Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Seasons shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreement. (b) The shares of NBC Common Stock to be issued to the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on the AMEX, subject to official notice of issuance. (c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”). (d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
Appears in 2 contracts
Sources: Merger Agreement (Seasons Bancshares Inc), Merger Agreement (NBC Capital Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) The shares of NBC Common Stock to be issued to the holders of Seasons Common Stock upon consummation of the Merger Bidder Stockholder Approval shall have been authorized for listing on the AMEX, subject to official notice of issuanceobtained.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by conditions to the FRB under BHCA; the approval effectiveness of the National Bank Dexter Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain satisfied or waived in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals accordance with the terms of the Dexter Merger Agreement and the expiration or termination of all such waiting periods being referred to herein as Dexter Merger shall be effective simultaneously with the “Requisite Regulatory Approvals”)Effective Time. The condition set forth in this paragraph (c) shall not be waivable by either party.
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, executive order, decree, ruling or permanent injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the MergerMerger substantially on the terms contemplated hereby; provided that the party seeking to rely upon this condition has fully complied with and performed its obligations pursuant to Section 4.3.
(e) The applicable waiting period under the HSR Act shall have expired or been terminated.
(f) The shares of Bidder Common Stock to be issued in the Merger shall have been approved for quotation on the Nasdaq National Market, subject to official notice of issuance.
(g) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending such effectiveness shall have been issued and remain in effect.
Appears in 2 contracts
Sources: Merger Agreement (Life Technologies Inc), Merger Agreement (Dexter Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
(a) Seasons shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreement.
(b) The shares of NBC Common Stock to be issued to the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on the AMEX, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger and the Second Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(ec) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Seasons Bancshares Inc), Agreement and Plan of Merger (Cadence Financial Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment (or waiver by all parties) at or prior to the Effective Time of the following conditions:
(a) Seasons Each of the Company Stockholder Approval and Parent Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) The shares No injunction by any court or other tribunal of NBC Common Stock to be issued to competent jurisdiction which prohibits the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized entered and shall continue to be in effect.
(c) The FERC Approval and an order of the NYPSC approving, or determining that no approval is required, shall have been obtained, the expiration of the waiting period required under the HSR Act shall have occurred and notices with the CPUC shall have been filed (all such permits, approvals, filings and consents and the lapse of such waiting period being referred to as the “Requisite Regulatory Approvals”), and all such Requisite Regulatory Approvals shall be in full force and effect.
(d) The shares of Parent Common Stock to be issued in the Merger and such other shares of Parent Common Stock to be reserved for issuance in connection with the Merger shall have been approved for listing on the AMEXNYSE, subject to official notice of issuance.
(ce) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) The Form S-4 shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and declared effective by the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective SEC under the Securities Act, Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(ef) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation The proceeds of the Merger or any of the other transactions contemplated by this Agreement Acceptable Financing shall be in effect. No statutereceived by Parent or its Subsidiaries, ruleas applicable, regulationand the Company or its Subsidiaries, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Mergeras applicable.
Appears in 2 contracts
Sources: Merger Agreement (Mirant Corp), Merger Agreement (Rri Energy Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time Closing Date of the following conditions:
(a) Seasons This Agreement and the Merger shall have obtained been approved by the Required Seasons Vote holders of the issued and outstanding shares of capital stock of the Company in connection accordance with the adoption DGCL and Company's Certificate of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this AgreementIncorporation.
(b) The shares waiting period applicable to the Merger under the HSR Act shall have expired or been terminated.
(c) No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or governmental regulatory or administrative agency or commission of NBC competent jurisdiction which restrains, enjoins or otherwise prohibits the Merger shall be in effect. In the event any such order, decree, ruling or other action shall have been issued, each party agrees to use commercially reasonable efforts to have any such order, decree, ruling or other action reversed and any such restraint or injunction lifted.
(d) The Form S-4 shall have become effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of the Form S-4 shall have been issued, no action, suit, proceeding, or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing.
