Mutual Conditions Precedent Clause Samples

Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated hereby, and in particular the completion of the Amalgamation, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

Mutual Conditions Precedent. The respective obligation of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in...

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Requisite Approval shall have been obtained at the Company Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Parent or the Company, acting reasonably, on appeal or otherwise; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the Regulatory Approvals shall have been obtained (or the applicable waiting periods, including extensions thereof, shall have expired); (e) the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and (f) the Parent Shares to be issued pursuant to the Arrangement have been allotted by the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or another available exemption.

Mutual Conditions Precedent. The obligations of CIVC and Cannus to complete the Business Combination are subject to the satisfaction of the following conditions on or prior to the Effective Date, each of which may be waived only with the consent in writing of CIVC and Cannus: (a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit the completion of the Business Combination, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on Cannus or CIVC or materially impede the completion of the Business Combination, shall have been obtained; (b) no temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Business Combination shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) on the Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the CIVC Shares, the New CIVC Shares, the Cannus Shares or the Amalco Shares shall be in effect; (d) there shall not be pending or threatened any suit, action or proceeding by any Governmental Authority, before any court or Governmental Authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Business Combination or any of the other transactions contemplated by this Agreement or seeking to obtain from CIVC, CIVC Subco or Cannus any damages that are material in relation to CIVC, CIVC Subco and Cannus and their subsidiaries taken as a whole; (e) the distribution of Amalco Shares and the New CIVC Shares pursuant to the Business Combination shall be exempt from the prospectus requirements of applicable Canadian Securities Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws other than as applicable to control Persons or pursuant to section 2.6 [Seasoning Period] of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators; and (f) this Agreement shall not have been terminated in accordance with its terms.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (i) the Arrangement Resolution shall have been approved by the Shareholders at the Company Meeting in accordance with the Interim Order; (ii) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner inconsistent with this Agreement; (iii) the Regulatory Clearances shall have been obtained on terms not imposing any Antitrust Restraint and each such Regulatory Clearance is in force and has not been modified in a way that would impose any Antitrust Restraint or that would enjoin or prohibit the closing of the Arrangement; (iv) no Governmental Entity shall have after the date of this Agreement enacted, issued, promulgated, made, enforced or entered, any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of, or dissolves, the Arrangement; and (v) this Agreement shall not have been terminated in accordance with its terms.

Mutual Conditions Precedent. The respective obligations of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

Mutual Conditions Precedent. The obligations of each party hereto to complete the transactions contemplated by this Agreement and to file articles of arrangement to give the effect to the Arrangement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent: (a) the Arrangement, with or without amendment, shall have been approved at each of the CSA Meeting and the Goldcorp Meeting in accordance with the Interim Order; (b) each of the Interim Order and the Final Order shall have been obtained in form and on terms with satisfactory to each of CSA and Goldcorp; (c) the Final Order, together with articles of arrangement, shall have been accepted by the Director for filing; (d) the TSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of the New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; (ii) the New Goldcorp Warrants; and (iii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (e) the NYSE shall have approved or conditionally approved the listing thereon of: (i) the New Goldcorp Common Shares issuable to holders of CSA Shares and Goldcorp Shares pursuant to the Arrangement and in respect of New Goldcorp Common Shares issuable in connection with the Arrangement to holders of CSA Stock Options and Goldcorp Stock Options; and (ii) the New Goldcorp Common Shares issuable upon the exercise of the New Goldcorp Warrants; (f) all consents, orders, rulings, approvals and assurances, including any regulatory approvals which are required, necessary or desirable for the completion of the Arrangement shall have been obtained; (g) there shall not be in force any order or decree restraining or enjoining the implementation of the transactions contemplated by this Agreement involving such party and there shall be no proceeding, of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement involving such party that could, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement; (h) none of the consents, orders or approvals required for the implementation of the Arrangement shall contain terms or conditions that require unde...

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Class C Share Resolution and Arrangement Resolution shall have been approved and adopted by the Alpha Shareholders and Alpha Warrantholders, as applicable, at the Alpha Meeting, in accordance with the Interim Order; (b) the Interim Order and the Final Order shall each have been obtained in respect of the Arrangement in a form satisfactory to Crystal, acting reasonably, and shall not have been set aside or modified in any manner unacceptable to the Parties on appeal or otherwise; (c) the Crystal Shareholder Resolutions shall have been approved and adopted by the Crystal Shareholders at the Crystal Meeting; (d) Crystal shall have received the TSX-V Approval; (e) the Concurrent Financing shall have been completed prior to, or will be completed concurrently with, Closing; (f) on completion of the Transaction, Crystal shall have the capital structure substantially as set out in Schedule J; (g) the absence of any court or other order of any Governmental Entity and no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect, in each case, which has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement in accordance with the terms contemplated herein; and (h) all required Regulatory Approvals shall have been obtained on terms satisfactory to each of the Parties, acting reasonably.

Mutual Conditions Precedent. The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: