Conditions to Consummation of the Mergers. SECTION 6.1 Conditions to Each Party's Obligations to Effect the Mergers. The respective obligations of each party hereto to effect the Mergers and the other transactions contemplated by this Agreement, the Transaction Documents and the Related Agreements (including the Related Transactions) are subject to the satisfaction at or prior to the Effective Time of the Mergers of the following conditions: (a) this Agreement, the Related Transactions and the BDC Deregistration shall have been approved and adopted by the applicable requisite vote of the Walnut Stockholders; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this Agreement, the Transaction Documents or the Related Agreements (including the Mergers and the Related Transactions) or which subjects any party to substantial damages as a result of the consummation of the transactions contemplated by this Agreement, the Transaction Documents or the Related Agreements (including the Mergers and the Related Transactions); (c) all required consents, approvals, waivers and authorizations of any Governmental Entity or Regulatory Agency which are necessary to effect the transactions contemplated by this Agreement and the Transaction Documents and the Related Agreements (including the Mergers and the Related Transactions) shall have been obtained; and (d) those Related Transactions described in Sections 5.6(A), 5.6(C) and 5.6(F) -55- 57 which are to be consummated prior to the Closing shall have been consummated in accordance with the terms of the applicable Related Agreements.
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Conditions to Consummation of the Mergers. SECTION 6.1 Conditions to Each Party's Obligations to Effect the Mergers. The respective obligations of each party hereto to effect the Mergers and the other transactions contemplated by this Agreement, the Transaction Documents and Agreement or the Related Agreements (including including, without limitation, the Related Transactions) are subject to the satisfaction at or prior to the Effective Time of the Mergers of the following conditions:
(a) this Agreement, Agreement and the Related Transactions and the BDC Deregistration Agreements shall have been approved and adopted by the applicable requisite vote of the Walnut Stockholdersboards of directors of the Playboy Entities, the Company Board, the board of directors of any of the Company Subsidiaries which is a party to any of the Related Agreements, and the stockholders of the Company;
(b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this Agreement, the Transaction Documents Agreement or the Related Agreements (including including, without limitation, the Mergers and the Related Transactions) or which subjects any party to substantial damages as a result of the consummation of the transactions contemplated by this Agreement, the Transaction Documents Agreement or the Related Agreements (including including, without limitation, the Mergers and the Related Transactions);
(c) all any Person required consents, approvals, waivers and authorizations of any Governmental Entity or Regulatory Agency which are necessary to effect in connection with the transactions contemplated by this Agreement and the Transaction Documents and or the Related Agreements (including including, without limitation, the Mergers and the Related Transactions) to file a notification and report form in compliance with the HSR Act shall have filed such form and any applicable waiting period with respect to each such form (including any extension thereof by reason of a request for additional information) shall have terminated or expired;
(d) the S-4 and the S-1 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order;
(e) all governmental or regulatory notices (other than those in connection with the HSR Act) or approvals required with respect to the transactions contemplated by this Agreement or the Related Agreements shall have been obtainedeither filed or received; and
(df) those the Related Agreements shall have been executed and delivered and the Related Transactions described in Sections 5.6(A), 5.6(C) and 5.6(F) -55- 57 which are to be consummated prior to the Closing shall have been consummated in accordance with the terms of the applicable Related Agreements.
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Sources: Merger Agreement (Spice Entertaiment Companies Inc)