Common use of Mutual Conditions Precedent Clause in Contracts

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 respective obligations of the Parties to complete consummate the Arrangement transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeClosing Date, each of which may only be waived with the mutual consent or such other time specified, of the Parties: following conditions: (a) the Class C Share Resolution and Arrangement Resolution Interim Order shall have been approved granted in form 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 substance satisfactory to Crystaleach of Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in any a manner unacceptable to the Parties Cona or Pengrowth, acting reasonably, on appeal or otherwise; ; (b) the Shareholder Approval and the Secured Debtholder Approval shall have each been obtained; (c) on or prior to the Crystal Shareholder Resolutions Outside Date, the Final Order shall have been approved granted in form and adopted by the Crystal Shareholders at the Crystal Meeting; substance satisfactory to each of Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in a manner unacceptable to Cona or Pengrowth, acting reasonably, on appeal or otherwise; (d) Crystal the Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall have received the TSX-V Approval; be in form and substance satisfactory to each of Cona and Pengrowth, acting reasonably; and (e) the Concurrent Financing Competition Act Approval shall have been completed prior to, or will be completed concurrently with, Closing; (f) on completion obtained. The foregoing conditions are for the mutual benefit of the Transaction, Crystal shall have Parties and may be asserted by either Party regardless of the capital structure substantially as set out circumstances and may be waived by any Party (with respect to such Party) 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 effectits sole discretion, in each casewhole or in part, 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 at any time and from time to each of the Parties, acting reasonablytime without prejudice to any other rights that such Party may have.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment satisfaction, or mutual waiver by the Parties, on or before the Effective Date, of each of the following conditions precedent on or before the Effective Timeconditions, each of which may only be waived with are for the mutual consent benefit of the PartiesParties and which may be waived, in whole or in part, by the Purchaser and the Company at any time: (a) the Class C Share Resolution and Arrangement Resolution shall have has been approved and adopted by the Alpha Shareholders and Alpha Warrantholders, as applicable, Affected Securityholders at the Alpha Company Meeting, in accordance with the Interim OrderOrder and applicable Laws; (b) each of the Interim Order and the Final Order shall each have Order: (i) has been obtained in respect form and substance satisfactory to each of the Arrangement in a form satisfactory to CrystalCompany and the Purchaser, each acting reasonably, and shall ; and (ii) has not have been set aside or modified in any manner unacceptable to either the Parties Company or the Purchaser, each acting reasonably, on appeal or otherwise; (c) the Crystal Shareholder Resolutions shall have been approved Arrangement Filings, to be sent to the Registrar in accordance with this Agreement and adopted by the Crystal Shareholders at BCBCA, are in form and content satisfactory to the Crystal MeetingCompany and the Purchaser, each acting reasonably; (d) Crystal the Purchaser Shareholder Approval shall have received been obtained at the TSX-V ApprovalPurchaser Shareholder Meeting; (e) there shall be in effect no Law or Order (whether temporary, preliminary or permanent) that has the Concurrent Financing effect of prohibiting the consummation of the Arrangement, and no litigation instituted by any Governmental Authority seeking to prohibit the consummation of the Arrangement shall have been completed prior to, or will be completed concurrently with, Closing;pending; and (f) on completion of the Transaction, Crystal Company and Spinco shall have entered into 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 Spinco Contribution Agreement 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 reasonablySection 4.6.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeClosing Date, each of which may only be waived with the mutual consent or such other time specified, of the Partiesfollowing conditions: (a) the Class C Share Resolution and Arrangement Resolution Interim Order shall have been approved granted in form 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 substance satisfactory to Crystaleach of Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in any a manner unacceptable to the Parties Cona or Pengrowth, acting reasonably, on appeal or otherwise; ; (b) the Shareholder Approval and the Secured Debtholder Approval shall have each been obtained; (c) on or prior to the Crystal Shareholder Resolutions Outside Date, the Final Order shall have been approved granted in form and adopted by the Crystal Shareholders at the Crystal Meeting; substance satisfactory to each of Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in a manner unacceptable to Cona or Pengrowth, acting reasonably, on appeal or otherwise; (d) Crystal the Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall have received the TSX-V Approval; be in form and substance satisfactory to each of Cona and Pengrowth, acting reasonably; and (e) the Concurrent Financing Competition Act Approval shall have been completed prior to, or will be completed concurrently with, Closing; (f) on completion obtained. The foregoing conditions are for the mutual benefit of the Transaction, Crystal shall have Parties and may be asserted by either Party regardless of the capital structure substantially as set out circumstances and may be waived by any Party (with respect to such Party) 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 effectits sole discretion, in each casewhole or in part, 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 at any time and from time to each of the Parties, acting reasonablytime without prejudice to any other rights that such Party may have.

Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment fulfillment, on or before the Effective Time, of each of the following conditions precedent on or before the Effective Timeprecedent, 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 DRAXIS Shareholders and Alpha Warrantholders, as applicable, at the Alpha Meeting, DRAXIS 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 reasonablyon terms consistent with this Agreement, and shall not have been set aside or modified in any a manner unacceptable to DRAXIS and the Parties Purchaser, acting reasonably, on appeal or otherwise; (c) the Crystal Shareholder Resolutions no action, suit or proceeding, shall have been approved taken under any Applicable Law or by any Governmental Entity, and adopted no Law, policy, decision or directive (having the force of Law) shall have been enacted, promulgated, amended or applied, in each case: (i) to enjoin or prohibit the Plan of Arrangement or the transactions contemplated by this Agreement; or (ii) resulting in any judgment or assessment of damages, directly or indirectly, which, individually or in the Crystal Shareholders at the Crystal Meetingaggregate, has had or would be reasonably expected to have a Material Adverse Effect with respect to DRAXIS; (d) Crystal the Commissioner of Competition appointed under the Competition Act shall not have filed an application or threatened to file an application for an order under Part VIII of the Competition Act, or any such application, order or threat shall have received the TSX-V Approvalbeen rescinded; (e) the Concurrent Financing all Key Regulations Approvals shall have been completed prior to, or will be completed concurrently with, Closing;obtained; and (f) on completion of the Transaction, Crystal this Agreement shall not 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 been terminated 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 reasonablyits terms.

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment satisfaction, or mutual waiver by the Parties, on or before the Effective Date, of each of the following conditions precedent on or before the Effective Timeconditions, each of which may only be waived with are for the mutual consent benefit of the PartiesParties and which may be waived, in whole or in part, by the Purchaser and the Company at any time: (a) the Class C Share Resolution and Arrangement Resolution shall have has been approved and adopted by the Alpha Company Shareholders and Alpha Warrantholders, as applicable, at the Alpha Company Meeting, in accordance with the Interim OrderOrder and applicable Laws; (b) each of the Interim Order and the Final Order shall each have Order: (i) has been obtained in respect form and substance satisfactory to each of the Arrangement in a form satisfactory to CrystalCompany and the Purchaser, each acting reasonably, and shall ; and (ii) has not have been set aside or modified in any manner unacceptable to either the Parties Company or the Purchaser, each acting reasonably, on appeal or otherwise; (c) the Crystal Shareholder Resolutions shall necessary conditional approvals or equivalent approvals, as the case may be, of the TSXV and TSX will have been approved and adopted by the Crystal Shareholders at the Crystal Meetingobtained; (d) Crystal shall no Law has been enacted, issued, promulgated, enforced, made, entered, issued or applied and no order, writ, injunction, judgment, or decree will otherwise have received been taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the TSX-V ApprovalArrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement; (e) the Concurrent Financing shall have been completed prior toArrangement Filings, or will to be completed concurrently withsent to the Registrar in accordance with this Agreement and the BCBCA, Closing;are in form and content satisfactory to the Company and the Purchaser, each acting reasonably, if applicable; and (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 this Agreement has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement not been terminated 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 reasonablyits terms.

