Conditions to Each Party’s Obligation to Close Sample Clauses
The 'Conditions to Each Party’s Obligation to Close' clause defines the specific requirements that must be satisfied before both parties are legally required to complete the transaction. Typically, these conditions may include obtaining necessary regulatory approvals, the accuracy of representations and warranties, and the fulfillment of any pre-closing covenants. By clearly outlining these prerequisites, the clause ensures that neither party is obligated to proceed with closing unless all agreed-upon conditions are met, thereby protecting both sides from unforeseen risks or unfulfilled promises.
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Conditions to Each Party’s Obligation to Close. The respective obligations of each Party to consummate the Mergers are subject to the satisfaction, at or before the Closing, of the following conditions:
Conditions to Each Party’s Obligation to Close. The obligations of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
Conditions to Each Party’s Obligation to Close. The respective obligations of each of the Parties to consummate the Closing are subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by each Party, in their respective sole and absolute discretion, at or prior to the Closing, of each of the following conditions set forth in this Article 7.
Conditions to Each Party’s Obligation to Close. The respective obligations of Seller and Buyer to effect the Closing are subject to the satisfaction or waiver at or prior to the Closing of the following conditions:
Conditions to Each Party’s Obligation to Close. The respective obligations of each party to consummate the Closing shall be subject to the fulfillment, on or before the Closing Date, of the following conditions:
(a) no statute, rule, regulation or order entered, promulgated or enacted by any Governmental Authority shall be in effect that would prohibit the consummation of the Transactions or has the effect of making them illegal;
(b) no preliminary or permanent injunction, decree or other order shall have been issued by any Governmental Authority which prohibits the consummation of the Transactions and which is in effect at the Closing; provided, however, that in the case of any such injunction, decree or order entered against the Seller Parent, the Seller or any of the Subsidiaries, the Seller shall have, and in the case of any such injunction, decree or order entered against the Purchaser or the Purchaser Parent, the Purchaser shall have, used its commercially reasonable efforts to prevent the entry of any such injunction, decree or order and to appeal promptly any such injunction, decree or order and to appeal promptly any such injunction, decree or order that may be entered;
(c) all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired or been terminated; and
(d) all other Governmental Authorizations that are required to be obtained before the Closing and that are necessary to permit the consummation of the Transactions, shall have been received.
Conditions to Each Party’s Obligation to Close. The obligations of EPD to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of each of the conditions listed in this Section 6.1 and each of the conditions listed in Section 6.2 (collectively, the “EPD Conditions Precedent”), and the obligations of EPCO to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of each of the conditions listed in this Section 6.1 and each of the conditions listed in Section 6.3 (collectively, the “EPCO Conditions Precedent”). The General Partner of EPD, on behalf of EPD, and EPCO shall have the right to waive in writing any or all of such Parties’ conditions precedent to Closing; provided, that no waiver by EPD or EPCO of any particular condition precedent to Closing shall constitute a waiver by such Parties of any other condition precedent to Closing. Subject to the foregoing, the following are conditions precedent to all Parties’ obligations to effect the Closing:
Conditions to Each Party’s Obligation to Close. In addition to those specific conditions set forth in Articles VII and VIII below, the obligations of the Buyer and DRI to consummate the transactions described herein shall be subject to the following:
(a) The Application for the Listing of Additional shares to cover the shares of DRI common stock to be issued upon the conversion of the Shares and the exercise of the Warrants (the “Application”) shall have been approved by Nasdaq.
(b) No government regulatory body or agency shall have instituted court action or legal proceedings seeking preliminary or permanent injunctive relief prohibiting the Buyer’s purchase of the Shares or the execution or performance of this Agreement or the Related Agreements.
Conditions to Each Party’s Obligation to Close. The respective obligations of each Party to close the transactions contemplated hereby shall be subject to the fulfillment or waiver, if permissible, of the following conditions on or prior to the Closing Date:
(a) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in effect (each Party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); and
(b) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the transactions contemplated by this Agreement or make the consummation of the transaction contemplated by this Agreement illegal; and
(c) the transactions contemplated by the Agreement and Plan of Merger dated the same date as this Agreement by and among Purchaser, RESTEC Acquisition Corp., Mr. ▇▇▇▇▇▇▇, ▇▇TCO, Mrs. ▇▇▇▇▇▇▇▇, ▇▇e Estate and the Trust (the "Merger Agreement") shall have been consummated.
Conditions to Each Party’s Obligation to Close. The respective obligations of each Party to consummate this Agreement are subject to the satisfaction or waiver at or prior to the Closing of the following conditions:
(a) no Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, statute, ordinance, rule, regulation, judgment, injunction, decree or other order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by the Agreement; and
(b) since the date of this Agreement, there shall not have been commenced or threatened any Legal Proceeding (i) involving any material challenge to, or seeking material damages or other material relief in connection with, any of the transactions contemplated by this Agreement or which may result in a Material Adverse Change, or (ii) that may have the effect of preventing, materially delaying, making illegal, imposing material limitations or conditions on or otherwise materially interfering with any of the transactions contemplated by this Agreement.
Conditions to Each Party’s Obligation to Close. In addition to those specific conditions set forth in Articles VII and VIII below, the obligations of the Buyer and DRI to consummate the transactions described herein shall be subject to the following. No government regulatory body or agency shall have instituted court action or legal proceedings seeking preliminary or permanent injunctive relief prohibiting the Buyer’s purchase of the Shares or the execution or performance of this Agreement or the Related Agreements.