(e) The Parent Common Stock to be issued to the holders of Seasons Common Stock upon consummation of Company stockholders in connection with the Merger shall have been authorized approved for listing on the AMEXNasdaq National Market, subject only to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
Appears in 2 contracts
Sources: Merger Agreement (Cephalon Inc), Merger Agreement (Cephalon Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party Party to effect the Merger shall be subject to the satisfaction fulfillment (or waiver by all Parties, to the extent permitted by applicable Law) at or prior to the Effective Time of the following conditions:
(a) Seasons Each of ▇▇▇ ▇▇▇▇▇▇▇▇▇ Stockholder Approval and the Rockets Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) No Order or any other Law shall have been adopted, issued, enacted, promulgated, enforced or entered by any Governmental Entity that remains in effect and which has the effect of restraining, enjoining or otherwise prohibiting the consummation of the Merger (any such Order or Law, a “Legal Restraint”).
(i) The FERC Approval, the New York Authorization and orders of the PUCT approving the consummation of the Merger or determining that no such approval is required shall have been obtained and the expiration or termination of the waiting period required under the HSR Act with respect to the Merger shall have occurred (the FERC Approval, the New York Authorization, such PUCT approval or determination and the expiration or termination of such waiting period being referred to as the “Requisite Regulatory Approvals”), and (ii) all such Requisite Regulatory Approvals shall be in full force and effect.
(d) The shares of NBC Mavericks Common Stock to be issued to in the holders Merger and such other shares of Seasons Mavericks Common Stock upon consummation of to be reserved for issuance in connection with the Merger shall have been authorized approved for listing on the AMEXNYSE, subject to official notice of issuance.
(ce) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) The Form S-4 shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and declared effective by the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective SEC under the Securities Act, Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
Appears in 2 contracts
Sources: Merger Agreement (Vistra Energy Corp), Merger Agreement (Dynegy Inc.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be are subject to the satisfaction fulfillment (or waiver by Company and Purchaser) at or prior to the Effective Time of the following conditions:
(a) Seasons 6.1.1 The Company Shareholder Approval shall have obtained the Required Seasons Vote been obtained.
6.1.2 Company and Purchaser shall have received all regulatory approvals required in connection with the adoption transactions contemplated by this Plan of this Agreement Merger, all applicable notice periods and NBC waiting periods shall have obtained expired, and all such regulatory approvals shall be in effect (the Required NBC Vote in connection with the adoption of this Agreement"Requisite Regulatory Approvals"); provided, that no such Requisite Regulatory Approvals shall contain any Materially Burdensome Regulatory Condition.
(b) The shares 6.1.3 No provision of NBC Common Stock to be issued to any applicable Law making illegal or otherwise prohibiting the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on be in effect and no temporary, preliminary or permanent restraining Order issued by a court or agency of competent jurisdiction preventing the AMEX, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval consummation of the Merger or any other transaction contemplated by this Plan of Merger will be in effect.
6.1.4 Neither party shall be subject to any Order of a court or agency of competent jurisdiction that enjoins or prohibits the FRB under BHCA; the approval consummation of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”)Merger.
(d) 6.1.5 The S-4 Registration Statement shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated commenced or threatened by the SECSEC and not withdrawn.
(e) No order, injunction or decree 6.1.6 The shares of Purchaser Common Stock to be issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the as Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree Consideration shall have been enactedaccepted for listing on the Nasdaq stock exchange, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation subject to official notice of the Mergerissuance.
Appears in 2 contracts
Sources: Merger Agreement (Wintrust Financial Corp), Merger Agreement (Macatawa Bank Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment (or to the extent legally permissible, waiver) at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Stockholder Approval shall have been obtained in the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreement.manner required by applicable laws;
(b) The shares of NBC Common Stock to be issued Any waiting period applicable to the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on the AMEX, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof HSR Act, if applicable, shall have expired or been terminated or the Company and Acquiring Entities shall have mutually concluded that no filing under the HSR Act is required with respect to the transactions contemplated hereby;
(all such approvals and c) The consummation of the expiration Merger shall not be restrained, enjoined or termination prohibited by any order, judgment, decree, injunction or ruling of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).a court of competent jurisdiction or provision of applicable law;
(d) The Form S-4 Registration Statement shall have become effective under the Securities Act, no Act and shall not be the subject of any stop order suspending or proceedings seeking a stop order, and any material "blue sky" and other state securities laws applicable to the effectiveness registration and qualification of the S-4 shares of Parent Common Stock following the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SECcomplied with.
(e) No order, injunction or decree The shares of Parent Common Stock to be issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of in connection with the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree (i) shall have been enactedvalidly registered under the Securities Act and (ii) shall be listed for trading on the NYSE.
