Common use of CONDITIONS OF THE MERGER Clause in Contracts

CONDITIONS OF THE MERGER. Consummation of the Merger is subject to the satisfaction of the following conditions: (a) The Merger shall have received the approval of the holders of capital stock of each of the Constituent Corporations as required by their Charter or Articles of Incorporation and the Georgia Business Corporation Code. (b) There shall have been obtained an opinion or opinions of counsel satisfactory to the Board of Directors of AGL with respect to the tax consequences of the Merger and other transactions incident thereto. (c) There shall have been obtained all of the regulatory approvals and exemptions necessary, appropriate or desirable to be obtained prior to effectuating the Merger and the Restructuring (as defined), as such approvals and exemptions are described in the Proxy Statement related to AGL's 1996 Annual Meeting of Shareholders. (d) The Holdings Common Stock to be issued and to be reserved for issuance pursuant to the Merger shall have been approved for listing, upon official notice of issuance, by the New York Stock Exchange. (e) The Articles shall have been filed with the Secretary of State of the State of Georgia.

CONDITIONS OF THE MERGER. Consummation of the Merger is subject to the satisfaction of the following conditions: (a) The Merger shall have received the approval of the holders of capital stock of each of the Constituent Corporations as required by their Charter or Articles of Incorporation and the Georgia Business Corporation Code. (b) There shall have been obtained an opinion or opinions of counsel satisfactory to the Board of Directors of AGL with respect to the tax consequences of the Merger and other transactions incident thereto. (c) There shall have been obtained all of the regulatory approvals and exemptions necessary, appropriate or desirable to be obtained prior to effectuating the Merger and the Restructuring (as defined), as such approvals and exemptions are described in the Proxy Statement related to AGL's 1996 Annual Meeting of Shareholders. (d) The Holdings Common Stock to be issued and to be reserved for issuance pursuant to the Merger shall have been approved for listing, upon official notice of issuance, by the New York Stock Exchange. (e) The Articles shall have been filed with the Secretary Department of State of the State of Georgia.