement with respect to acting as agent for the purposes of the Offering are also conditional upon and subject to: (a) the Issuer Company allowing the Agent and its representatives to conduct all due diligence which the Agent may reasonably require in connection with the Offering; and (b) prior to the filing of the Final ProspectusClosing, the Agent’s due diligence review not revealing any material adverse information or fact which is not generally known to the public which might, as determined in the sole discretion of the Agent, adversely affect the value or market price of the Common Shares or the investment quality or marketability of the Common Shares. 7.3 7.4 The Offering will be completed at the offices of the IssuerCompany’s legal counsel at such time (the “Closing Time”) and on such date (the “applicable Closing Date”) Date as may be agreed to by the Issuer Company and the Agent in consultation with the Exchange; provided, however, that if the Issuer Company has not been able to comply with any of the covenants or conditions set out herein required to be complied with by the Closing Time and Closing Date or such other date and time as may be mutually agreed to, or if this Agreement is terminated in accordance with Section 8 hereof, the respective obligations of the parties will terminate without further liability or obligation except for obligations of the Issuer Company with respect to the payment of expenses and indemnity and contribution provided for in this Agreement. 7.4 7.5 The Issuer Company will, on the applicable Closing Date, deliver the Certificates Certificates, through its registrar and transfer agent, to the Agent against payment of the Proceeds. The Agent will, on the Closing Date, deliver to the Issuer a written description and reconciliation of its expenses deducted from the gross proceeds of the Offering. 7.5 7.6 If the Issuer Company has satisfied all of its obligations under this Agreement, the Agent will, on the applicable Closing Date, pay the Proceeds to the Issuer Company against delivery of the Certificates.

CONDITIONS OF CLOSING AND CLOSING. 7.1 The Agent’s 's obligations under this Agreement are conditional upon and subject to the fulfilment fulfillment of the following conditions before the Closing Time, which conditions the Issuer covenants to use its commercially reasonable best efforts to fulfil fulfill or cause to be fulfilled before the Closing Time: (a) all actions required to be taken by or on behalf of the Issuer, including the passing of all requisite resolutions of directors of the Issuer, will have been taken so as to approve the Prospectus and to validly create create, allot and distribute issue the Securities; (b) the Issuer will have made all necessary filings with and obtained all necessary approvals, consents and acceptances from the Commissions and the Exchange for the Prospectus and to permit the Issuer to fulfil fulfill its obligations hereunder; (c) the Common Shares and the Agent’s Option 's Warrant Shares will have been conditionally accepted for listing on the Exchange; and (d) the certificates, opinions and other documents contemplated by section 6 of this Agreement will have been delivered to the Agent and its legal counsel. 7.2 The Agent’s 's obligations under this Agreement with respect to acting as agent for the purposes of the Offering are also conditional upon and subject to: (a) the Issuer allowing the Agent and its representatives to conduct all due diligence which the Agent may reasonably require in connection with the Offering; and (b) prior to the filing of the Final Prospectus, the Agent’s 's due diligence review not revealing any material adverse information or fact which is not generally known to the public which might, as determined in the sole discretion of the Agent, materially adversely affect the value or market price of the Common Shares common shares or the investment quality or marketability of the Common Shares. 7.3 The Offering will be completed at the offices of the Issuer’s legal counsel at such time (the “Closing Time”) and on such date (the “Closing Date”) as may be agreed to by the Issuer and the Agent in consultation with the Exchange; provided, however, that if the Issuer has not been able to comply with any of the covenants or conditions set out herein required to be complied with by the Closing Time and Closing Date or such other date and time as may be mutually agreed to, the respective obligations of the parties will terminate without further liability or obligation except for obligations of the Issuer with respect to the payment of expenses and indemnity and contribution provided for in this Agreement. 7.4 The Issuer will, on the Closing Date, deliver the Certificates to the Agent against payment of the Proceeds. The Agent will, on the Closing Date, deliver to the Issuer a written description and reconciliation of its expenses deducted from the gross proceeds of the Offering. 7.5 7.4 If the Issuer has satisfied all of its obligations under this Agreement, the Agent will, on the Closing Date, pay the Proceeds to the Issuer against delivery of the Certificates.

