Common use of Conditions to All Parties’ Obligations Clause in Contracts

Conditions to All Parties’ Obligations. Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date: (a) Approval by Regulatory Authorities; Disadvantageous Conditions. (i) The Merger and other transactions described in this Agreement shall have been approved, to the extent required by law, by the Virginia Bureau, the OCC, and the FRB, and by all other Regulatory Authorities having jurisdiction over such transactions; (ii) no Regulatory Authority shall have objected to or withdrawn its approval of such transactions or imposed any condition on such transactions or its approval thereof, which condition is reasonably deemed by MFC to so adversely impact the economic or business benefits of this Agreement to MFC and MountainBank as to render it inadvisable for it to consummate the Merger; (iii) the 15-day or 30-day waiting period, as applicable, required following necessary approvals by the FRB for review of the transactions described herein by the United States Department of Justice shall have expired, and, in connection with any such review, no objection to the Merger shall have been raised; and (iv) all other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the transactions contemplated herein shall have been procured.

Conditions to All Parties’ Obligations. Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date: (a) Approval by Regulatory Authorities; Disadvantageous Conditions. (i) The the Merger and other transactions described in this Agreement shall have been approved, to the extent required by law, by the Virginia BureauFDIC, the OCCFRB, and the FRBCommissioner, the Commission, and by all other Regulatory Authorities having jurisdiction over such transactions; (ii) no Regulatory Authority shall have objected to or withdrawn its approval of such transactions or imposed any condition on such transactions or its approval thereof, which condition is reasonably deemed by MFC Mutual or Bancorp to so adversely impact the economic or business benefits of this Agreement to MFC and MountainBank Mutual or Bancorp as to render it inadvisable for it Mutual or Bancorp to consummate the Merger; (iii) the 15-day or 30-day waiting period, as applicable, required following necessary approvals the approval by the FDIC and/or the FRB for review of the transactions described herein by the United States Department of Justice shall have expired, and, in connection with any such review, no objection to the Merger shall have been raised; and (iv) all other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the transactions contemplated herein shall have been procured.

Conditions to All Parties’ Obligations. Notwithstanding any other -------------------------------------- provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:. (a) Approval by Regulatory Authorities; Disadvantageous Conditions.. -------------------------------------------------------------- (i) The Merger, the Bank Merger and other transactions described in this Agreement shall have been approved, to the extent required by law, by the Virginia BureauFDIC, the OCCFRB, and the FRBCommissioner, the Commission, and by all other Regulatory Authorities having jurisdiction over such transactions; (ii) no Regulatory Authority shall have objected to or withdrawn its approval of such transactions or imposed any condition on such transactions or its approval thereof, which condition is reasonably deemed by MFC HC Financial or Yadkin to so adversely impact the economic or business benefits of this Agreement to MFC and MountainBank HC Financial, High Country or Yadkin as to render it inadvisable for it HC Financial, High Country or Yadkin to consummate the Merger or the Bank Merger; (iii) the 15-day or 30-day waiting period, as applicable, required following necessary approvals by the FDIC and the FRB for review of the transactions described herein by the United States Department of Justice shall have expired, and, in connection with any such review, no objection to the Merger or the Bank Merger shall have been raised; and (iv) all other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the transactions contemplated herein shall have been procured.

Conditions to All Parties’ Obligations. Notwithstanding any other provision of this Agreement to the contrary, the The obligations of each of the parties to this Agreement Parent, MergerCo and the Company to consummate the transactions described herein shall be conditioned upon Closing under this Agreement are subject to the satisfaction (or, if permitted by applicable Laws, waiver by the party for whose benefit such condition exists in accordance with Section 11.1), at or prior to the Closing, of each all of the following conditions precedent on conditions: (a) The Transaction shall not be prohibited by any applicable Laws or Orders, and all necessary filings, if any, pursuant to the HSR Act or any other applicable antitrust Laws shall have been made, all applicable waiting periods thereunder shall have expired or been terminated and all other authorizations, consents, orders, and approvals of Governmental Entities necessary for the consummation of the transactions shall be obtained. (b) No claim, action, cause of action or suit, inquiry, proceeding or investigation shall have been instituted at or prior to the Closing Date: (a) Approval by Regulatory Authorities; Disadvantageous Conditionsany Governmental Entity, relating to this Agreement or the Transaction, which is in effect and has the effect of making the Transaction illegal, otherwise restraining or prohibiting consummation of the Transaction or causing the Transaction to be rescinded following completion thereof. (ic) The Merger Company shall have obtained and other transactions described in this Agreement delivered to Parent the Stockholder Consent from the Requisite Stockholders, which consent shall have been approved, to the extent required by law, by the Virginia Bureau, the OCC, duly and validly executed and delivered (and not withdrawn or revoked) in accordance with Delaware Law and the FRB, and by all other Regulatory Authorities having jurisdiction over such transactions; (ii) no Regulatory Authority shall have objected to or withdrawn its approval of such transactions or imposed any condition on such transactions or its approval thereof, which condition is reasonably deemed by MFC to so adversely impact the economic or business benefits of this Agreement to MFC and MountainBank as to render it inadvisable for it to consummate the Merger; (iii) the 15-day or 30-day waiting period, as applicable, required following necessary approvals by the FRB for review Organizational Documents of the transactions described herein by the United States Department of Justice shall have expired, and, in connection with any such review, no objection to the Merger shall have been raised; and (iv) all other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the transactions contemplated herein shall have been procuredCompany.