(f) The Company shall have received the opinion of a nationally recognized law firm selected by the Company, entereddated the Closing Date, promulgated or enforced by any Governmental Entity which prohibits or makes illegal to the consummation effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the MergerCode.
Appears in 2 contracts
Sources: Merger Agreement (Atlantic Realty Trust), Merger Agreement (Kimco Realty Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment (or waiver by all parties) at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) The shares No injunction by any court or other tribunal of NBC Common Stock to be issued to competent jurisdiction which prohibits the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized entered and shall continue to be in effect.
(c) The FERC Approval, the MDPU Approval and the MPSC Approval shall have been obtained, the expiration or termination of the waiting and review periods (and any extensions thereof) under the HSR Act shall have occurred, there shall be no pending challenge by a Governmental Entity seeking to prohibit the merger, (all such permits, approvals, filings and consents and the lapse of such waiting period being referred to as the “Requisite Regulatory Approvals”), and all such Requisite Regulatory Approvals shall be in full force and effect and final and nonappealable.
(d) The Series B Units to be issued in the Merger shall have been approved for listing on the AMEXNYSE, subject to official notice of issuance.
(ce) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) The Form S-4 shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and declared effective by the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective SEC under the Securities Act, Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
Appears in 2 contracts
Sources: Merger Agreement (Energy Transfer Equity, L.P.), Merger Agreement (Southern Union Co)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be are subject to the satisfaction fulfillment (or waiver by Firstbank and Mercantile) at or prior to the Effective Time of the following conditions:
(a) Seasons 6.1.1 The Firstbank Shareholder Approval and the Mercantile Shareholder Approval shall have obtained the Required Seasons Vote been obtained.
6.1.2 Firstbank and Mercantile shall have received all regulatory approvals required in connection with the adoption transactions contemplated by this Plan of this Agreement Merger, all applicable notice periods and NBC waiting periods shall have obtained expired, and all such regulatory approvals shall be in effect; provided, that no such regulatory approvals shall contain any non-standard conditions, restrictions or requirements that would, after the Required NBC Vote Effective Time, have, or be reasonably likely to have, individually or in connection with the adoption aggregate, a Material Adverse Effect on the Surviving Corporation (after giving effect to the Merger) in the reasonable opinion of this AgreementFirstbank or Mercantile.
(b) The shares 6.1.3 No provision of NBC Common Stock to be issued to any applicable Law making illegal or otherwise prohibiting the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on be in effect and no temporary, preliminary or permanent restraining Order preventing the AMEX, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval consummation of the Merger by will be in effect.
6.1.4 Neither party shall be subject to any Order of a court or agency of competent jurisdiction that enjoins or prohibits the FRB under BHCA; the approval consummation of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”)Merger.
(d) 6.1.5 The S-4 Registration Statement shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated commenced or threatened by the SEC.
(e) No order, injunction or decree 6.1.6 The shares of Mercantile Common Stock to be issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the as Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree Consideration shall have been enactedauthorized for listing on NASDAQ, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation subject to official notice of the Mergerissuance.
Appears in 2 contracts
Sources: Merger Agreement (Mercantile Bank Corp), Merger Agreement (Firstbank Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment or waiver by mutual agreement of the parties at or prior to the Effective Time Closing Date of the following conditions:
(a) Seasons (i) The Company Requisite Vote shall have been obtained and (ii) the Required Seasons Parent Requisite Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(bi) The waiting period (and any extension thereof) applicable to the consummation of the Merger shall have expired or been terminated under the HSR Act and
(ii) any mandatory waiting period or required consent under any applicable foreign competition or antitrust law or regulation shall have expired or been obtained except where the failure to observe such waiting period or obtain a consent referred to in this clause (ii) would not reasonably be expected to delay or prevent the consummation of the Merger or have a material adverse effect on the expected benefits of the transactions contemplated by this Agreement to Parent.
(c) None of the parties hereto shall be subject to any decree, order or injunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger, and no statute, rule or regulation shall have been enacted by any governmental authority which prohibits or makes unlawful the consummation of the Merger.
(d) The Registration Statement shall have become effective and no stop order with respect thereto shall be in effect and no proceedings for that purpose shall have been commenced or threatened by the SEC.