CONDITIONS OF CLOSING AND CLOSING. 7.1 The Agent’s obligations under this Agreement are conditional upon and subject to the fulfilment of the following conditions before the Closing Time, which conditions the Issuer covenants to use its commercially reasonable efforts to fulfil or cause to be fulfilled before the Closing Time: (a) all actions required to be taken by or on behalf of the Issuer, including the passing of all requisite resolutions of directors of the Issuer, will have been taken so as to approve the Prospectus and to validly create and distribute the Securities;Securities;‌ (b) the Issuer will have made all necessary filings with and obtained all necessary approvals, consents and acceptances from the Commissions and the Exchange Regulatory Authorities for the Prospectus and to permit the Issuer to fulfil its obligations hereunder; (c) the Common Shares and Shares, including the Agent’s Option Shares Warrant Shares, will have been conditionally accepted for listing on the Exchange; andand‌ (d) the certificates, opinions and other documents contemplated by section 6 of this Agreement will have been delivered to the Agent and its legal counsel. 7.2 The Agent’s obligations under this Agreement with respect to acting as agent for the purposes of the Offering are also conditional upon and subject to: (a) the Issuer allowing the Agent and its representatives to conduct all due diligence diligence, which the Agent may reasonably require in connection with the Offering; and (b) prior to the filing of the Final Prospectus, the Agent’s due diligence review not revealing any material adverse information or fact which that is not generally known to the public which that might, as determined in the sole discretion of the Agent, materially adversely affect the value or market price of the Common Offered Shares or the investment quality or marketability of the Common Shares.Offered Shares.‌‌ 7.3 The Offering will be completed at the offices of the Issuer or the Issuer’s legal counsel at such time (the “Closing Time”) and on such date (the “Closing Date”) as may be agreed to by the Issuer and the Agent in consultation with the Exchange; provided, however, that if the Issuer has not been able to comply with any of the covenants or conditions set out herein required to be complied with by the Closing Time and Closing Date or such other date and time as may be mutually agreed to, then the respective obligations of the parties will terminate without further liability or obligation except for obligations of the Issuer with respect to the payment of expenses and indemnity and contribution provided for in this Agreement. 7.4 The Issuer will, on the Closing Date, deliver the Certificates to the Agent against payment of the Proceeds. The Agent will, on the Closing Date, deliver to the Issuer a written description and reconciliation of its expenses deducted from the gross proceeds of the Offering.Offering.‌ 7.5 If the Issuer has satisfied all of its obligations under this Agreement, the Agent will, on the Closing Date, pay the Proceeds to the Issuer against either (i) physical delivery of the CertificatesCertificates or (ii) confirmation that the securities represented by the Certificates have been transferred to the Agent electronically, as requested by the Agent.

CONDITIONS OF CLOSING AND CLOSING. 7.1 The Closing will take place on the Closing Date. 7.2 The Agent’s obligations under this Agreement are conditional upon and subject to the fulfilment of the following conditions before the Closing Time, which conditions the Issuer covenants to use its commercially reasonable efforts to fulfil or cause to be fulfilled before the Closing Time: (a) all actions required to be taken by or on behalf of the Issuer, including the passing of all requisite resolutions of directors of the Issuer, will have been taken so as to approve the Prospectus and to validly create and distribute the Securities; (b) the Issuer will have made all necessary filings with and obtained all necessary approvals, consents and acceptances from the Commissions and the Exchange for the Prospectus and to permit the Issuer to fulfil its obligations hereunder; (c) the Common Shares and the Agent’s Option Shares will have been conditionally accepted for listing on the Exchange; and; (d) the comfort letters, certificates, opinions and other documents contemplated by section 6 of this Agreement will have been delivered to the Agent and its legal counsel. 7.2 7.3 The Agent’s obligations under this Agreement with respect to acting as agent for the purposes of the Offering are also conditional upon and subject to: (a) the Issuer allowing the Agent and its representatives to conduct all due diligence which the Agent may reasonably require in connection with the Offering; and (b) prior to the filing of the Final Prospectus, the Agent’s due diligence review not revealing any material adverse information or fact which is not generally known to the public which might, as determined in the sole discretion of the Agent, adversely affect the value or market price of the Common Shares or the investment quality or marketability of the Common Shares. 7.3 7.4 The Offering will be completed at the offices of the Issuer’s legal counsel at such time (the “Closing Time”) and on such date (the “applicable Closing Date”) Date as may be agreed to by the Issuer and the Agent in consultation with the Exchange; provided, however, that if the Issuer has not been able to comply with any of the covenants or conditions set out herein required to be complied with by the Closing Time and Closing Date or such other date and time as may be mutually agreed to, the respective obligations of the parties will terminate without further liability or obligation except for obligations of the Issuer with respect to the payment of expenses and indemnity and contribution provided for in this Agreement. 7.4 7.5 The Issuer will, on the applicable Closing Date, deliver the Certificates Certificates, through its registrar and transfer agent to the Agent against payment of the Proceeds. The Agent will, on the Closing Date, deliver to the Issuer a written description and reconciliation of its expenses deducted from the gross proceeds of the Offering. 7.5 7.6 If the Issuer has satisfied all of its obligations under this Agreement, the Agent will, on the applicable Closing Date, pay the Proceeds to the Issuer against delivery of the Certificates.