AND COMPLETION OF THE TRANSACTIONS CONTEMPLATED BY THIS
38
AGREEMENT AND THE ANCILLARY AGREEMENTS, TO WHICH IT IS A PARTY, AND (II) A LIST
OF ITS OFFICERS AND DIRECTORS AUTHORIZED TO SIGN AGREEMENTS, TOGETHER WITH THEIR
SPECIMEN SIGNATURES;
(II)
A CERTIFICATE OF STATUS, COMPLIANCE, GOOD
STANDING OR LIKE CERTIFICATE WITH RESPECT TO THE PURCHASER ISSUED BY APPROPRIATE
GOVERNMENT OFFICIAL OF THE JURISDICTION OF ITS INCORPORATION;
(III)
THE CERTIFICATES REFERRED TO IN
SECTION 6.2(A) AND SECTION 6.2(B); AND
(IV)
AN OPINION OF COUNSEL FOR THE PURCHASER,
SUBSTANTIALLY IN THE FORM SET FORTH IN SCHEDULE CC (PART 2) HERETO.
(E)
PROCEEDINGS.
ALL CORPORATE PROCEEDINGS TO
BE TAKEN IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
ANY ANCILLARY AGREEMENT SHALL BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE
TO THE VENDORS, ACTING REASONABLY, AND THE VENDORS SHALL HAVE RECEIVED COPIES OF
ALL THE INSTRUMENTS AND OTHER EVIDENCE AS THEY MAY REASONABLY REQUEST IN ORDER
TO ESTABLISH, EVIDENCE OR PERFECT THE CONSUMMATION OF SUCH TRANSACTIONS AND THE
TAKING OF ALL CORPORATE PROCEEDINGS IN CONNECTION THEREWITH.
SECTION 6.3
CONDITIONS PRECEDENT.
The purchase and sale of the Purchased Shares is subject to the following
conditions precedent to be fulfilled prior to the Closing:
(A)
NO LEGAL ACTION.
NO ACTION OR PROCEEDING
SHALL BE PENDING OR THREATENED BY ANY PERSON (OTHER THAN ANY OF THE VENDORS, THE
PURCHASER OR EITHER OF THE CORPORATIONS) IN ANY JURISDICTION, TO ENJOIN,
RESTRICT OR PROHIBIT ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR
THE RIGHT OF EITHER OF THE CORPORATIONS TO CONDUCT THE BUSINESS AFTER CLOSING ON
SUBSTANTIALLY THE SAME BASIS AS HERETOFORE OPERATED.
(B)
COMPETITION ACT.
PROVIDED THE PURCHASER HAS
GIVEN NOTICE TO THE VENDORS AS CONTEMPLATED IN SECTION 5.8 (AND SUCH NOTICE HAS
NOT BEEN WITHDRAWN), THE VENDORS AND THE PURCHASER SHALL EACH HAVE FILED ALL
INFORMATION AND SHALL HAVE SATISFIED ANY REQUEST FOR ADDITIONAL INFORMATION SO
THAT, UNDER THE COMPETITION ACT (CANADA), THE PARTIES SHALL HAVE RECEIVED EITHER
(I) AN ADVANCE RULING CERTIFICATE PURSUANT TO SECTION 102 OF THE COMPETITION ACT
(CANADA), OR (II) WRITTEN CONFIRMATION FROM THE COMMISSIONER OF COMPETITION (A
"NO ACTION LETTER") THAT SAID COMMISSIONER HAS NO INTENTION TO FILE AN
APPLICATION UNDER SECTION 92
39
OF THE COMPETITION ACT (CANADA) IN CONNECTION WITH THE TRANSACTION CONTEMPLATED
BY THE AGREEMENT.
ARTICLE 7
CLOSING
SECTION 7.1
DATE, TIME AND PLACE OF CLOSING.
The completion of the transaction of purchase and sale contemplated by this
Agreement shall take place at the offices of Stikeman Elliott LLP, Suite 1700,
Park Place, 666 Burrard Street, Vancouver, British Columbia, at 10:00 a.m.
(Vancouver time) on the Closing Date or at such other place, on such other date
and at such other time as may be agreed upon in writing between the Vendors and
the Purchaser.
SECTION 7.2
CLOSING PROCEDURES.
Subject to satisfaction or waiver by the relevant Party of the conditions of
closing, at the Closing, the Vendors shall deliver actual possession of the
Purchased Shares to the Purchaser and upon such delivery the Purchaser shall