Conditions to Obligation of Each Party to Effect the Transactions Clause Samples

Conditions to Obligation of Each Party to Effect the Transactions. The respective obligations of each Party to effect the Transactions shall be subject to the satisfaction (or waiver by Parent and the Company to the extent permitted by applicable Law) at or prior to the Closing of the following conditions: (a) the Company Stockholder Approval shall have been obtained; (b) the Form F-4 shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Form F-4 shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced; (c) no injunction or similar Law shall have been entered, enacted or promulgated by any Governmental Entity and shall continue to be in effect that prohibits or makes illegal the consummation of the Transactions; (d) the Consents required to be obtained under the HSR Act with respect to the Transactions shall have been obtained; and (e) the Parent Common Shares to be issued in the First Parent Merger shall have been approved for listing on the NYSE, subject to official notice of issuance, and the TSX, subject only to the TSX Standard Listing Conditions.

Conditions to Obligation of Each Party to Effect the Transactions. Contemplated by this Agreement. The obligation of each party to effect the ------------------------------ transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to each Closing Date of the following conditions: (a) all governmental and other consents and approvals, if any, necessary to permit the consummation of the transactions contemplated by this Agreement shall have been obtained and any waiting period (and any extension thereof) applicable to the consummation of the Agreement under the HSR Act shall have expired or been terminated; and (b) No stop order or other order enjoining the sale of the Shares to be purchased and sold at each Closing shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction and no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority shall be in effect that would restrain or otherwise prevent the consummation of the transactions contemplated by the Agreement. (a) Conditions of Investor's Obligations at First Closing. The ----------------------------------------------------- obligations of Investor under subsection 1.1 of this Agreement are subject to the fulfillment on or before the First Closing of each of the following conditions, the waiver of which shall not be effective without the consent of Investor thereto:

Conditions to Obligation of Each Party to Effect the Transactions. The respective obligations of each party to effect the Transactions shall be subject to the satisfaction or waiver at or prior to the Closing Date of each of the following conditions: (a) Parent shall have obtained the Parent Stockholder Approval; (b) no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits, restrains or enjoins the consummation of the Transactions or makes such consummation illegal; and (c) all material consents, filings, approvals, orders or authorizations from any governmental authority required to consummate the Transactions shall have been obtained or made.

Conditions to Obligation of Each Party to Effect the Transactions. The respective obligations of each party to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date that, there is no temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Sale contemplated hereby in effect, and no litigation by any Governmental Body seeking any of the foregoing shall have been commenced and be pending. There shall not be any action taken, or any statute, rule, regulation, or order enacted, entered, enforced, or deemed applicable to the Transactions that makes the consummation of the Transactions illegal.

Conditions to Obligation of Each Party to Effect the Transactions. Contemplated by this Agreement. The obligation of each party to effect the ------------------------------ transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing of the following conditions: 8.1 all governmental and other consents and approvals, if any, necessary to permit the consummation of the transactions contemplated by this Agreement shall have been obtained; and 8.2 no stop order or other order enjoining the sale of the Series D Preferred Shares to be purchased and sold at the Closing shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of 3-DP, threatened by the Commission or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction, and no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority shall be in effect that would restrain or otherwise prevent the consummation of the transactions contemplated by this Agreement.