Conditions to Completion of the Merger Clause Samples

The "Conditions to Completion of the Merger" clause defines the specific requirements that must be satisfied before a merger transaction can be finalized. These conditions typically include obtaining necessary regulatory approvals, securing shareholder consent, and ensuring that no material adverse changes have occurred to either party. For example, the clause may require that all antitrust clearances are received or that both companies meet certain financial thresholds prior to closing. Its core practical function is to protect both parties by ensuring that all critical prerequisites are met before the merger becomes legally binding, thereby reducing the risk of unforeseen issues post-closing.
Conditions to Completion of the Merger. Completion of the Merger as provided herein is conditioned upon the satisfaction of the conditions set forth in the Agreement, any or all of which may be waived in accordance with the terms and provisions of the Agreement.
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Conditions to Completion of the Merger. The obligations of CenturyTel and Embarq to complete the merger are subject to the satisfaction of the following conditions: • the adoption and approval of the merger agreement by Embarq stockholders; • the approval by CenturyTel shareholders of the issuance of CenturyTel common stock in the merger; • the approval for listing by the NYSE, subject to official notice of issuance, of the CenturyTel common stock issuable to Embarq stockholders in the merger; • the termination or expiration of any applicable waiting period under the HSR Act; • the receipt of the required authorization of the FCC and the consents required to be obtained from certain state regulators; • the receipt of other requisite regulatory approvals, unless failure to obtain them would not, individually or in the aggregate, have a substantial detriment, as defined in the merger agreement, or subject either party or their officers or directors to the risk of criminal liability; • no judgment or other legal prohibition of any court or other governmental entity shall be in effect that prohibits the merger; • no judgment or other legal prohibition of any court or other governmental entity shall be in effect, and no action or proceeding by a governmental entity shall be pending, that limits the ability of CenturyTel to control Embarq following the merger or compels either company or their respective subsidiaries to dispose of or hold separate any portion of its business, in each case, which would have a substantial detriment, as defined in the merger agreement; and • the SEC having declared effective the registration statement of which this document forms a part. In addition, each of CenturyTel’s and Embarq’s obligations to effect the merger is subject to the satisfaction or waiver of the following additional conditions: • the representations and warranties of the other party being true and correct, subject to the material adverse effect standard provided in the merger agreement and summarized below; • the other party having performed or complied with, in all material respects, all obligations required to be performed or complied with by it under the merger agreement; • the receipt of an officer’s certificate executed by an executive officer of the other party certifying that the two preceding conditions have been satisfied; and • the receipt of an opinion of that party’s counsel to the effect that the merger will qualify as a “reorganization” under the Code.
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Conditions to Completion of the Merger. (See page 97)
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Conditions to Completion of the Merger. The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived, including after the merger agreement has been approved by the GRIID stockholders. The parties continue to anticipate obtaining all requisite stockholder approvals by the fourth quarter of calendar year 2024. It is possible that factors outside of each party’s control could require them to complete the transaction at a later time or not to complete it at all. In addition to the approval of the merger proposal by GRIID stockholders, each party’s obligation to complete the merger is also subject to the satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of certain other conditions, including:
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Conditions to Completion of the Merger. We refer to the date on which the completion of the merger occurs as the “closing date.” As soon as practicable on the closing date after the completion of the merger, a certificate of merger prepared and executed in accordance with the relevant provisions of the DGCL will be filed with the Office of the Secretary of State of the State of Delaware and the merger will become effective upon the filing and acceptance of such certificate of merger with the Office of the Secretary of State of the State of Delaware, or at such later time as agreed in writing by CleanSpark and GRIID and specified in such certificate of merger.
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Conditions to Completion of the Merger. (See Page 99) Acquisition Proposals (See Page 90) Termination of the Merger Agreement (See Page 99)
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Related to Conditions to Completion of the Merger

  • CONDITIONS TO CONSUMMATION OF THE MERGER 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • CONDITIONS TO THE MERGER SECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.

  • CONDITIONS TO MERGER Section 7.01 Conditions to Each Party's Obligation To Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction prior to the Closing Date of the following conditions:

  • Conditions to the Mergers 36 Termination of the Mergers and the Merger Agreement..................... 37

  • Legal Conditions to the Merger (a) Subject to the terms hereof, the Company and the Fund shall each use its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby and by the Company Stockholders’ Agreement as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company, Acquisition LLC or the Fund or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the Company Stockholders’ Agreement and the consummation of the transactions contemplated hereby and thereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Company Stockholders’ Agreement, and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Company Stockholders’ Agreement. The Company and the Fund shall cooperate with each other in connection with the making of all such filings. The Company and the Fund shall use their respective reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement and the Company Stockholders’ Agreement. (b) Each of the Company and the Fund shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby or in the Company Stockholders’ Agreement, (ii) disclosed or required to be disclosed in the Company Disclosure Schedule or the Fund Disclosure Schedule, as the case may be, or (iii) required to prevent a Company Material Adverse Effect or a Fund Material Adverse Effect from occurring prior to or after the Effective Time.