CONDITIONS PRECEDENT TO THE MERGER Clause Samples

CONDITIONS PRECEDENT TO THE MERGER. Section 6.1 Conditions to Each Party's Obligation 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:

CONDITIONS PRECEDENT TO THE MERGER. Section 6.1 Conditions to Each Party's Obligation to Effect the Merger.....

CONDITIONS PRECEDENT TO THE MERGER. The obligations of the parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

CONDITIONS PRECEDENT TO THE MERGER. Consummation of the Merger is subject to and conditioned upon the following: (a) Approval, ratification and confirmation of this Agreement and the Merger Agreement by the shareholders of the Bank in accordance with applicable provisions of law; (b) Procuring all other consents and approvals and satisfying all other requirements, prescribed by law or otherwise, which are necessary for the Merger to be consummated, including without limitation: (i) approval from the Federal Deposit Insurance Corporation, the Commissioner of Financial Institutions of the State of California, and the Board of Governors of the Federal Reserve System; and (ii) approval (if required) of the California Commissioner of Corporations under the California Corporate Securities Law of 1968, and securities administrators of other applicable jurisdictions, with respect to the securities of the Holding Company issuable upon consummation of the Merger; (c) Receipt and continued effectiveness at the Effective Time (unless waived by each of the parties hereto) of an opinion of counsel and/or accountants to the effect that neither the Merger nor the Exchange nor any of the other transactions contemplated hereby or by the Merger Agreement will result in any taxable gain or loss for the parties hereto or the shareholders of the Bank; (d) Procuring all consents or approvals, governmental or otherwise, which in the opinion of counsel for the Bank are or may be necessary to permit or to enable the Bank to conduct, upon and after the Merger, all or any part of the businesses and other activities that the Bank engages in immediately prior to the Merger, in the same manner and to the same extent that the Bank engaged in such businesses and other activities immediately prior to the Merger; and (e) Performance by each of the parties hereto, in all material respects, of all of their respective obligations under this Agreement and the Merger Agreement which are to be performed prior to the consummation of the Merger.

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Conditions to Each Parties Obligations to Effect the Merger. The respective obligations of First Federal and Frankfort First to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing and as of the Effective Time of the following conditions precedent:

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Conditions to Each Party’s Obligation To Effect the Merger. The obligations of the parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions: (a) If the adoption of this Agreement by the stockholders of the Company is required by applicable Legal Requirements, this Agreement shall have been duly adopted by the Required Company Stockholder Vote. (b) (i) the waiting period applicable to the Merger under the HSR Act shall have expired or been terminated and (ii) all approvals, filings, or waiting periods under the Antitrust Laws set forth in Part 7.1(b) of the Company Disclosure Schedule required to consummate the Merger shall have been obtained or filed or shall have expired or been terminated, in each case as set forth in Part 7.1(b) of the Company Disclosure Schedule. (c) Unless the Offer Termination shall have occurred, Merger Sub shall have accepted for payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer; provided, however, that neither Parent nor Merger Sub shall be entitled to assert the failure of this condition if, in breach of this Agreement or the terms of the Offer, Merger Sub fails to purchase any Shares validly tendered (and not validly withdrawn) pursuant to the Offer. (d) There shall not have been issued by any court of competent jurisdiction or remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any action have been taken, or any Legal Requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Body which directly or indirectly prohibits, or makes illegal, the acceptance for payment of or payment for Shares or the consummation of the Merger; provided, however, that a party shall not be permitted to invoke this Section 7.1(d) unless it shall have taken all actions required under this Agreement to have any such order lifted.

CONDITIONS PRECEDENT TO THE MERGER. Section 6.1 Conditions to Each Party's Obligation to Effect the Merger.......................................................49 Section 6.2 Conditions to Obligation of the Company to Effect the Merger.......................................................50 Section 6.3 Conditions to Obligations of Parent and Sub to Effect the Merger.......................................................51

CONDITIONS PRECEDENT TO THE MERGER. Section 6.1 Conditions to Each Party's Obligation to Effect the Merger 49 Section 6.2 Conditions to Obligation of the Company to Effect the Merger 50 Section 6.3 Conditions to Obligations of Parent and Sub to Effect the Merger 52

CONDITIONS PRECEDENT TO THE MERGER. Consummation of the merger is conditional upon: (a) Approval of this Merger Agreement by the shareholders of Bank and Subsidiary, as required by law; (b) Obtaining all other consents and approvals, and the satisfaction of all other requirements prescribed by law which are necessary for consummation of the merger, including, but not limited to, approval of the FDIC, the Commissioner and the Board of Governors of the Federal Reserve System; (c) Obtaining all consents or approvals, governmental or otherwise, which are, or in the opinion of counsel for Bank may be, necessary to permit or enable the Surviving Corporation, upon and after the merger, to conduct all or any part of the business and activities of Bank up to the time of the merger, in the manner in which such activities and business are then conducted; (d) Bank’s obtaining for Holding Company, prior to the Effective Date, a letter, in form and substance satisfactory to Holding Company’s counsel, signed by each person who is an “affiliate” of Bank for purposes of Rule 145 of the Securities and Exchange Commission to the effect that: (i) such person will not dispose of any shares of Holding Company’s common stock to be received pursuant to the merger, in violation of the Securities Act or the rules and regulations of the SEC promulgated thereunder, or in any event prior to such time as financial results covering at least 30 days of post-merger combined operations have been published; and (ii) such person consents to the placing of a legend on the certificate(s) evidencing such shares referring to the issuance of such shares in a transaction to which Rule 145 is applicable and to giving of stop-transfer instructions to Holding Company’s transfer agent with respect to such certificate(s); and (e) Performance by each party hereto of all of its obligations hereunder to be performed prior to the merger becoming effective.