Conditions to All Parties’ Obligations. Notwithstanding any other provision of this Agreement to the contrary, the obligations The obligation of each of the parties to this Agreement Company, Seller, Parent, Merger Sub and Purchaser to consummate the transactions described herein shall be conditioned upon contemplated by this Agreement is subject to the satisfaction of each of the following conditions precedent on or as of immediately prior to the Closing DateClosing: (a) Approval by Regulatory Authorities; Disadvantageous Conditions. (i) The Merger and other transactions described in this Agreement shall have been approved, to the extent required by law, by the Virginia Bureau, the OCC, and the FRB, and by all other Regulatory Authorities having jurisdiction over such transactions; (ii) no Regulatory Authority shall have objected to or withdrawn its approval of such transactions or imposed any condition on such transactions or its approval thereof, which condition is reasonably deemed by MFC to so adversely impact the economic or business benefits of this Agreement to MFC and MountainBank as to render it inadvisable for it to consummate the Merger; (iii) the 15-day or 30-day waiting period, as applicable, required following necessary approvals by the FRB for review of the transactions described herein by the United States Department of Justice shall have expired, and, in connection with any such review, no objection to the Merger shall have been raised; and (iv) all other consents, approvals and permissions, and waiting periods under any Other Antitrust Regulations that are required for the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out consummation of the transactions contemplated herein hereby and set forth on Schedule 5.14 shall have been procuredreceived and remain in effect (in the case of approvals) or expired, waived or been terminated (in the case of waiting periods); (b) without prejudice to the generality of Section 3.03(a), the United Kingdom Secretary of the State shall have granted approval of the transactions contemplated by this Agreement in accordance with section 13(2) NSIA or otherwise provided written confirmation to the parties that such approval is not required; (c) no final, binding and non-appealable injunction, order, judgment, decision, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body after the date hereof enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (d) Parent shall have received the Requisite Vote at the Stockholders Meeting; and (e) this Agreement shall not have been validly terminated in accordance with Section 9.01.

Conditions to All Parties’ Obligations. Notwithstanding any other provision of this Agreement to the contrary, the The obligations of each of all the parties to this Agreement to consummate effect the transactions described herein Acquisition shall be conditioned upon subject to the satisfaction of each fulfillment of the following conditions precedent on or prior to the Closing Dateconditions: (a) Approval No temporary restraining order, preliminary or permanent injunction or other order or restraint issued by Regulatory Authorities; Disadvantageous Conditionsany court of competent jurisdiction, no order, decree, restraint or pronouncement by any Governmental Entity, and no other legal restraint or prohibition which would prevent or have the effect of preventing the consummation of the Acquisition shall have been issued or adopted or be in effect. (ib) The Merger All material permits, approvals, filings and other transactions described in this Agreement shall have been approvedconsents required or advisable to be obtained or made, and all waiting periods required or contemplated to expire, prior to the extent required by law, by consummation of the Virginia Bureau, Acquisition under applicable federal laws of the OCC, and the FRB, and by all other Regulatory Authorities United States or applicable laws of any state or foreign country having jurisdiction over such transactions; (ii) no Regulatory Authority shall have objected to or withdrawn its approval of such transactions or imposed any condition on such transactions or its approval thereof, which condition is reasonably deemed by MFC to so adversely impact the economic or business benefits of this Agreement to MFC and MountainBank as to render it inadvisable for it to consummate the Merger; (iii) the 15-day or 30-day waiting period, as applicable, required following necessary approvals by the FRB for review of the transactions described herein by the United States Department of Justice shall have expired, and, in connection with any such review, no objection to the Merger shall have been raised; and (iv) all other consents, approvals and permissions, Acquisition and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the other transactions contemplated herein shall have been procuredobtained, made or expired, as the case may be (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the "REQUISITE REGULATORY APPROVALS"), and all such Requisite Regulatory Approvals shall be in full force and effect. (c) All shares of TASA Common Stock held by TASA International NV Curacao shall be transferred to TASA prior to the Closing.