Mutual Conditions Precedent. ‌ The obligations of the Parties to complete the Arrangement Transactions are subject to the fulfillment satisfaction or waiver by Basin and Nexus on or before the Effective Date of each of the following conditions precedent on or before conditions, which are for the Effective Time, mutual benefit of each of Basin and Nexus and which may only be waived with waived, in whole or in part, by the mutual consent of the Partieseach of Basin and Nexus: (a) the Class C Share Resolution Interim Order shall have been obtained in form and substance satisfactory to each of Basin and Nexus, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either Basin or Nexus, each acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution Resolution, in form and substance acceptable to Basin and Nexus, each acting reasonably, shall have been approved and adopted by the Alpha Shareholders and Alpha Warrantholders, as applicable, at the Alpha MeetingBasin Meeting by not less than the Required Vote, in accordance with the Interim Order; (bc) the Interim Order and the Final Order shall each have been obtained in respect of the Arrangement in a form and substance satisfactory to Crystaleach of Basin and Nexus, each acting reasonably, and shall not have been set aside or modified in any manner unacceptable to the Parties either Basin and Nexus, each acting reasonably, on appeal or otherwise; (cd) the Crystal Shareholder Resolutions no applicable Law shall have been approved enacted or made (and adopted by the Crystal Shareholders at the Crystal Meeting; (d) Crystal shall have received the TSX-V Approval; (e) the Concurrent Financing no applicable Law shall have been completed prior to, or will be completed concurrently with, Closing; (famended) on completion that makes consummation 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 that prohibits or otherwise preventing restrains (whether temporarily or prohibiting consummation permanently) Basin and Nexus from consummating the Arrangement or any 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.other Transactions;

Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment satisfaction, or mutual waiver by the Parties, on or before the Effective Date, of each of the following conditions precedent on or before the Effective Timeconditions, each of which may only be waived with are for the mutual consent benefit of the PartiesParties and which may be waived, in whole or in part, by the Purchaser and the Company at any time: (a) the Class C Share Resolution and Arrangement Resolution shall have has been approved and adopted by the Alpha Shareholders and Alpha Warrantholders, as applicable, Affected Securityholders at the Alpha Company Meeting, in accordance with the Interim OrderOrder and applicable Laws; (b) each of the Interim Order and the Final Order shall each have Order: (i) has been obtained in respect form and substance satisfactory to each of the Arrangement in a form satisfactory to CrystalCompany and the Purchaser, each acting reasonably, and shall ; and (ii) has not have been set aside or modified in any manner unacceptable to either the Parties Company or the Purchaser, each acting reasonably, on appeal or otherwise; (c) the Crystal Shareholder Resolutions shall necessary conditional approvals or equivalent approvals, as the case may be, of the TSX will have been approved and adopted by the Crystal Shareholders at the Crystal Meetingobtained; (d) Crystal shall no Law has been enacted, issued, promulgated, enforced, made, entered, issued or applied and no order, writ, injunction, judgment, or decree will otherwise have received been taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the TSX-V ApprovalArrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement; (e) the Concurrent Financing shall have been completed prior toArrangement Filings, or will to be completed concurrently withsent to the Registrar in accordance with this Agreement and the BCBCA, Closing;are in form and content satisfactory to the Company and the Purchaser, each acting reasonably, if applicable; and (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 this Agreement has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement not been terminated 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 reasonablyits terms.

Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are subject to the fulfillment of each of the following conditions precedent satisfaction, on or before the Effective TimeClosing Date, each of which may only be waived with the mutual consent or such other time specified, of the Partiesfollowing conditions: (a) the Class C Share Resolution and Arrangement Resolution Interim Order shall have been approved granted in form 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 substance satisfactory to Crystaleach of Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in any a manner unacceptable to the Parties Cona or Pengrowth, acting reasonably, on appeal or otherwise; (b) the Shareholder Approval and the Secured Debtholder Approval shall have each been obtained; (c) on or prior to the Crystal Shareholder Resolutions Outside Date, the Final Order shall have been approved granted in form and adopted by the Crystal Shareholders at the Crystal Meetingsubstance satisfactory to each of Cona and Pengrowth, acting reasonably, and such order shall not have been stayed, set aside or modified in a manner unacceptable to Cona or Pengrowth, acting reasonably, on appeal or otherwise; (d) Crystal the Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement shall have received the TSX-V Approval;be in form and substance satisfactory to each of Cona and Pengrowth, acting reasonably; and (e) the Concurrent Financing Competition Act Approval shall have been completed prior to, or will be completed concurrently with, Closing; (f) on completion obtained. The foregoing conditions are for the mutual benefit of the Transaction, Crystal shall have Parties and may be asserted by either Party regardless of the capital structure substantially as set out circumstances and may be waived by any Party (with respect to such Party) 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 effectits sole discretion, in each casewhole or in part, 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 at any time and from time to each of the Parties, acting reasonablytime without prejudice to any other rights that such Party may have.