CONDITIONS OF THE MERGER. SECTION 7.1. Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) This Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company in accordance with the Company's Certificate of Incorporation and Delaware Law. (b) The Company and Transworld shall have received evidence, in form and substance reasonably satisfactory to Transworld, that such licenses, permits, consents, approvals, authorizations, qualifications, orders of governmental authorities, and third parties as are required in connection with the consummation of the transactions contemplated hereby or necessary to conduct the business of the Company and its Subsidiaries as presently conducted have been obtained and are in full force and effect other than those which, if not obtained, would not, either individually or in the aggregate, have a Material Adverse Effect on Transworld or the Company. (c) Any applicable waiting period under the HSR Act shall have expired or been terminated. (d) At the Effective Time, there shall be no effective injunction, writ, or preliminary restraining order or any order of any nature issued by a court or governmental agency of competent jurisdiction directing that the transactions provided for herein not be consummated as herein provided. (e) The Company shall have received from NatWest a written opinion addressed to the Company, for inclusion in the Definitive Proxy Material, that the Merger Consideration is fair, from a financial point of view, to the stockholders of the Company. SECTION 7.2. Additional Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is also subject to each of the following conditions: (a) Each of Transworld and Newco shall in all material respects have performed each obligation to be performed by it hereunder on or prior to the Effective Time. (b) The representations and warranties of each of Transworld and Newco set forth in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except for changes contemplated by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date. (c) The Company shall have received a certificate of Transworld, dated the Closing Date, signed by the Chief Executive Officer of Transworld, to the effect that, to the best of the knowledge, information, and belief of such officer, the conditions specified in Section 7.2(a) and (b) have been fulfilled. (d) The Company shall have received an opinion from Proskauer ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, counsel to Transworld and Newco, dated the Closing Date, in form and substance reasonably satisfactory to the Company as to (i) the valid existence and good standing of Transworld and Newco in their respective jurisdictions of incorporation, (ii) the corporate power and authority of Transworld and Newco to own their properties and to conduct their business, (iii) the corporate power and authority of Transworld and Newco to execute and deliver this Agreement and the due authorization thereof, (iv) the due execution and delivery and enforceability of this Agreement, (v) the absence of conflicts with the charter, bylaws or material agreements of Transworld and Newco, (vi) the absence of material consents or approvals required to consummate the transactions contemplated by this Agreement, and (vii) the absence of litigation regarding the transaction. (e) All actions, proceedings, instruments, and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for the Company and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as it shall have reasonably requested.
Appears in 1 contract
CONDITIONS OF THE MERGER. SECTION 7.1. Conditions to Obligations of Each Party to Effect ------------------------------------------------- the Merger. ----------- The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
(a) This Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company in accordance with the Company's Certificate of Incorporation and Delaware Law.
(b) The Company and Transworld shall have received evidence, in form and substance reasonably satisfactory to Transworld, that such licenses, permits, consents, approvals, authorizations, qualifications, orders of governmental authorities, and third parties as are required in connection with the consummation of the transactions contemplated hereby or necessary to conduct the business of the Company and its Subsidiaries as presently conducted have been obtained and are in full force and effect other than those which, if not obtained, would not, either individually or in the aggregate, have a Material Adverse Effect on Transworld or the Company.
(c) Any applicable waiting period under the HSR Act shall have expired or been terminated.
(d) At the Effective Time, there shall be no effective injunction, writ, or preliminary restraining order or any order of any nature issued by a court or governmental agency of competent jurisdiction directing that the transactions provided for herein not be consummated as herein provided.
(e) The Company shall have received from NatWest a written opinion addressed to the Company, for inclusion in the Definitive Proxy Material, that the Merger Consideration is fair, from a financial point of view, to the stockholders of the Company.
SECTION 7.2. Additional Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is also subject to each of the following conditions:
(a) Each of Transworld and Newco shall in all material respects have performed each obligation to be performed by it hereunder on or prior to the Effective Time.
(b) The representations and warranties of each of Transworld and Newco set forth in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except for changes contemplated by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date.
(c) The Company shall have received a certificate of Transworld, dated the Closing Date, signed by the Chief Executive Officer of Transworld, to the effect that, to the best of the knowledge, information, and belief of such officer, the conditions specified in Section 7.2(a) and (b) have been fulfilled.
(d) The Company shall have received an opinion from Proskauer ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, counsel to Transworld and Newco, dated the Closing Date, in form and substance reasonably satisfactory to the Company as to (i) the valid existence and good standing of Transworld and Newco in their respective jurisdictions of incorporation, (ii) the corporate power and authority of Transworld and Newco to own their properties and to conduct their business, (iii) the corporate power and authority of Transworld and Newco to execute and deliver this Agreement and the due authorization thereof, (iv) the due execution and delivery and enforceability of this Agreement, (v) the absence of conflicts with the charter, bylaws or material agreements of Transworld and Newco, (vi) the absence of material consents or approvals required to consummate the transactions contemplated by this Agreement, and (vii) the absence of litigation regarding the transaction.
(e) All actions, proceedings, instruments, and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for the Company and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments and documents as it shall have reasonably requested.
Appears in 1 contract