Corporation Conditions Sample Clauses

The 'Corporation Conditions' clause sets out specific requirements or obligations that a corporation must meet under an agreement. These conditions may include maintaining good standing, complying with applicable laws, or providing certain documentation to prove corporate authority. By clearly outlining these prerequisites, the clause ensures that the corporation is properly authorized and capable of fulfilling its contractual commitments, thereby reducing the risk of disputes or invalid agreements.
Corporation Conditions. The obligation of the Corporation to consummate the transactions contemplated hereby, and in particular the issuance and sale of the Offered Units to the Investor, is subject to the satisfaction, on or before the Closing Date or such other time specified, of the following conditions: (a) the representations and warranties made by the Investor in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), except where the failure of such representations and warranties to be true and complete, individually or in the aggregate, would not result or would not reasonably be expected to result in a Material Adverse Change in respect of the Investor (and for this purpose, any reference to "material", "Material Adverse Effect" or other concepts of materiality in such representations and warranties shall be ignored) and would not, or would not reasonably be expected to, materially impede or delay completion of the Transaction, and the Investor shall have provided to the Corporation a certificate of a senior officer of the Investor (on the Investor's behalf and without personal liability) certifying the foregoing on the Closing Date; (b) the Investor shall have complied in all material respects with its covenants herein and the Investor shall have provided to the Corporation a certificate of a senior officer of the Investor (on the Investor's behalf and without personal liability) certifying compliance with such covenants on the Closing Date; and (c) the Corporation will have received such certificates and documents in form and substance satisfactory to the Corporation as it may reasonably request from the Investor. The conditions set forth in this Section 6.2 are for the exclusive benefit of the Corporation and may be asserted by the Corporation regardless of the circumstances or may be waived in writing by the Corporation in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which the Corporation may have.
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Corporation Conditions. The obligations of the Corporation to consummate and effect the transactions contemplated hereunder shall be subject to the following conditions: (a) Acquiror shall have performed or complied with, in all material respects, each of its obligations, covenants and agreements hereunder to be performed and complied with by it on or before the Effective Time; (b) each of the representations and warranties of Acquiror in this Agreement (which for purposes of this clause (b) shall be read as though none of them contained any material adverse effect or other materiality qualification), shall be true and correct in all respects on the date of this Agreement and as of the Effective Date as if made on and as of such date (except for such representations and warranties made as of a specified date, which shall be true and correct as of such specified date) except where the failure of such representations and warranties in the aggregate to be true and correct in all respects is not and would not be reasonably expected to result in a Material Adverse Effect; (c) no act, action, suit or proceeding shall have been taken before or by any Canadian or United States federal, provincial, state or foreign court or other tribunal or governmental agency or other regulatory or administrative agency or commission or by any elected or appointed public official or other Person in Canada, the United States or elsewhere, whether or not having the force of law, and no law, regulation or policy have been proposed, enacted, promulgated or applied, whether or not having the force of law, which could reasonably be expected to have the effect of making illegal, or otherwise directly or indirectly restraining or prohibiting the Arrangement, the acceptance for payment of, payment for, or ownership, directly or indirectly, of some or all of the Shares by Acquiror, or the consummation of any of the transactions contemplated by the Arrangement; and (d) the Exchangeable Shares to be issued pursuant to the Arrangement shall be listed on the Exchange and shall be freely tradeable, which conditions are for the exclusive benefit of the Corporation and may be waived by the Corporation in whole or in part at any time and from time to time, before the Effective Time.
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Corporation Conditions. The obligations of the Corporation to consummate and effect the transactions contemplated hereunder shall be subject to the following conditions: (a) Acquiror shall have performed or complied with, in all material respects, each of its obligations, covenants and agreements hereunder to be performed and complied with by it on or before the Effective Time; (b) each of the representations and warranties of Acquiror in this Agreement (which for purposes of this clause (b) shall be read as though none of them contained any material adverse effect or other materiality qualification), shall be true and correct in all respects on the date of this Agreement and as of the Effective Date as if made on and as of such date (except for such representations and warranties made as of a specified date, which shall be true and correct as of such specified date) except where the failure of such representations and warranties in the aggregate to be true and correct in all respects is not and would not be reasonably expected to be Material; and (c) the Exchangeable Shares shall be listed on The Toronto Stock Exchange or, in the absence of a listing on The Toronto Stock Exchange, on another recognized Canadian stock exchange, which conditions are for the exclusive benefit of the Corporation and may be waived by the Corporation in whole or in part at any time and from time to time, before the Effective Time.
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Corporation Conditions. The obligation of Corporation to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Date or such other time as is specified below: (a) the representations and warranties made by Yamana in this Agreement that are qualified by materiality or the expression “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by Yamana in this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), in either case, except where any failures or breaches of representations and warranties would not either individually or in the aggregate, have a Material Adverse Effect on Yamana, and Yamana shall have provided to Corporation a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Effective Date. No representation or warranty made by Yamana hereunder shall be deemed not to be true and correct if the facts or circumstances which make such representation or warranty untrue or incorrect are provided for or stated to be exceptions under this Agreement; (b) from the date of this Agreement to the Effective Date, there shall not have occurred, and neither Yamana nor Yamana Material Subsidiary shall have incurred or suffered, any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or could reasonably be expected to have, a Material Adverse Effect on Yamana; (c) Yamana shall have complied in all material respects with its covenants herein and Yamana shall have provided to Corporation a certificate of the Chief Executive Officer and Chief Financial Officer thereof, certifying that, as of the Effective Date, it has so complied with their covenants herein; (d) the directors of Yamana shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken b...
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Related to Corporation Conditions

  • Termination Conditions This Agreement terminates upon the earlier of any of the following events: a.

  • Release Conditions As used in this Agreement, "Release Conditions" shall mean the following:

  • Merger of Conditions The conditions set out in §5.1 hereof shall be conclusively deemed to have been satisfied, waived or released upon the occurrence of the Effective Date.

  • SUPERIOR CONDITIONS 21.01 All existing benefits, rights, privileges, practices, terms or conditions of employment which may be considered to be superior to those contained herein and which are set out in Appendix 4 are specifically retained by this Agreement unless otherwise agreed by the local parties. The parties agree to remove from Appendix 4 those superior conditions which no longer have application. Where the parties cannot agree on whether a superior condition continues to have application, the issue will be reduced to a grievance and referred to arbitration. 21.02 The Union and the Participating Hospitals agree to establish a committee consisting of two (2) representatives of the Union and two (2) representatives of the Participating Hospitals to review the superior conditions appendices in each of the participating hospitals. This committee will report to their respective negotiating committees prior to the next round of central negotiations.

  • ELIGIBILITY CONDITIONS The eligibility conditions specified in Adoption Agreement Section 2.01 are effective for Plan Years beginning after _______________________.