Common use of Target conditions Clause in Contracts

Target conditions. The obligations of Target to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below: a.) Issuer shall not have incurred any further liabilities or made any payments thereon, other than liabilities and payments in connection with the transactions contemplated herein in respect of regulatory maintenance and filing fees, transfer agent fees, accounting or auditing fees, legal fees and reasonable expenses; b.) all Parties shall have complied in all material respects with their covenants herein; c.) the directors of Pubco, Issuer, and Buyco shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Pubco, Issuer, and Buyco to permit the consummation of the Arrangement and the other transactions contemplated hereby; d.) all necessary consents and approvals shall have been obtained to permit the consummation of the Arrangement; e.) there shall be no material actions, suits or proceedings, outstanding, pending or threatened against Pubco, Issuer, nor Buyco at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; f.) the representations and warranties of Pubco, Issuer, and Buyco shall be true in all material respects at the Effective Time; and g.) no material adverse change shall have occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of Pubco, Issuer, nor Buyco from the date of entry into this Arrangement Agreement until the Effective Time. The foregoing conditions are for the benefit of Target and may be waived, in whole or in part, by Target in writing at any time. If any of such conditions shall not be complied with or waived by Target on or before the date required for the performance thereof, then Target may terminate this Arrangement Agreement by delivering notice in writing to Pubco and Issuer in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by Target.

Target conditions. The obligations obligation of Target to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time Filing Date or such other time as is specified below: a.(a) Issuer the representations and warranties made by Acquirer in this Agreement that are qualified by the expression “Material Adverse Change” or “Material Adverse Effect” shall be true and correct as of the Filing 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 Acquirer in this Agreement shall be true and correct in all material respects as of the Filing 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 incurred any further liabilities or made any payments thereon, other than liabilities and payments in connection with the transactions contemplated herein in respect of regulatory maintenance and filing fees, transfer agent fees, accounting or auditing fees, legal fees and reasonable expensesa Material Adverse Effect on Acquirer; b.(b) all Parties Acquirer shall have complied in all material respects with their its covenants herein; c.(c) Acquirer shall have provided to Target a certificate of two senior officers certifying the matters set out in Sections 6.2(a) and 6.2(b) above as of the Filing Date; (d) there shall not have been or occurred a Material Adverse Effect in respect of Acquirer (i) prior to the date hereof that has not been publicly disclosed by Acquirer on SEDAR or (ii) since the date of this Agreement; and (e) the directors of Pubco, Issuer, and Buyco Acquirer Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Pubco, Issuer, and Buyco Acquirer to permit the consummation of the Arrangement Merger and the other transactions contemplated hereby; d.) all necessary consents to be completed by Acquirer pursuant to the terms of this Agreement and approvals shall have been obtained to permit the consummation of the Arrangement; e.) there shall be no material actions, suits or proceedings, outstanding, pending or threatened against Pubco, Issuer, nor Buyco at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; f.) the representations and warranties of Pubco, Issuer, and Buyco shall be true in all material respects at the Effective Time; and g.) no material adverse change shall have occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of Pubco, Issuer, nor Buyco from the date of entry into this Arrangement Agreement until the Effective TimeMerger Documents. The foregoing conditions are for the exclusive benefit of Target and may be waived, in whole or in part, by Target in writing at any time. No such waiver shall be of any effect unless it is in writing signed by Target. If any of such conditions shall not be complied with or waived by Target on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then then, subject to Section 6.4, Target may terminate this Arrangement Agreement by delivering written notice in writing to Pubco and Issuer Acquirer in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by Target.