CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER Sample Clauses
CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. This Agreement is subject to, and consummation of the Merger is conditioned upon, the fulfillment as of the Effective Date of each of the following conditions: Approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding voting shares of Peoples Stock; and All the terms, covenants, agreements, obligations and conditions of the Agreement and Plan of Reorganization (the "Acquisition Agreement") of even date herewith by and between Peoples and United to be complied with, satisfied and performed on or prior to the Closing Date (as defined therein), shall have been complied with, satisfied and performed in all material respects unless accomplishment of such covenants, agreements, obligations and conditions has been waived by the party benefited thereby.
CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Section 7.1. Conditions Precedent to Each Party's Obligation to Effect the Merger. The respective obligation of each party to consummate the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions precedent:
(a) this Agreement shall have been approved and adopted by the affirmative vote of the shareholders of NCNG holding a majority of the shares of outstanding NCNG Common Stock entitled to vote at the Special Meeting.
(b) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority which prohibits the consummation of the Merger; provided, however, that the parties hereto shall use their best efforts to have any such order, decree or injunction vacated or reversed;
(c) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect;
(d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired;
(e) all consents, authorizations, orders, permits and approvals for (or registrations, declarations or filings with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on CP&L or NCNG following the Effective Time.
(f) the parties hereto shall have received the opinion of Hunton & ▇▇▇▇▇▇▇▇ (dated the date of the Effective Time and based on customary assumptions and certificates) to the effect that, for United States federal income tax purposes, the Merger will constitute a "reorganization" under Section 368(a) of the Code;
(g) the shares of CP&L Common Stock required to be issued hereunder shall have been approved for listing on the NYSE, subject to official notice of issuance; and
(h) NCNG and CP&L shall have received a letter from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Deloitte & Touche, LLP, dated the Effective Time, addressed to and in form and substance reasonably satisfactory to NCNG and CP&L, stating that the Merger will qualify as a "pooling of interests" transaction under GAAP.
CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Section 8.1. Conditions Precedent to Each Party's Obligation to Effect --------------------------------------------------------- the Merger. The respective obligation of each party to consummate the Merger is ---------- subject to the - 76 - satisfaction at or prior to the Effective Time of the following conditions precedent:
(a) this Agreement and the Merger shall have been approved and adopted by the affirmative vote of the holders of a majority of Shares entitled to vote thereon if such vote is required under the DGCL;
(b) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any United States court of competent jurisdiction or any United States Governmental Authority which prohibits the consummation of the Merger; provided, however, that the parties hereto shall use their best efforts -------- ------- to have any such order, decree or injunction vacated or reversed; and
(c) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, all applicable requirements of the Exchange Act shall have been satisfied and any applicable filings under state securities, "Blue Sky" or takeover laws shall have been made.
CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Section 7.1.
CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. 7.1. Conditions Precedent to Each Party's Obligation to Effect the Merger.39 7.2. Conditions Precedent to Obligations of NCNG..........................40 7.3. Conditions Precedent to Obligations of CP&L..........................41
CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Conditions Precedent to Each Party's Obligation to Effect the Merger.....................................41 Section 7.2 Conditions Precedent to Obligation of Parent and Merger Sub to Effect the Merger...............................41 Section 7.3 Conditions Precedent to Obligation of Target to Effect the Merger........................................42 ARTICLE VIII TERMINATION; AMENDMENT; WAIVER
CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Consummation of the Merger herein provided for is conditioned upon (a) receipt of all necessary consents to the Merger from applicable regulatory authorities, (b) approval of the Agreement by Allied, as sole shareholder of First National.
CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. This Agreement is subject to, and consummation of the Merger is conditioned upon, the fulfillment as of the Effective Date of each of the following conditions:
(a) Approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding voting shares of Holding Company Stock; and
(b) All the terms, covenants, agreements, obligations and conditions of the Agreement and Plan of Reorganization (the "ACQUISITION AGREEMENT") of even date herewith by and between Holding Company, ▇▇▇▇▇▇▇▇▇ Banking Company and SGFC to be complied with, satisfied and performed on or prior to the Closing Date (as defined therein), shall have been complied with, satisfied and performed in all material respects unless accomplishment of such covenants, agreements, obligations and conditions has been waived by the party benefited thereby.
CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. This Agreement is subject to, and consummation of the Merger is conditioned upon, the fulfillment as of the Effective Date of each of the following conditions:
(a) Approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding voting shares of Americorp.
(b) Receipt of such consents, authorizations and approvals from any and all governmental authorities, bodies or agencies having jurisdiction over the transactions contemplated by this Agreement, including, but not limited to the Department of Banking and Finance of the State of Georgia, and the expiration of all applicable waiting or similar periods required by law.
(c) Americorp shall have received from ▇▇▇▇▇▇▇▇▇▇ & Cody their opinion, in form and substance reasonably satisfactory to Americorp, to the effect that:
(i) The merger of Americorp with and into BCG and the issuance of shares of BCG Stock in connection therewith, as described herein, will constitute a tax-free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.
(ii) No gain or loss will be recognized by holders of Americorp Common Stock upon the exchange of such stock for BCG Stock as a result of the Merger.
(iii) The tax basis of the BCG Stock received by shareholders of Americorp pursuant to the Merger will be the same as the tax basis of the shares of Americorp Common Stock exchanged therefor.
(iv) The holding period of the shares of BCG Stock received by the Americorp shareholders will include the holding period of the shares of Americorp Common Stock exchanged therefor, provided that such Americorp Common Stock is held as a capital asset on the date of consummation of the Merger.
(d) The Secretary of State of Georgia shall have issued a Certificate of Merger with respect to the Merger.
(e) BCG shall have filed with the Securities and Exchange Commission a registration statement (the BCG Registration Statement ) under the Securities Act of 1933, as amended, on Form S-4 or some other appropriate form covering the issuance of shares of BCG Stock to the shareholders of Americorp pursuant to this Agreement, and the BCG Registration Statement shall have been declared effective, and all applicable waiting or similar periods required by law shall have expired.
(f) All consents to the Merger that are required to be secured from any party pursuant to any agreement with BCG, Americorp or any of their respective subsidiaries shall have been received.
CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. 7.1 Conditions to Each Party's Obligations to Effect the Merger . . . .