Conditions to Completion Clause Samples
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Conditions to Completion. The sale and purchase of the Sale Interest as contemplated in this Agreement is subject to:
(a) SGE waiving its pre-emptive right to acquire the Participating Interest, and consenting to the novation of the Joint Operating Agreement to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Schedule 1; Asset Transfer Agreement
(b) CUCBM waiving its preferred right to be assigned the Participating Interest, and consenting to the transfer of the Participating Interest to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Schedule 2;
(c) approval of the Completion Modification Agreement (prior to execution) by MOLAR;
(d) execution of the Completion Modification Agreement;
(e) filing of the executed Completion Modification Agreement with MOLAR;
(f) approval of the assignment of the Participating Interest and approval of the Completion Modification Agreement by MOFCOM;
(g) either:
(i) the Purchaser registering with SAIC and including the Participating Interest in the registration details maintained by SAIC; or
(ii) if the Purchaser is already registered with SAIC, the Purchaser’s registration details with SAIC are amended to include the Participating Interest;
(h) the Vendor amending its registration details with SAIC to remove reference to the Participating Interest (provided the Vendor has previously registered the details of Participating Interest with SAIC);
(i) any other Approval or Guarantee required to make effective the sale and purchase of the Sale Interest contemplated by this Agreement; and
(j) the execution of the Deed of Novation by all the parties to it.
Conditions to Completion. (i) The obligation of the Purchaser to purchase the Shares from Seller and the obligation of the Seller to sell the Shares to the Purchaser shall be subject to the satisfaction of the following conditions:
Conditions to Completion. 3.1. The obligation of the Seller to sell the Sale Shares and proceed with the Completion in terms of Clause 5 of this Agreement shall be conditional on the satisfaction of following conditions, other than those which by their very nature are to be satisfied at Completion, (to the extent that they have not been waived by the Seller (other than the condition set out in Clauses 3.1(ii) below which shall not be waived), in accordance with this Agreement):
(i) The Purchaser having delivered to the Seller on the Execution Date certified copies of the resolutions duly passed by its board of directors or equivalent authority approving the execution, delivery and performance by the Purchaser of the Transaction Documents.
(ii) The Conclusion of the Open Offer.
(iii) The Purchaser Warranties being true in all material respects as of the Completion Date, except that the Purchaser Warranties in Clauses 1 of Schedule 4 being true in all respects as of the Completion Date.
(iv) The Purchaser not being in material breach of the agreements, covenants, obligations, and conditions required by this Agreement to be so performed or complied with by it, at or before the Completion Date (including, but not limited to, the obligations in respect of the Open Offer as set out in Clause 6.1 hereof).
(v) Simultaneous consummation of the sale of Sale ADSs under the GA Securities Purchase Agreement (including satisfaction of the conditions to completion thereunder), provided that the Seller shall not be entitled to rely on this sub-clause (v) if the Seller is then in breach of the GA Securities Purchase Agreement.
3.2. The obligation of the Purchaser to purchase the Sale Shares and proceed with Completion in terms of Clause 5 of this Agreement shall be conditional on the satisfaction of the following conditions, other than those which by their very nature are to be satisfied at Completion, (to the extent that they have not been waived by the Purchaser (other than the condition set out in Clause 3.2 (iii) below which shall not be waived), in accordance with this Agreement):
(i) The Seller having delivered to the Purchaser on the Execution Date certified copies of the resolutions duly passed by the Seller’s board of directors or equivalent authority (where applicable) approving the execution, delivery and performance by the Seller of the Agreement.
(ii) The Seller Warranties being true in all material respects as of the Completion Date, except that the Seller Warranties in Clause 1.1 and...
Conditions to Completion. In addition to the conditions to completion of the Consolidation set forth in the Memorandum, the obligations of Operating Partnership to consummate the transactions contemplated by this Agreement shall be subject to fulfillment (or waiver by Operating Partnership) at or prior to the Closing of the following conditions:
Conditions to Completion. 3.1 The respective obligations of the Seller and the Purchaser in the Completion to complete the transactions contemplated by this Agreement to occur at the Completion shall be subject to the satisfaction or waiver, at or prior to the Completion, of each of the following conditions:
(a) the approvals listed in Schedule 5 being obtained or deemed to have been obtained by expiration of the applicable waiting period and Completion being permitted to occur pursuant to such approvals;
(b) the approvals listed in Schedule 6 being obtained or deemed to have been obtained by expiration of the applicable waiting period and Completion being permitted to occur pursuant to such approvals;
(c) either (i) CFIUS having provided notice to the effect that review or investigation of the transactions contemplated by the Transaction Agreements has concluded and that a determination has been made that there are no issues of national security of the United States sufficient to warrant further investigation under FINSA or (ii) the President of the United States not having taken action to block or prevent the consummation of the transactions contemplated by this Agreement under FINSA and the applicable period of time for the President to take such action shall have expired without extension;
(d) the title to, and registration with the FAA of, each aircraft (i) (x) title to which was, as of the Lease Disclosure Date, owned directly by a Company Group Member or (y) that is acquired by a Company Group Member after such date and (ii) that, immediately prior to Completion, is beneficially owned by a Company Group Member and registered with the FAA (each such aircraft, an “FAA Aircraft”), being held by, and registered with the FAA in the name of, an owner trustee that is a U.S. Citizen and that is Wilmington Trust, ▇▇▇▇▇ Fargo, Bank of Utah, US Bank, Bank of New York Mellon, Deutsche Bank or another person reasonably acceptable to the Seller after consultation with the Purchaser (an “Owner Trustee”), in each case, for the benefit of the Company under a trust agreement between the Owner Trustee and the Company, as owner participant, in substantially the form of a trust agreement as shall have been approved by the Aeronautical Center Counsel for use with a non-citizen trust;
(i) the Fundamental Warranties in paragraphs 1.1, 1.2, 1.4, 1.5, 1.6, 1.7, 2.1(ii), 2.2 (solely with respect to the Company), 2.3, and 3 of Part A of Schedule 1 being true and correct in all respects as of the Comple...