(e) The shares of NBC Parent Common Stock to be issued pursuant to the holders of Seasons Common Stock upon consummation of the Merger and shares reserved for issuance pursuant to Assumed Options shall have been authorized for listing on the AMEX, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
Appears in 2 contracts
Sources: Merger Agreement (Devon Energy Corp/De), Merger Agreement (Ocean Energy Inc /Tx/)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment (or waiver by all parties, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Common Shareholder Approval and Parent Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) No Order of any Governmental Entity of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective, in each case that prohibits the consummation of the Merger.
(c) The Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated by the SEC, unless subsequently withdrawn.
(d) The shares of NBC Parent Common Stock to be issued to the holders of Seasons Common Stock upon consummation of in the Merger shall have been authorized approved for listing on the AMEXNYSE, subject to official notice of issuance.
(ce) All regulatory approvals required waiting periods applicable to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory HSR Act, including waiting periods in respect thereof for any secondary acquisition notifications pursuant to 16 C.F.R. § 801.4, shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”)terminated.
(df) The S-4 Either (i) the Company Preferred Approval Event shall have become effective under occurred or (ii) the Securities Act, no stop order suspending the effectiveness of the S-4 Preferred Deposit shall have been issued deposited with the Paying Agent as contemplated by Section 5.19 and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation all of the Merger or any Company Preferred Stock is deemed to no longer be outstanding in accordance with the Company Preferred Statement of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the MergerResolutions.
Appears in 2 contracts
Sources: Merger Agreement (Carrizo Oil & Gas Inc), Merger Agreement (Callon Petroleum Co)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment (or waiver by all parties) at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) The shares No injunction by any court or other tribunal of NBC Common Stock to be issued to competent jurisdiction which prohibits the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized entered and shall continue to be in effect.
(c) The FERC Approval, the MDPU Approval and the MPSC Approval shall have been obtained, the expiration or termination of the waiting and review periods (and any extensions thereof) under the HSR Act shall have occurred, there shall be no pending challenge by a Governmental Entity seeking to prohibit the merger, (all such permits, approvals, filings and consents and the lapse of such waiting period being referred to as the “Requisite Regulatory Approvals”) and all such Requisite Regulatory Approvals shall be in full force and effect and final and nonappealable.
(d) The Common Units to be issued in the Merger shall have been approved for listing on the AMEXNYSE, subject to official notice of issuance.
(ce) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) The Form S-4 shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and declared effective by the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective SEC under the Securities Act, Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Energy Transfer Equity, L.P.)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Effective Time of the following conditions:
(a) Seasons E Com Shareholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreement.been obtained;
(b) The shares of NBC Common Stock to be issued Any waiting period applicable to the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on the AMEX, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof HSR Act shall have expired or been terminated (all such approvals terminated, and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 action shall have been issued and no proceedings for that purpose shall have been initiated or threatened instituted by the SEC.
(e) No order, injunction Department of Justice or decree issued by any court Federal Trade Commission challenging or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing seeking to enjoin the consummation of the Merger or the Transactions, which action shall have not been withdrawn or terminated;
(c) E Com shall have received confirmation that the any listing application referred to in Section 5.12 shall be effective as of the other transactions Effective Time;
(d) Asset based loans and term debt facilities in amounts and on terms substantially similar to those contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree the Commitment Letter shall have been obtained by Acquisition Sub and/or E Com and funds shall have been advanced and/or be available thereunder;
(e) No Law, injunction, judgment or ruling enacted, promulgated, issued, entered, promulgated amended or enforced by any Governmental Entity which prohibits shall be in effect enjoining, restraining, preventing or makes illegal prohibiting consummation of the Merger or making the consummation of the MergerMerger illegal;
(f) The Affiliate Consignment and the issuance of the Affiliate Debt shall have been effected on or prior to the Closing.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment (or waiver by Parent and the Company) at or prior to the Effective Time of only the following conditions:
(a) Seasons Unless the Merger is consummated pursuant to Section 253 of the DGCL, the Company Stockholder Approval shall have obtained been obtained, provided that this condition shall be deemed to have been satisfied if a failure to obtain the Required Seasons Vote Company Stockholder Approval is attributable to Parent failing to vote all of its respective Shares in connection with favor of the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this AgreementMerger.
