A condition precedent is a contractual clause that specifies an event or action that must occur before a party is obligated to perform their duties under the contract. If the condition is not met, the contract may become void or the obligations are suspended until the condition is satisfied.
If the Condition Precedent Proposals are approved by the requisite vote of shareholders, the remaining holders of public shares will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our Charter, as amended. In addition, public shareholders who vote for the Condition Precedent Proposals and do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date, or earlier if the Board determines to liquidate and wind up early pursuant to the Liquidation Amendment.
If any of the Condition Precedent Proposals are not approved, or if the Extension Amendment is not implemented, the Sponsor does not intend to make a Contribution into the Trust Account to extend the Current Outside Date. Accordingly, if the Company does not consummate an initial business combination by the Current Outside Date, in accordance with our Charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price,
After careful consideration of all relevant factors, our Board has determined that the Condition Precedent Proposals and, if presented, the Adjournment Proposal are advisable and in the best interests of the Company and our shareholders, and recommends that you vote or give instruction to vote “FOR” each of the Condition Precedent Proposals and, if presented, the Adjournment Proposal.
Proposal (together, the “Condition Precedent Proposals”) is cross-conditioned on the approval of the other proposals, and the approval of all such Condition Precedent Proposals is a condition to the implementation of the Extension Amendment, Founder Share Amendment, Redemption Limitation Amendment, Liquidation Amendment and Trust Agreement Amendment. Each of the Condition Precedent Proposals and the Adjournment Proposal is more fully described herein. The Special Meeting will be a virtual meeting. You will be able to attend and participate in the Special Meeting online by visiting https://www.cstproxy.com/dmysquaredtechnology/2023. Please see “Questions and Answers about the Special Meeting — How do I attend the Special Meeting?” for more information.
Waiver of Condition Precedent (a) A Condition Precedent may only be waived in writing by the party or parties entitled to the benefit of that Condition Precedent as noted in clause 3.1 (except conditions which cannot be waived) and will be effective only to the extent specifically set out in that waiver. (b) To be effective any waiver of the breach or non-fulfilment of any condition in clause 3.1 (except conditions which cannot be waived) must be in writing and a copy of the waiver must be provided to the other parts prior to 8.00 am on the Second Court Date. (c) A waiver of a breach or non-fulfilment in respect of a Condition Precedent does not constitute: (i) a waiver of a breach or non-fulfilment of any other Condition Precedent arising from the same event; or (ii) a waiver of a breach or non-fulfilment of that Condition Precedent resulting from any other event. (d) A waiver of any condition in clause 3.1 precludes the party who has the benefit of the condition from suing the other party for any breach of this document that resulted from any breach or non-fulfilment of the condition.
Consultation on failure of Condition Precedent If: (a) there is a breach or non-fulfilment of a Condition Precedent which is not waived in accordance with this document by the time or date specified in this document for the satisfaction of the Condition Precedent; (b) there is an act, failure to act or occurrence which will prevent a Condition Precedent being satisfied by the time or date specified in this document for the satisfaction of the Condition Precedent (and the breach or non-fulfilment which would otherwise occur has not already been waived in accordance with this document);
Condition Precedent 3.1. This Agreement is subject to the fulfillment of the following two cumulative conditions within the time periods set forth in Sections 3.1.1 and 3.1.2 below (the “Condition Precedent”): 3.1.1. The Liquidation Court’s approval to the Realization of the Rights by way of the Receiver’s entry into this Agreement shall have been received within 30 days from the date of signing this Agreement. Insofar as this condition has not been satisfied by the aforesaid date (or within the extension period as stated in this Section 3.1.1 below), each of the Parties (SB Israel and the Receiver) shall be entitled, by giving written notice to the other Party not later than the last day for receipt of the Liquidation Court’s approval (i.e., the end of the initial 30-day period or, if applicable, the end of the then current extension period), to extend the period for receipt of such approval by additional periods of 30 days each, provided that (a) SB Israel shall not be entitled to extend the period for receipt of such approval to beyond 150 days from the date of signing this Agreement, and (b) the Receiver shall not be entitled to extend the period for receipt of such approval to beyond 90 days from the date of signing this Agreement. 3.1.2. The judgement of the Liquidation Court approving the Receiver’s entry into this Agreement has become final and binding and is no longer appealable. To the extent an appeal has been filed against the Liquidation Court’s ruling approving the Receiver’s entry into this Agreement, the period for satisfaction of the Condition Precedent shall be extended until the date on which a final determination is made by the Court, which is no longer appealable.
It is hereby clarified that all of the Parties’ obligations pursuant to this Agreement are contingent upon satisfaction of the Condition Precedent as detailed above, and to the extent that the Condition Precedent is not satisfied as per the above, the provisions set out in this Agreement (except for the provisions of Section 4.1 below) do not and will not have any effect and all representations and undertakings of the Parties under this Agreement shall be deemed null and void and without the need for any action by any party, and each party shall be entitled to raise any argument, demand or claim as if this Agreement never came into existence.
