Common use of Conditions to Consummation of Merger Clause in Contracts

Conditions to Consummation of Merger. Section 6.1 Conditions to Each Party's Obligations. Notwithstanding any -------------------------------------- other provision of this Agreement, the obligations of each party hereto to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions: (a) There shall not be instituted and pending or threatened any Action before any Governmental Entity (i) challenging the Merger or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated hereby, or (ii) seeking to prohibit the direct or indirect ownership or operation by Buyer or the Surviving Corporation of all or a material portion of the business or assets of the Company, or to compel Buyer, the Surviving Corporation or the Company to dispose of or hold separate all or a material portion of the business or assets of the Company, the Surviving Corporation or Buyer. (b) Buyer shall have had declared effective its registration statement under the Securities Act with respect to its firm commitment underwritten initial public offering of the Buyer Common Stock, and no stop order with respect thereto shall have been entered by the Securities and Exchange Commission.

Conditions to Consummation of Merger. Section 6.1 SECTION 6.01 Conditions to Each Party's Obligations. -------------------------------------- Notwithstanding any -------------------------------------- other provision of this Agreement, the obligations of each party hereto to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions: (a) This Agreement and the Merger shall have received the Requisite Shareholder Approval. (b) There shall not be instituted and pending or threatened any Action before any Governmental Entity (i) challenging the Merger or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated hereby, or (ii) seeking to prohibit the direct or indirect ownership or operation by Buyer or the Surviving Corporation of all or a material portion of the business or assets of the Company, or to compel Buyer, the Surviving Corporation Buyer or the Company to dispose of or hold separate all or a material portion of the business or assets of the Company, the Surviving Corporation Company or Buyer. (bc) Buyer shall have had declared effective its registration statement received all permits and other authorizations, if any, required under applicable securities laws for the Securities Act with respect to its firm commitment underwritten initial public offering issuance of the Buyer Common Stock, and no stop order with respect thereto shall have been entered by the Securities and Exchange CommissionMerger Consideration.

Conditions to Consummation of Merger. Section 6.1 Conditions to Each Party's Obligations. Notwithstanding -------------------------------------- any -------------------------------------- other provision of this Agreement, the obligations of each party hereto to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions: (a) There shall not be instituted and pending or threatened any Action before any Governmental Entity (i) challenging the Merger or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated hereby, or (ii) seeking to prohibit the direct or indirect ownership or operation by Buyer or the Surviving Corporation of all or a material portion of the business or assets of the Company, or to compel Buyer, the Surviving Corporation or the Company to dispose of or hold separate all or a material portion of the business or assets of the Company, the Surviving Corporation or Buyer. (b) Buyer shall have had declared effective its registration statement under the Securities Act with respect to its firm commitment underwritten initial public offering of the Buyer Common Stock, and no stop order with respect thereto shall have been entered by the Securities and Exchange Commission.