(b) The shares of NBC Common Stock to be issued waiting period (and any extension thereof) applicable to the holders of Seasons Common Stock upon consummation of Merger under the Merger HSR Act shall have been authorized for listing terminated or shall have expired, and no restrictive order or other requirements shall have been placed on the AMEXCompany, subject to official notice of issuanceParent, Merger Sub or the Surviving Corporation in connection therewith.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval No Governmental Entity of competent jurisdiction shall have enacted, promulgated, issued or entered any Law which remains in effect and that enjoins or otherwise prohibits consummation of the Merger Merger; provided, however, that prior to invoking this condition, each party shall use its reasonable best efforts to have any such Law vacated, including by the FRB under BHCA; the approval satisfaction of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred party’s obligations pursuant to herein as the “Requisite Regulatory Approvals”)Section 6.6.
(d) The S-4 Merger Sub shall have become effective under accepted for purchase the Securities Act, no stop order suspending Shares validly tendered and not properly withdrawn pursuant to the effectiveness of Offer in accordance with the S-4 shall have been issued terms hereof and no proceedings for that purpose shall have been initiated or threatened by the SECthereof.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be are subject to the satisfaction fulfillment (or waiver by Company and Purchaser) at or prior to the Effective Time of the following conditions:
(a) Seasons 6.1.1 The Company Shareholder Approval and the Purchaser Shareholder Approval shall have obtained the Required Seasons Vote been obtained.
6.1.2 Company and Purchaser shall have received all regulatory approvals required in connection with the adoption transactions contemplated by this Plan of this Agreement Merger, all applicable notice periods and NBC waiting periods shall have obtained expired, and all such regulatory approvals shall be in effect (the Required NBC Vote in connection with the adoption of this Agreement"Requisite Regulatory Approvals"); provided, that no such Requisite Regulatory Approvals shall contain any Materially Burdensome Regulatory Condition.
(b) The shares 6.1.3 No provision of NBC Common Stock to be issued to any applicable Law making illegal or otherwise prohibiting the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on be in effect and no temporary, preliminary or permanent restraining Order issued by a court or agency of competent jurisdiction preventing the AMEX, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval consummation of the Merger or any other transaction contemplated by this Plan of Merger will be in effect.
6.1.4 Neither party shall be subject to any Order of a court or agency of competent jurisdiction that enjoins or prohibits the FRB under BHCA; the approval consummation of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”)Merger.
(d) 6.1.5 The S-4 Registration Statement shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated commenced or threatened by the SECSEC and not withdrawn.
(e) No order, injunction or decree 6.1.6 The shares of Purchaser Common Stock to be issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the as Per Share Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree Consideration shall have been enactedaccepted for listing on the Nasdaq stock exchange, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation subject to official notice of the Mergerissuance.
Appears in 1 contract
Sources: Merger Agreement (Choiceone Financial Services Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be are subject to the satisfaction fulfillment (or waiver by Company and Purchaser) at or prior to the Effective Time of the following conditions:
(a) Seasons 6.1.1 The Company Shareholder Approval shall have obtained the Required Seasons Vote been obtained.
6.1.2 Company and Purchaser shall have received all regulatory approvals required in connection with the adoption transactions contemplated by this Plan of this Agreement Merger, all applicable notice periods and NBC waiting periods shall have obtained expired, and all such regulatory approvals shall be in effect and no such approvals shall contain any conditions, restrictions or requirements which the Required NBC Vote Board of Directors of Purchaser reasonably determines in connection with good faith would, following the adoption of this AgreementEffective Time, have a Company Material Adverse Effect or Purchaser Material Adverse Effect.
(b) The shares 6.1.3 No provision of NBC Common Stock to be issued to any applicable Law making illegal or otherwise prohibiting the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on be in effect and no temporary, preliminary or permanent restraining Order preventing the AMEX, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval consummation of the Merger by will be in effect.
6.1.4 Neither party shall be subject to any Order of a court or agency of competent jurisdiction that enjoins or prohibits the FRB under BHCA; the approval consummation of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”)Merger.
(d) 6.1.5 The S-4 Registration Statement shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated commenced or threatened by the SEC.
