Conditions Precedent to Consummation of the Sample Clauses

The 'Conditions Precedent to Consummation' clause defines the specific requirements or events that must be satisfied before a transaction or agreement can be finalized and take effect. Typically, these conditions may include obtaining regulatory approvals, securing necessary third-party consents, or ensuring that certain representations and warranties remain true up to the closing date. By setting out these prerequisites, the clause ensures that both parties are protected from proceeding with the transaction until all critical factors are addressed, thereby reducing risk and promoting certainty in the closing process.
Conditions Precedent to Consummation of the. REORGANIZATION ---------------------------------------------------------- This Plan is subject to, and consummation of the Reorganization is conditioned upon, the fulfillment prior to the Effective Date of the Reorganization of each of the following conditions: (a) Approval of the Plan by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Bank Common Stock; (b) The number of shares held by persons who have perfected dissenters' rights of appraisal pursuant to the Dissenters' Rights Provision shall not be deemed by the parties to this Plan to make consummation of this Plan inadvisable; (c) Procurement of all consents of, filings and registrations with, and notifications to all regulatory authorities required for consummation of the transactions contemplated by this Plan, and expiration of all waiting periods required by law; (d) Procurement of any action, consent, approval or ruling, governmental or otherwise, which is, or in the opinion of counsel for the Bank may be, necessary to permit or enable the Bank, upon and after the Reorganization, to conduct all or any part of the business and activities conducted by the Bank prior to the Reorganization; and (e) The receipt by the Bank of a written opinion of special counsel to the Bank that for federal income tax purposes, no gain or loss will be recognized by a Bank shareholder who exchanges his or her Bank Common Stock for Company Common Stock, as provided by this Plan.
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Conditions Precedent to Consummation of the. Restructuring The occurrence of the Plan Effective Date shall be subject to the following conditions precedent: (i) The Bankruptcy Court shall have (a) entered the Confirmation Order confirming the Plan, (b) entered an order approving the Disclosure Statement and RSA, and (c) entered the DIP Orders approving the DIP Facilities, and all such orders in (a) – (c) shall be consistent with the terms of the RSA in form and substance reasonably acceptable to the Required Consenting Lenders, and shall not be stayed, modified, revised, or vacated and shall not be subject to any pending appeal; (ii) The RSA shall remain in full force and effect and shall not have been terminated, and the parties thereto shall be in compliance therewith; (iii) The DIP Term Loan Facility and the DIP Revolving Loan Facility shall remain in full force and effect and shall not have been terminated, and the parties thereto shall be in compliance therewith (including, without limitation, the minimum liquidity covenants contained therein); (iv) The 2020 Term Loans have been indefeasibly repaid in full in cash; (v) The Plan Supplement, including any amendments, modifications, or supplements to the documents, schedules, or exhibits included therein shall have been filed with the Bankruptcy Court and be consistent with the RSA and this Term Sheet and otherwise reasonably acceptable to the Debtors and the Required Consenting Lenders; provided, that the corporate governance documents for the Reorganized Debtors shall comply with the terms set forth in the Governance Term Sheet and shall be acceptable solely to the Required Consenting 1L Lenders and the Required Consenting 2L Lenders; (vi) The conditions precedent to the effectiveness of the New 1L Term Loan Facility and the New 1L Revolving Facility shall have been satisfied or duly waived (including, without limitation, the minimum liquidity covenants contained therein); (vii) The structure, terms and conditions of the New Securitization Facility shall have been agreed as contemplated in the section “Post-Petition Securitized Debt Facility” above and the conditions precedent to the effectiveness of the New Securitization Facility shall have been satisfied or duly waived; (viii) Any and all requisite regulatory approvals, and any other authorizations, consents, rulings, or documents required to implement and effectuate the Plan shall have been obtained; (ix) Payment of all Consenting Lenders’ Professional Fees (as defined herein) and other amoun...
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Conditions Precedent to Consummation of the. MERGER Section 8.1. Conditions Precedent to Each Party's Obligation to Effect the Merger........................................ 76 Section 8.2. Conditions Precedent to Obligations of Dart.............. 77 Section 8.3. Conditions Precedent to Obligations of Richfood and Merger Subsidiary........................................ 78
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Conditions Precedent to Consummation of the. Plan The occurrence of the Plan Effective Date of the Plan shall be subject to the satisfaction of each of the following conditions precedent (each of which may not be waived without the consent of the Company, the Required First Lien Lenders and, solely with respect to the waiver of any condition precedent that adversely impacts the economic treatment provided on account of Second Lien Claims, the Required Second Lien Lenders, such consent not be unreasonably conditioned, delayed, or withheld): (a) The Bankruptcy Court will have entered the Confirmation Order, in form and substance reasonably acceptable to the Company, the
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Conditions Precedent to Consummation of the. Contribution. The obligations of the parties to consummate the Contribution ------------ shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions: (a) Final approval of the Contribution shall have been given by the Board of Directors of Parent in its sole discretion; and (b) The conditions precedent to the consummation of the IPO set forth in Section 3.4 hereof shall have been satisfied or waived pursuant to such ----------- Section 3.4. -----------
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Conditions Precedent to Consummation of the. MERGER Section 8.1. Conditions Precedent to Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions precedent: (a) The representations and warranties of Landmark contained in this Agreement (other than any representations and warranties made as of a specific date) shall be true and correct as of the Closing Date in all material respects (except to the extent any representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects), except as otherwise contemplated or permitted by this Agreement, and Parent shall have received a certificate to that effect dated the Closing Date and executed on behalf of Landmark by the chief executive officer. (b) Each of the covenants, agreements and obligations of Landmark to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time, and at the Closing, Landmark shall have delivered to Parent a certificate to that effect. (c) Parent shall have received the opinion of Hunton & ▇▇▇▇▇▇▇▇, counsel to Landmark, dated the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent and Parent’s counsel.
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Related to Conditions Precedent to Consummation of the

