A Variant Form of Language of Policy Used to Express a Condition

Check out use of is conditioned upon in this example plucked fresh from EDGAR (emphasis added):

Each Delta Stockholder hereby acknowledges and agrees that the consummation of the transactions contemplated by the Merger Agreement and the Wildlife Merger Agreement is conditioned upon, and predicated on, such Delta Stockholder making any filings required pursuant to the HSR Act in connection with the transactions contemplated by the Wildlife Merger Agreement and the Merger Agreement, and obtaining expiration or termination of any applicable waiting periods thereunder.

What we have here is a variant form of using language of policy to express a condition.

Below are the two examples used in table 12 (Expressing Conditions Using Language of Policy) of chapter 3 in A Manual of Style for Contract Drafting. I’ve added a third featuring is conditioned upon.

• It is a condition to Tanaka’s employment as the Company’s chief financial officer that Tanaka has settled the Litigation.
• Tanaka’s employment as the Company’s chief financial officer is subject to satisfaction of the condition that Tanaka has settled the Litigation.
• Tanaka’s employment as the Company’s chief financial officer is conditioned upon Tanaka settling the Litigation.

I first noticed is conditioned upon a couple of days ago. My rooting around on EDGAR has shown me that instances of is [and are] conditioned upon [and on] occur way more often than it is a condition to … that. I’m inclined to stick with it is a condition to … that as being simpler, but I’m open to other views.

Are you new to the categories of contract language? Go to this 2023 blog post for a link to my “quick reference” chart.