(e) No order, injunction or decree 6.1.6 The shares of Purchaser Common Stock to be issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the as Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree Consideration shall have been enactedauthorized for listing on The NASDAQ Global Select Market, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation subject to official notice of the Mergerissuance.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment (or waiver by all parties, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreement.been obtained;
(b) The shares No Order (whether temporary, preliminary or permanent) by any Governmental Entity of NBC Common Stock competent jurisdiction shall have been entered and shall continue to be issued to in effect and no Law shall have been adopted or be effective, in each case that prohibits the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on or any of the AMEXtransactions contemplated hereby or by the Ancillary Agreements, subject to official notice of issuance.including the Contribution or the IAC Share Issuance;
(c) All regulatory approvals required Any waiting period (and any extension thereof) under the HSR Act relating to consummate the transactions contemplated hereby (including the approval of the Merger by this Agreement or by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) Ancillary Agreements shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof terminated or shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).expired;
(d) The Form S-4 shall have become been declared effective by the SEC under the Securities Act, Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC.; and
(e) No order, injunction or decree The shares of NewCo Class A Common Stock to be issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of in the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enactedapproved for listing on NASDAQ, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation subject to official notice of the Mergerissuance.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Shareholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreement.been obtained;
(b) The shares of NBC Common Stock to be issued to the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on the AMEX, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, executive order, decree, ruling or injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits prohibits, restricts or makes illegal the consummation of the Merger substantially on the terms contemplated hereby, and there shall be no order or injunction of a court of competent jurisdiction in effect precluding or restricting consummation of the Merger;
(c) Other than the filing provided for in Section 1.3 hereof, all filings required pursuant to Sections 3.11 and 4.6 hereof, and all material consents, approvals, and authorizations required to be obtained prior to the Effective Time by the parties hereto from any Governmental Entity to consummate the Merger, shall have been made or obtained, as the case may be;
(d) The Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; and
(e) The Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance.
Appears in 1 contract
Sources: Merger Agreement (Lee Sara Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party Party to effect the Merger shall be subject to the satisfaction at on or prior to the Effective Time of each of the following conditions:conditions (any or all of which may be waived by the Parties in writing, in whole or in part, to the extent permitted by applicable Law):
(ai) Seasons The Company Stockholder Approval shall have been obtained in accordance with applicable Law and (ii) the Required Seasons Vote in connection with the adoption of this Agreement and NBC Parent Shareholder Approval shall have been obtained the Required NBC Vote in connection accordance with the adoption of this Agreement.applicable Law;
(b) The shares No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity of NBC Common Stock to be issued to competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on or makes the AMEX, subject to official notice of issuance.Merger illegal;
(c) All regulatory approvals required Any waiting period (and any extension thereof) applicable to consummate the transactions contemplated hereby (including the approval consummation of the Merger by under any Competition Law shall have expired or been terminated;
(d) The CFIUS Approval and the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) Regulatory Approvals shall have been obtained (and all conditions to such approval required to be satisfied as of Closing shall have been satisfied or waived) and shall remain in full force and effect and all statutory waiting periods in respect thereof effect;
(e) The Form F-4 shall have expired or been terminated (all such approvals declared effective, and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 Form F-4 shall have been issued be in effect and no proceedings for that such purpose shall have been initiated be pending before or threatened by the SEC.; and
(ef) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing The Parent Common Shares issuable to the consummation stockholders of the Company in connection with the Merger or any and in respect of the other transactions contemplated by this Agreement shall be Company Equity Awards in effect. No statute, rule, regulation, order, injunction or decree accordance with Section 1.7 shall have been enactedconditionally approved for listing on the TSX, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal subject only to the consummation provision of such required documentation as is customary in the Mergercircumstances.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be is subject to the satisfaction or waiver (to the extent permitted by applicable Law and other than the condition set forth in Section 6.1(a) which may not be waived by any party) at or prior to the Effective Time of each of the following conditions:
(a) Seasons The Company Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(bi) The shares of NBC Common Stock to be No Governmental Entity having competent jurisdiction shall have enacted, issued to or entered any Order that remains in effect that enjoins or otherwise prohibits the holders of Seasons Common Stock upon Merger substantially on the terms contemplated by this Agreement, (ii) no Law shall have been enacted or promulgated by any Governmental Entity having competent jurisdiction that makes consummation of the Merger illegal and (iii) no Governmental Entity having competent jurisdiction shall have been authorized for listing on the AMEX, subject to official notice of issuanceinstituted any proceeding seeking any such Laws and Orders.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(di) The Form S-4 shall have become effective under the Securities Act, no (ii) the Form S-4 shall not be the subject of any stop order suspending or proceedings seeking a stop order, and (iii) the effectiveness SEC shall not have initiated or threatened any proceeding for that purpose or any similar proceeding in respect of the S-4 Proxy Statement/Prospectus.