Conditions to All Parties’ Obligations. Notwithstanding any other provision of this Agreement to the contrary, the The obligations of each of Buyer and the parties to this Agreement Seller Group Members to consummate the transactions described herein shall be conditioned upon Closing under this Agreement are subject to the satisfaction or, if permitted by applicable Laws, waiver by the Party for whose benefit such condition exists in accordance with Section 12.4, at or prior to the Closing, of each all of the following conditions precedent on conditions: (a) The transactions contemplated by this Agreement shall not be prohibited by any applicable Laws. (b) No Order shall have been instituted at or prior to the Closing Date: (a) Approval by Regulatory Authorities; Disadvantageous Conditionsany Government, relating to this Agreement or the transactions contemplated by this Agreement or having the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of the transaction contemplated by this Agreement, or causing the transaction contemplated by this Agreement to be rescinded following completion thereof. (ic) The Merger and other transactions described in this Agreement All Government consents shall have been approved, obtained and any applicable waiting periods in respect thereof (and any extensions thereof and any timing agreement entered into with a Government to delay or not consummate the transactions contemplated by this Agreement) under the HSR Act with respect to the extent required by law, by the Virginia Bureau, the OCCtransactions contemplated hereby shall have expired or been terminated, and the FRBall consents, and by all clearances, waivers, approvals, or authorizations under any other Regulatory Authorities having jurisdiction over such transactions; (ii) no Regulatory Authority shall have objected to or withdrawn its approval of such transactions or imposed any condition on such transactions or its approval thereof, which condition is reasonably deemed by MFC to so adversely impact the economic or business benefits of this Agreement to MFC and MountainBank as to render it inadvisable for it to consummate the Merger; (iii) the 15-day or 30-day waiting period, as applicable, required following necessary approvals by the FRB for review of the transactions described herein by the United States Department of Justice shall have expired, and, in connection with any such review, no objection to the Merger Antitrust Law shall have been raised; and (iv) all other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law granted or regulation, necessary to the carrying out of the transactions contemplated herein shall have been procuredobtained.

Conditions to All Parties’ Obligations. Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date: (a) Approval by Regulatory AuthoritiesA. APPROVAL BY GOVERNMENTAL REGULATORY AUTHORITIES; Disadvantageous ConditionsNO DISADVANTAGEOUS CONDITIONS. (i) The Merger and other transactions described in this Agreement herein shall have been approved, to the extent required by law, by the Virginia BureauOTS, the OCCFDIC, and the FRBWest Virginia Board, and by all other Regulatory Authorities governmental or regulatory agencies or authorities having jurisdiction over such transactions; ; (ii) no Regulatory Authority No governmental or regulatory agency or authority shall have objected to or withdrawn its approval of such transactions the Merger or imposed any condition on such transactions the Merger or conditioned its approval thereof, which condition is reasonably deemed by MFC NewCo to be materially disadvantageous or burdensome or to so materially adversely impact the economic or business benefits of this Agreement to MFC and MountainBank NewCo as to render it inadvisable for it to consummate the Merger; ; (iii) the 15-day or 30-day All waiting period, as applicable, periods required following necessary approvals by the FRB for review of the transactions described herein Merger by regulatory agencies and by the United States Department of Justice shall have expired, and, in connection with any such review, no objection to the Merger shall have been raised; and and (iv) all All other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the transactions Merger contemplated herein shall have been procured.

Conditions to All Parties’ Obligations. Notwithstanding any other provision of this Agreement to the contrary, the The obligations of each of all the parties to this Agreement to consummate effect the transactions described herein Merger shall be conditioned upon subject to the satisfaction of each fulfillment of the following conditions precedent on or prior to the Closing Dateconditions: (a) Stockholder Approval by Regulatory Authorities; Disadvantageous Conditionsfrom the stockholders of each of the Company and GoodAero shall have been obtained. (ib) The Merger and No temporary restraining order, preliminary or permanent injunction or other transactions described in this Agreement shall have been approvedorder or restraint issued by any court of competent jurisdiction, to the extent required no order, decree, restraint or pronouncement by law, by the Virginia Bureau, the OCCany Governmental Entity, and no other legal restraint or prohibition which would prevent or have the FRB, and by all other Regulatory Authorities having jurisdiction over such transactions; (ii) no Regulatory Authority shall have objected to or withdrawn its approval effect of such transactions or imposed any condition on such transactions or its approval thereof, which condition is reasonably deemed by MFC to so adversely impact preventing the economic or business benefits consummation of this Agreement to MFC and MountainBank as to render it inadvisable for it to consummate the Merger; (iii) the 15-day or 30-day waiting period, as applicable, required following necessary approvals by the FRB for review of the transactions described herein by the United States Department of Justice shall have expired, and, in connection with any such review, no objection to the Merger shall have been raised; issued or adopted or be in effect. (c) All permits, approvals, filings and (iv) all other consents, approvals and permissionsconsents required to be obtained or made, and all waiting periods required or contemplated to expire, prior to the satisfaction of all consummation of the requirements prescribed by law or regulation, necessary to the carrying out Merger under applicable federal laws of the United States or applicable laws of any state or foreign country having jurisdiction over the Merger and the other transactions contemplated herein shall have been procuredobtained, made or expired, as the case may be, including without limitation notifications, approvals or filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the Federal Aviation Act of 1958, as amended (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the "Requisite Regulatory Approvals"), if any, and all such Requisite Regulatory Approvals shall be in full force and effect.