The redemption is subject to the satisfaction of the following condition precedent (the “Condition Precedent”): the consummation of one or more financings, on terms and conditions acceptable to Cinemark USA in its sole and absolute discretion, that, collectively, provide net proceeds sufficient to pay the Redemption Price in full on the 4.875% Notes and all fees and expenses related to such financings and the redemption. If the Condition Precedent is not satisfied as of the original Redemption Date, then, in Cinemark USA’s discretion, (i) if Cinemark USA provides written notice to the Trustee and the holders of the 4.875% Notes (each, a “Holder”) at any time prior to the original Redemption Date that the Condition Precedent will not be satisfied as of the original Redemption Date, then, the original Redemption Date may be delayed until such time as the Condition Precedent shall be satisfied (such delayed date of redemption, the “Delayed Redemption Date”), or (ii) such redemption may not occur and the Conditional Redemption Notice may be rescinded and of no force or effect for any purpose. Following the redemption, no 4.875% Notes will remain outstanding.
If the Condition Precedent has been satisfied, on and after the Redemption Date, interest on the 4.875% Notes will cease to accrue in accordance with the indenture governing the 4.875% Notes, unless Cinemark USA defaults in paying the Redemption Price, and the only remaining right of Holders of the 4.875% Notes will be to receive payment of the Redemption Price.
6. Condition Precedent. Notwithstanding anything to the contrary contained in this Agreement, Tenant and Landlord acknowledge and agree that the effectiveness of this Agreement shall be subject to the following condition precedent (“Condition Precedent”) having been satisfied: Landlord shall have entered into a lease agreement with a third party (“New Tenant”) on or before August 7, 2020, pursuant to which New Tenant agrees to lease the Premises, which lease agreement shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion. In the event that the Condition Precedent is not satisfied on or before August 7, 2020, either, Landlord or Tenant shall have the right to terminate this Agreement upon delivery of written notice to the other, in which case this Agreement shall be null and void and of no further force or effect, except for the immediately following paragraph of this Section 6 which shall survive such termination, and Landlord shall reimburse to Tenant the full amount of the Lease Modification Payment. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Condition Precedent to be satisfied.
Each of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the PIPE Proposal, the 2021 Plan Proposal, the Founder Plan Proposal and the Director Election Proposal (each as defined herein, and collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval of each of the other Condition Precedent Proposals.
1.11 “Condition Precedent Period”. Condition Precedent Period means the period of time beginning on the Effective Date and ending on October 30, 2020.
Therefore the Parties agree on the following: 1. Condition Precedent and Rescission 1.1 Fulfilment of Condition Precedent Making reference to Sec. 1.6 of the Rental Agreement, the Parties note that the competent public authority has issued an immediately executable building permit on March 26, 2019 which had been stated in the Rental Agreement as a condition precedent. A copy of this building permit is included in Annex 1.1 to this Addendum. The Landlord has informed the Tenant of the building permit’s issuance immediately on the same date. The Parties therefore note that the condition precedent stated under Sec. 1.6 of the Rental Agreement has been validly fulfilled. 1.2 Expiration of Right of Rescission Additionally, the Parties note that due to the timely fulfilment of the condition precedent the Parties’ mutual right of rescission stated in Section 1.7 of the Rental Agreement has expired and consequently no Party has a right to declare rescission pursuant to Section 1.7 of the Rental agreement.
A condition precedent is a contractual provision that requires a specific event or action to occur before a particular duty or obligation under a contract becomes effective. If the condition is not fulfilled, the associated contractual responsibility may be excused or postponed, and thus, the contract may not be enforceable.
You should use a condition precedent when you want to ensure that certain events or actions occur before a party is obligated to perform their duties under a contract. Conditions precedent are particularly useful in managing risk and providing clear expectations for both parties involved in the agreement. They can be used to safeguard interests in various scenarios, such as:
To write a condition precedent, clearly and precisely describe the event or action that must occur before a particular obligation is triggered. Use specific language to avoid ambiguity and ensure both parties fully understand the condition. A properly drafted condition precedent typically includes the following elements:
“The borrower shall not be obligated to disburse the loan funds until the borrower provides written confirmation of obtaining homeowners insurance covering the mortgaged property.”
Contracts that involve a sequential or conditional execution of obligations often contain conditions precedent. Common types of contracts with such clauses include:
By incorporating conditions precedent into contracts, parties can ensure that specific requirements are met before obligations are enforced, thus providing clarity and protection for the contractual relationship.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A condition subsequent is a contractual provision that terminates an ongoing obligation if a specified event occurs. Once the event specified in the condition subsequent takes place, the affected party is released from their contractual duties.
A confession of judgment clause is a contractual provision where a party agrees in advance to let the other party obtain a court judgment against them without notice or a hearing in the event of a default, effectively waiving their right to a trial. This clause is typically designed to expedite the collection process but can be controversial due to concerns over due process rights.
The Confidential Information clause typically outlines obligations regarding the handling and protection of sensitive data shared between parties in a contract. It specifies what constitutes confidential information, the duration of confidentiality, and any exceptions to these terms, ensuring proprietary or private information is not disclosed to unauthorized third parties.
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