Common use of Conditions Precedent to Obligations of the Parties Clause in Contracts

Conditions Precedent to Obligations of the Parties. The respective obligations of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) No Injunction, etc. No Legal Requirement of any Authority shall be in effect which materially restrains, enjoins or otherwise prohibits (i) the transactions contemplated hereby; or (ii) the ownership by the Purchaser (including enjoyment of any rights relating thereto) of the Company Securities at and after the Closing; and no Proceeding seeking any such Legal Requirement shall be pending; provided, that before any determination is made to the effect that this condition has not been satisfied, each Party shall use commercially reasonable efforts to have such Legal Requirement lifted, vacated or dismissed.