Common use of Conditions Precedent to the Obligations of Each Party Clause in Contracts

Conditions Precedent to the Obligations of Each Party. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the additional conditions that (i) no temporary restraining order, preliminary or permanent injunction or other order by any United States federal or state court or governmental body prohibiting, preventing or materially restraining the consummation of the transactions contemplated by this Agreement shall have been issued and shall not have expired or been withdrawn or reversed; it being agreed that the parties shall use their commercially reasonable efforts to cause any such temporary restraining order, preliminary or permanent injunction or other order to be vacated or lifted as promptly as possible; (ii) there shall be no pending or threatened litigation or other proceeding seeking to prohibit, prevent or materially restrict or impose any material limitations on the consummation of such transactions; (iii) the shareholders of UXP shall have adopted this Agreement and approved the Merger in accordance with applicable law and the Charter Documents of UXP; and (iv) all approvals and authorizations of, filings and registrations with, and notifications to, all governmental authorities required for the consummation of the Merger, and for the prevention of any termination of any material right, privilege, license or agreement of either Parent or UXP, shall have been obtained or made and shall be in full force and effect and all waiting periods required by law shall have expired; provided, however, that none of the preceding in this clause (iv) shall be deemed obtained or made if it shall be subject to any condition or restriction the effect of which, together with any other such conditions or restrictions, could reasonably be expected to have a Material Adverse Effect on the surviving corporation or Parent after the Effective Time.

Conditions Precedent to the Obligations of Each Party. The obligations of each party GSI, CACI and CASub to consummate effect the transactions contemplated by this Agreement shall be subject to the additional conditions that (i) no temporary fulfillment at or prior to the Closing of the following conditions: 5.1.1 No injunction or restraining order, preliminary or permanent injunction or other order issued by any United States federal or state a court or governmental body prohibiting, preventing of competent jurisdiction that prohibits or materially restraining restricts the consummation of the transactions any transaction contemplated by this Agreement or any other material transaction contemplated by this Agreement shall be in effect, and no action or proceeding shall have been issued and commenced or threatened in writing seeking any injunction or restraining or other order that seeks to prohibit, restrain, invalidate or set aside consummation of the Acquisition. 5.1.2 There shall not have expired been any action taken, and no statute, rule or regulation shall have been withdrawn enacted, by any state or reversed; it being agreed federal government agency that the parties shall use their commercially reasonable efforts to cause any such temporary restraining order, preliminary or permanent injunction or other order to be vacated or lifted as promptly as possible; (ii) there shall be no pending or threatened litigation or other proceeding seeking to prohibit, prevent would prohibit or materially restrict or impose any material limitations on the consummation of such transactions; (iii) the shareholders of UXP shall have adopted this Agreement Acquisition. 5.1.3 All filings with and approved the Merger in accordance with applicable law notifications to, and the Charter Documents of UXP; and (iv) all approvals and authorizations of, filings third parties (including, without limitation, governmental entities and registrations with, and notifications to, all governmental authorities authorities) required for the consummation of the Merger, and for the prevention of any termination of any material right, privilege, license or agreement of either Parent or UXP, Acquisition shall have been made or obtained or made and all such approvals and authorizations obtained shall be effective and shall be in full force and effect and all not have been suspended, revoked or stayed by action of any governmental entity or authority. 5.1.4 All applicable waiting periods required by law shall have expired; provided(and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, howeveras amend▇▇, that none of the preceding in this clause (iv) shall be deemed obtained ▇▇▇▇▇ ▇▇▇▇ ▇xpired or made if it shall be subject to any condition or restriction the effect of which, together with any other such conditions or restrictions, could reasonably be expected to have a Material Adverse Effect on the surviving corporation or Parent after the Effective Timeotherwise been terminated.

Conditions Precedent to the Obligations of Each Party. The obligations of each party the parties hereto to consummate the transactions contemplated by this Agreement shall be are subject to the additional conditions that satisfaction or, if permitted by applicable Law, waiver of the following conditions: (ia) no temporary restraining court of competent jurisdiction shall have issued or entered any order, preliminary or permanent writ, injunction or decree, and no other order by Governmental Entity shall have issued any United States federal or state court or governmental body prohibitingorder, preventing or materially restraining which is then in effect and has the consummation effect of making the transactions contemplated by this Agreement shall have been issued and shall not have expired hereby illegal or been withdrawn or reversedotherwise prohibiting its consummation; it being agreed that the parties shall use their commercially reasonable efforts to cause any such temporary restraining order, preliminary or permanent injunction or other order to be vacated or lifted as promptly as possible; and (ii) there shall be no pending or threatened litigation or other proceeding seeking to prohibit, prevent or materially restrict or impose any material limitations on the consummation of such transactions; (iii) the shareholders of UXP shall have adopted this Agreement and approved the Merger in accordance with applicable law and the Charter Documents of UXP; and (ivb) all consents, approvals and authorizations of, filings and registrations with, and notifications to, all governmental authorities legally required for to be obtained to consummate the consummation of the Merger, and for the prevention of any termination of any material right, privilege, license or agreement of either Parent or UXP, transactions contemplated hereby shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or made and shall be in full force and effect and all waiting periods required by law shall have expired; provided, however, that none of the preceding in this clause (iv) shall be deemed obtained or made if it shall be subject to any condition or restriction the effect of which, together with any other such conditions or restrictions, could authorization would not reasonably be expected to have result in a Parent Material Adverse Effect on or a Company Material Adverse Effect; (c) the surviving corporation Parent Stockholder Approval shall have been duly approved and adopted by the stockholders of Parent by the requisite vote under the laws of the state of Delaware and the Parent’s organizational documents and an executed copy of an amendment to Parent's Certificate of Incorporation to change the existence of Parent to be perpetual shall have been filed with the Secretary of State of the State of Delaware to be effective as of the Closing; and (d) holders of twenty percent (20%) or more of the shares of Parent after Common Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Effective TimeClosing shall not have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with Parent’s organizational documents.