(d) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and the consents or approvals from the Specified Governmental Entities shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SECobtained.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing The Parent Shares issuable to the consummation of the Merger or any of the other transactions Company Stockholders as contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enactedapproved for listing on The NASDAQ Stock Market, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation subject to official notice of the Mergerissuance.
Appears in 1 contract
Sources: Merger Agreement (Atmel Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party Urban and Head Acquisition LP or Head Acquisition Corp to effect the Merger shall be on the Closing Date are subject to the satisfaction at or waiver on or prior to the Effective Time Closing Date of the following conditions:
(a) Seasons shall have obtained if required by the Required Seasons Vote in connection with the adoption of MGCL, this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreement.
(b) The shares of NBC Common Stock to be issued to the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on approved by the AMEX, subject to official notice of issuance.Urban stockholders in accordance with the MGCL;
(cb) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) no Governmental Entity shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired enacted, issued, promulgated, enforced or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Actentered any law, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No rule, regulation, executive order, decree, injunction or decree issued by any court other order (whether temporary, preliminary or agency of competent jurisdiction permanent) which is then in effect (which order or other legal restraint action the parties hereto shall use their commercially reasonable efforts to vacate or prohibition (an “Injunction”lift) preventing and which prohibits or precludes the consummation of the Merger under applicable Law; and
(c) Head Acquisition LP or any Head Acquisition Corp shall have accepted for payment and paid for, pursuant to the terms and conditions of the other transactions contemplated by this Agreement Offer, all shares of Urban Stock duly tendered pursuant to the Offer and not withdrawn; PROVIDED, HOWEVER, that neither Head Acquisition LP nor Head Acquisition Corp shall be in effect. No statute, rule, regulation, order, injunction or decree entitled to rely on this condition if either of them shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal failed to accept for payment and pay for shares of Urban Stock pursuant to the consummation Offer in breach of the Mergertheir obligations under this Agreement.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be subject to the satisfaction fulfillment or waiver by each of the parties to this Agreement at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Shareholder Approval shall have been obtained in accordance with Applicable Laws, the Required Seasons Vote in connection with Company Charter and the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this AgreementCompany By-Laws.
(b) The shares of NBC Common Stock to be issued (i) Any waiting period applicable to the holders of Seasons Common Stock upon consummation of the Merger under the HSR Act shall have expired or been terminated; (ii) any waiting period applicable to the consummation of the Merger under Non-U.S. Antitrust Laws shall have expired or been terminated; and (iii) all required approvals or clearances in the jurisdictions identified in Section 5.3(b) of the Parent Disclosure Letter shall have been authorized for listing on the AMEX, subject to official notice of issuanceobtained or any applicable waiting period thereunder shall have expired or been terminated.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) Parent shall have been obtained received written confirmation by CFIUS that it has completed its review (or, if applicable, investigation) under FINSA and shall remain in full force and effect and all statutory waiting periods in determined that there are no unresolved national security concerns with respect thereof shall have expired or been terminated (all such approvals and to the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”)Transactions.
(d) The S-4 There shall have become effective under be no decree, order, ruling or injunction (whether temporary, preliminary or permanent) of any Governmental Authority that prohibits the Securities Act, no stop order suspending the effectiveness consummation of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SECMerger.
(e) No order, injunction There shall not be pending any Proceedings challenging or decree issued by any court seeking to restrain or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statuteTransactions, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced and no threat by any Governmental Entity which prohibits Person to institute any Proceeding challenging or makes illegal seeking to restrain or prohibit the consummation of the MergerMerger or the Transactions shall remain outstanding.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions:
(a1) Seasons The Company Shareholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b2) The shares Bidder Shareholder Approval shall have been obtained.
(3) All of NBC Common Stock to be issued the conditions to the holders of Seasons Common Stock upon consummation of the Life Technologies Merger shall have been authorized for listing on satisfied or waived in accordance with the AMEXterms of the Life Technologies Merger Agreement, subject to official notice of issuanceand the Life Technologies Merger shall be effective simultaneously with the Effective Time. The condition set forth in this paragraph (c) shall not be waivable by either party.
