Common use of Conditions to Each Party’s Obligation to Close Clause in Contracts

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.

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 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 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); andEXHIBIT 2.3 ----------- 25 (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) all necessary governmental or regulatory consents and approvals shall have been obtained.