Conditions of All Parties to Closing Clause Samples

Conditions of All Parties to Closing. The respective obligations of each Party to sell and purchase the Transferred Shares and to consummate the transactions contemplated hereby are subject to the satisfaction or waiver, prior to or at the Closing, of each of the following conditions:

Conditions of All Parties to Closing. The respective obligations of each Party hereunder to consummate the transactions contemplated hereby shall be subject to the fulfillment (or, if legally permissible, mutual waiver by Parent and Purchaser), prior to or at the Closing, of the following conditions: (a) ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇. Any applicable waiting period under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated.

Conditions of All Parties to Closing. The respective obligations of each Party hereunder to consummate the transactions contemplated hereby shall be subject to the fulfillment or waiver, at or prior to the Closing Date, of the following conditions:

Conditions of All Parties to Closing. The respective obligations of each Party hereunder to consummate the transactions contemplated hereby shall be subject to the fulfillment (or, if legally permissible, mutual waiver by Seller and Purchaser), prior to or at the Closing, of the following conditions: (a)Regulatory Approvals. The regulatory approvals set forth in Section 7.1(a) of the Disclosure Letter shall have been received and shall be in full force and effect.

Conditions of All Parties to Closing. For the benefit of both Seller and the Purchasing Parties, the respective obligations of each Party to consummate the transactions contemplated hereby shall be subject to the fulfillment or waiver (in the sole discretion of Seller, on the one hand, and in the sole discretion of Parent, on behalf of the Purchasing Parties, on the other hand), at or prior to the Closing Date, of the following conditions: (a) The transactions provided by Section 2.1, Section 2.2 and Section 2.3 shall have been completed. (b) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which remains in effect that, in each case, prohibits consummation of the transactions contemplated by this Agreement.

Conditions of All Parties to Closing. The obligations of SLT, Sub and SIS to effect the Merger shall be, unless waived, subject to and conditioned upon satisfaction at or prior to the Effective Date of each of the following conditions: (a) The Boards of Directors of SIS and SLT, and the shareholders of SIS, shall have duly approved this Agreement and the Merger in accordance with Alabama and Delaware law and their respective Certificates of Incorporation and Bylaws. (b) A Certificate of Merger or the Merger Agreement and Officers' Certificates shall have been filed with the Secretary of States of the States of Delaware and Alabama. (c) Any and all consents to the consummation of the transactions contemplated by this Agreement required from third parties relating to contracts, licenses, leases and other instruments, material to the respective businesses of SLT and SIS shall have been obtained. (d) No temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the Merger shall have been issued by any federal or state court and remain in effect, and no litigation seeking the issuance of such an order or injunction, or seeking the imposition against SLT, the Surviving Corporation or SIS of substantial damages if the Merger is consummated, shall be pending which, in the good faith judgment of the Board of Directors of SLT or SIS (acting upon advice of their respective outside counsel) has a reasonable probability of resulting in such order, injunction or damages. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such order or injunction lifted. (e) No statute, rule or regulation shall have been enacted by the government of the United States or any state or agency thereof which would make the consummation of the Merger illegal. (f) There shall be no pending or threatened litigation against either SLT or SIS or against their officers or directors which may have a material adverse effect on SLT or the Surviving Corporation after the Merger.