Conditions to All Parties’ Obligations. Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date: (a) Approval by Regulatory AuthoritiesA. APPROVAL BY GOVERNMENTAL REGULATORY AUTHORITIES; Disadvantageous ConditionsNO DISADVANTAGEOUS CONDITIONS. (i) The Merger and other transactions described in this Agreement herein shall have been approved, to the extent required by law, by the Virginia Bureau, the OCC, FRB and the FRBWest Virginia Board, and by all other Regulatory Authorities governmental or regulatory agencies or authorities having jurisdiction over such transactions; ; (ii) no Regulatory Authority No governmental or regulatory agency or authority shall have objected to or withdrawn its approval of such transactions or imposed any condition on such transactions or conditioned its approval thereof, which condition is reasonably deemed by MFC Horizon Bancorp to be materially disadvantageous or burdensome or to so adversely impact the economic or business benefits of this Agreement to MFC and MountainBank Horizon Bancorp as to render it inadvisable for it to consummate the Merger; ; (iii) the 15-day or The thirty (30-) day waiting period, as applicable, period required following necessary approvals by the FRB for review of the transactions described herein by the United States Department of Justice shall have expired, and, in connection with any such review, no objection to the Merger shall have been raised; and and (iv) all All other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the transactions contemplated herein shall have been procured.

Conditions to All Parties’ Obligations. Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:. (a) a. Approval by Governmental or Regulatory Authorities; No Disadvantageous Conditions. (i) The Anson Heritage Merger and other transactions described in this Agreement herein shall have been approved, to the extent required by law, by the Virginia BureauFRB, the OCC, and the FRBAdministrator, and by all other Regulatory Authorities governmental or regulatory agencies or authorities having jurisdiction over such transactions; , (ii) no Regulatory Authority governmental or regulatory agency or authority shall have objected to or withdrawn its approval of such transactions or imposed any condition on such transactions or conditioned its approval thereof, which condition is reasonably deemed by MFC Uwharrie or Anson to be materially disadvantageous or burdensome or to impact so adversely impact the economic or business benefits of this Agreement to MFC and MountainBank Uwharrie or to Anson's shareholders as to render it inadvisable for it them to consummate the Anson Heritage Merger; (iii) the 15-day or 30-day all waiting period, as applicable, periods required following necessary approvals by the FRB for review of the transactions described herein by the United States Department of Justice governmental or regulatory agencies or authorities shall have expired, and, in connection with any such reviewthe case of the waiting period following approval by the FRB, no unwithdrawn objection to the Anson Heritage Merger shall have been raisedraised by the U.S. Department of Justice; and (iv) all other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the transactions contemplated herein shall have been procured.

Conditions to All Parties’ Obligations. Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:. (a) Approval by Regulatory AuthoritiesA. APPROVAL BY GOVERNMENTAL OR REGULATORY AUTHORITIES; Disadvantageous ConditionsNO DISADVANTAGEOUS CONDITIONS. (i) The Anson Heritage Merger and other transactions described in this Agreement herein shall have been approved, to the extent required by law, by the Virginia BureauFRB, the OCC, and the FRBAdministrator, and by all other Regulatory Authorities governmental or regulatory agencies or authorities having jurisdiction over such transactions; , (ii) no Regulatory Authority governmental or regulatory agency or authority shall have objected to or withdrawn its approval of such transactions or imposed any condition on such transactions or conditioned its approval thereof, which condition is reasonably deemed by MFC Uwharrie or Anson to be materially disadvantageous or burdensome or to impact so adversely impact the economic or business benefits of this Agreement to MFC and MountainBank Uwharrie or to Anson's shareholders as to render it inadvisable for it them to consummate the Anson Heritage Merger; (iii) the 15-day or 30-day all waiting period, as applicable, periods required following necessary approvals by the FRB for review of the transactions described herein by the United States Department of Justice governmental or regulatory agencies or authorities shall have expired, and, in connection with any such reviewthe case of the waiting period following approval by the FRB, no unwithdrawn objection to the Anson Heritage Merger shall have been raisedraised by the U.S. Department of Justice; and (iv) all other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the transactions contemplated herein shall have been procured.