Conditions to Completion. 4.1 Completion shall be conditional upon the satisfaction of the following Conditions:
Conditions to Completion. Completion is subject to and conditional on fulfilment of the following conditions:
4.1.1 either:
(i) the Purchaser receiving in terms satisfactory to it confirmation from the European Commission that the transactions or any part of the transactions contemplated in this Agreement (such transactions being the “Concentration”) do not constitute a concentration having a Community dimension within the meaning of Council Regulation (EC) No. 139/2004 (the “Regulation”); or
(ii) the Purchaser receiving in terms satisfactory to it confirmation that (being a concentration having a Community dimension within the meaning of the Regulation) the European Commission has decided to declare the Concentration compatible with the Common Market pursuant to Article 6(1)(b) of the Regulation, either unconditionally or subject to such conditions, obligations or commitments as shall be satisfactory to the Purchaser or a deemed declaration in respect of the Concentration occurs under Article 10(6) of the Regulation; or
(iii) where the Concentration or any part of it has been referred to a competent authority of any EU Member State under Article 4(4) or Article 9 of the Regulation, the Purchaser receiving from the competent authority of that Member State, confirmation in terms reasonably satisfactory to it that the Concentration has been approved in accordance with the relevant legislation of that EU Member State, and where the European Commission has only referred part of the Concentration, the Purchaser receiving in terms satisfactory to it confirmation that the European Commission has decided not to oppose it and has declared it compatible with the Common Market pursuant to Article 6(1)(b) of the Regulation either unconditionally or subject to such conditions, obligations or commitments as shall be satisfactory to the Purchaser, or a deemed declaration in respect of the Concentration occurs under Article 10(6) of the Regulation; or
(iv) following a decision under Article 6(1)(c) of the Regulation to initiate proceedings, the Purchaser receiving in terms satisfactory to it a decision from the European Commission pursuant to Article 6(1)(b) of the Regulation declaring the Concentration compatible with the Common Market, either unconditionally or subject to such conditions, obligations or commitments as shall be satisfactory to the Purchaser; and no indication having been made that a European Union or EFTA state may take appropriate measures to protect legitimate interests pursuan...
Conditions to Completion. (A) Conditions
5.1 Completion is in all respects conditional upon the following matters:
(a) the Golden Power Clearance having been obtained (the “Golden Power Condition”);
(b) the Investment Canada Act Clearance having been obtained (the “Investment Canada Act Condition”);
(c) the Antitrust Clearance having been obtained (the “Antitrust Condition” and, together with the Golden Power Condition and the Investment Canada Act Condition, the “Regulatory Condition”);
(d) the LN Canada Reverse Carve-Out having been completed and being effective in accordance with clause 4;
(e) the Italian Business Carve-Out and the LNSM HV Service Business Carve-Out having been completed and being effective in accordance with clause 3;
(f) no Governmental Order being in effect preventing the consummation of the sale and purchase of the LN Canada Shares or the NewCo Shares;
(g) except as Disclosed and except (other than in relation to the LNSM HV Service Business) to the extent relating to LNSM, each of the Warranties being true and correct as of December 2, 2020 and as of the Completion Date (in each case except for any such Warranty that is specifically given as of a particular date, which shall be true and correct as of such date), except where the failure to be true and correct would not reasonably be expected to have a Material Adverse Effect;
(h) each of the warranties given by the Purchaser in clause 21 being true and correct in all material respects as of December 2, 2020 and as of the Completion Date (in each case except for any such warranty that is specifically given as of a particular date, which shall be true and correct as of such date);
(i) the Seller having complied in all material respects with its obligations under clause 11(A), clause 11.11 and clause 12.8, in each case except (other than in relation to the LNSM HV Service Business) to the extent relating to LNSM;
(j) the Purchaser having complied in all material respects with its obligations hereunder to be performed prior to Completion;
(k) no Material Adverse Effect having occurred since December 2, 2020 and being continuing, (together, the “Completion Conditions”).
5.2 No Completion Condition may be waived, in whole or in part, without the prior written consent of the Seller and the Purchaser, except for (a) the Completion Conditions in clauses 5.1(g), 5.1(i) and 5.1(k), which are provided in the sole and exclusive interest of the Purchaser and may be unilaterally waived, in whole or in part, in writing sol...
Conditions to Completion. All filings and consents required to be made or obtained under applicable antitrust or competition laws imposing a suspensory obligation in connection with the Transactions shall have been made or obtained and any waiting period under any such laws shall have expired or been terminated.
Conditions to Completion. Section 4.1 Completion of the sale and purchase of the Business and the subsequent Liquidation is conditional on the following conditions (the “Completion Conditions”) being satisfied or waived (either in whole or in part) in accordance with Section 4.2 on or before the date of Completion:
(a) no Legal Restraint (as defined in the Purchase Agreement) shall be in effect that prohibits, renders illegal or enjoins the Completion; and
(b) the Pre-Wired Asset Sale Ruling and any other Israeli Tax ruling that may be required in connection with the transactions contemplated hereby shall have been obtained and remain in full force and effect as of the date of Completion.
Section 4.2 The Completion Conditions are for the benefit of both the Company and Buyer and may not be waived (either in whole or in part) without the prior written consent of both the Company (including the consent of the Independent Directors) and Buyer.
Section 4.3 Each Party will ensure that it duly and timely informs the other Party of all relevant developments regarding the fulfilment of the Completion Conditions.