  • Conditions Precedent to Obligations to Consummate 9.1 Conditions to Obligations of Each Party. -------------------------------------------- The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6:

  • Conditions Precedent to Initial Transaction Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from the Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance: (i) The following Repurchase Documents delivered to the Buyer:

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • Conditions Precedent to Closing Date The obligation of each Lender to make an Advance on the Closing Date is subject to the satisfaction (or waiver in accordance with Section 9.01) of the following conditions: (a) The Effective Date shall have occurred. (b) If the Shire Acquisition is effected by way of a Scheme, the Administrative Agent shall have received: (i) a certificate of the Borrower signed by a director certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Shire; (2) the date on which the Court has sanctioned the Scheme and that the Court Order has been duly delivered to the Registrar in accordance with Article 125(3) of the Jersey Companies Law; (3) as to the satisfaction of each condition set forth in clauses (d), (e) (to the extent relating to the Scheme), (f) and (i) (to the extent relating to the Scheme) below; and (4) each copy of the documents specified in paragraphs (ii) and (iii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or to the extent not prohibited by the Loan Documents; and (ii) a copy of the Scheme Circular which is consistent in all material respects with the terms and conditions in the Press Release and the Scheme Resolutions, in each case, except to the extent changes thereto have been required pursuant to the City Code or required by the Panel or by a court of competent jurisdiction or are not prohibited by the Loan Documents. (c) If the Shire Acquisition is effected by way of a Takeover Offer, the Administrative Agent shall have received: (i) a certificate of the Borrower signed by a director certifying: (1) the date on which the Takeover Offer Document was posted to the shareholders of Shire; (2) as to the satisfaction of each condition set forth in clauses (d), (e) (to the extent relating to the Takeover Offer), (f) and (i) (to the extent relating to the Takeover Offer) below; (3) each copy of the documents specified in paragraph (ii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or are not prohibited by the Loan Documents; and (4) that the Takeover Offer has been declared unconditional in all respects without any material amendment, modification or waiver of the conditions to the Takeover Offer or of the Acceptance Condition except to the extent not prohibited by the Loan Documents. (ii) a copy of the Takeover Offer Document which is consistent in all material respects with the terms and conditions in the Offer Press Announcement, except to the extent changes thereto have been required pursuant to the City Code or required by the Panel or are permitted under the Loan Documents. (d) On the date of the applicable borrowing request and on the proposed date of such borrowing (x) no Certain Funds Default is continuing or would result from the proposed Borrowing and (y) all the Certain Funds Representations are true or, if a Certain Funds Representation does not include a materiality concept, true in all material respects. (e) Where the Shire Acquisition is to be implemented by way of a Scheme, each of the Shire Acquisition and the Company Merger shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in the case of the Shire Acquisition in all material respects in accordance with the terms and conditions of the Scheme Documents (it being understood that substantially concurrently shall include the payment for Scheme Shares being made and the Company Merger being consummated no more than two Business Days after the initial Advance hereunder) or, where the Shire Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer shall have become unconditional in accordance with the terms of the Offer Document and the shares in AbbVie NewCo to be issued to the Shire shareholders pursuant to the terms of the Takeover Offer have been issued and the former Shire shareholders have been registered as the owner of such shares in the register of members of AbbVie NewCo (as applicable) and as promptly as reasonably practicable thereafter the Company Merger shall be consummated, in each case, without giving effect to (and there shall not have been) any modifications, amendments, consents, requests or waivers by the Borrower (or its applicable affiliate) thereunder that are materially adverse to the interests of the Lenders, without the prior written consent of the Administrative Agent, except, in each case, to the extent such modifications, amendments, consents, requests or waivers have been required pursuant to the City Code or the Panel or are not prohibited by the Loan Documents. (f) All fees and other amounts due and payable by the Borrower, AbbVie and their Subsidiaries to the Arranger, the Administrative Agent and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced at least one Business Day prior to the Closing Date by the relevant person and to the extent such amounts are payable on or prior to the Closing Date. The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. (g) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of AbbVie NewCo and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income) (the “Pro Forma Financials”), it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Pro Forma Financials). (h) It is not illegal for any Lender to lend and there is no injunction, restraining order or equivalent prohibiting any Lender from lending its portion of the Advances or restricting the application of the proceeds thereof. (i) After giving effect to the consummation of the Scheme, or if the Shire Acquisition is implemented by way of a Takeover Offer after giving effect to the initial purchase of Shire Shares pursuant to the Takeover Offer, immediately after the Company Merger, the holders of Shire Shares immediately prior to the effectiveness of such Scheme or purchase pursuant to such Takeover Offer shall own equity interests in AbbVie NewCo representing more than 20.0% of both the voting interests of and value of AbbVie NewCo. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date as soon as practicable upon its occurrence, and such notice shall be conclusive and binding.

  • CONDITIONS TO CONSUMMATION OF THE MERGER 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: