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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Sources: Arrangement Agreement (Nabors Industries LTD), Arrangement Agreement (Nabors Industries LTD)
Corporation Conditions. The obligations of the Corporation to consummate and effect the transactions contemplated hereunder shall be subject to the following conditions:
(a) Acquiror the Acquirer 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 TimeTime and a certificate of the Chief Executive Officer of Acquirer, dated the Closing Date, to that effect shall have been delivered to the Corporation, such certificate to be in form and substance satisfactory to the Corporation, acting reasonably;
(b) each of the representations and warranties of Acquiror Acquirer 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, and with respect to the Acquirer Financial Statements, shall be deemed to refer to the Acquirer's audited financial statements for the year ended April 30, 2006), shall be true and correct in all respects on the date of this Agreement and as of the Effective Closing 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 EffectEffect and a certificate of the Chief Executive Officer of Acquirer, dated the Closing Date, to that effect shall have been delivered to the Corporation, such certificate to be in form and substance satisfactory to the Corporation, acting reasonably;
(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 ArrangementReorganization, the acceptance for payment of, payment for, or ownership, directly or indirectly, of some or all of the Shares by AcquirorAcquirer, or the consummation of any of the transactions contemplated by the Arrangement; andReorganization;
(d) the Exchangeable Shares to Acquirer shall be issued pursuant a reporting issuer in a jurisdiction of Canada for the purposes of National Instrument 45-102;
(e) the Acquirer shall have delivered to the Arrangement Corporation legal opinions of Canadian and United States counsel to the Acquirer addressing matters set forth in the Disclosure Letter;
(f) the Corporation shall not have identified to the Acquirer through the Corporation's due diligence review of the Acquirer any matters which, in the aggregate, do, or would be reasonably expected to, result in a Material Adverse Effect on the Acquirer immediately following completion of the transactions contemplated by this Agreement; and
(g) the Corporation shall be listed satisfied, acting reasonably, that listing of the Acquirer Shares on the American Stock Exchange, the Toronto Stock Exchange or another senior stock exchange in the United States is pending and shall be freely tradeable, is reasonably expected to occur promptly following the Effective Time; 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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