(c4) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, executive order, decree, ruling or permanent injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the MergerMerger substantially on the terms contemplated hereby; PROVIDED that the party seeking to rely upon this condition has fully complied with and performed its obligations pursuant to Section 4.3.
(5) The applicable waiting period under the HSR Act shall have expired or been terminated.
(6) The shares of Bidder Common Stock to be issued in the Merger shall have been approved for quotation on the Nasdaq National Market, subject to official notice of issuance.
(7) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect.
Appears in 1 contract
Sources: Merger Agreement (Invitrogen Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment (or written waiver by all parties) at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) The shares No injunction, restraint or prohibition by any court or other tribunal of NBC Common Stock to be issued to competent jurisdiction which prohibits the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on the AMEX, subject entered and shall continue to official notice of issuancebe in effect.
(ci) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF Any applicable waiting period under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof HSR Act shall have expired or been earlier terminated, (ii) the European Commission shall have issued a decision under the EC Merger Regulation declaring the Merger compatible with the common market, and (iii) all applicable waiting and other time periods under other applicable foreign, federal antitrust, competition or fair trade Laws or applicable Laws, other than the HSR Act and the EC Merger Regulation, shall have expired, lapsed or been terminated (as appropriate) and all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 regulatory clearances in any relevant jurisdiction shall have been issued and no proceedings for obtained, in each case, in respect of the Merger unless otherwise waived by Parent (the “Foreign Antitrust Condition”); provided, however, that purpose with respect to the Foreign Antitrust Condition, the failure of such condition shall have been initiated not relieve either Parent or threatened by Merger Sub of its obligation to consummate the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the Merger unless consummation of the Merger or without obtaining any of the other transactions contemplated by regulatory clearances referred to in this Agreement shall subclause (iii) would reasonably be expected to have, individually or in effect. No statutethe aggregate, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Mergera Company Material Adverse Effect.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions:
(a) Seasons shall have obtained If such approval of the Required Seasons Vote in connection with the adoption of Merger is required by applicable law, this Agreement and NBC the transactions contemplated hereby shall have obtained been approved by the Required NBC Vote holders of the issued and outstanding Shares in connection with the adoption manner required by the Company's Certificate of this AgreementIncorporation and By-laws and by applicable law; provided that Parent and Parent Sub shall vote all of their Shares in favor of the Merger.
(b) The shares of NBC Common Stock to be issued waiting period applicable to the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on under the AMEX, subject HSR Act or any other law (domestic or foreign) applicable to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated and all consents, authorizations, orders and approvals of (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”)filings or registrations with) any governmental commission, board or other regulatory body which are set forth on Exhibit 8.1 hereto, shall have been obtained or made.
(dc) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness Neither of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement parties hereto shall be in effect. No subject to any statute, rule, regulation, executive order, judgment, decree or injunction or decree shall have been enacted, entered, issued, promulgated or enforced by any Governmental Entity court of competent jurisdiction or governmental authority which prohibits or makes illegal restricts the consummation of the Mergertransactions contemplated by this Agreement or makes such consummation illegal; provided, however, that prior to invoking this condition each party agrees to use its reasonable efforts to have any such decree, order or injunction lifted or vacated.
Appears in 1 contract
Sources: Merger Agreement (Loctite Corp)
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 at or prior to the Effective Time of the following conditions:
(a) Seasons The Company shall have obtained received the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this AgreementCompany Stockholder Approval.
(b) The shares Effective Time shall have occurred at or before the close of NBC Common Stock business in New York City on December 31, 1997 (the "Outside Date"); PROVIDED, HOWEVER, that News Corp. shall not have the right to be issued to terminate this Agreement if the holders of Seasons Common Stock upon consummation Effective Time shall not have occurred solely as a result of the Merger shall have been authorized failure to obtain the FCC approval for listing on the AMEX, subject to official notice of issuancetransactions contemplated by the Transfer Agreement.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF Any applicable waiting period under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof HSR Act shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”)terminated.
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 No action shall have been issued taken, and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, executive order, judgment, decree, or injunction or decree (other than a temporary restraining order) shall have been enacted, entered, promulgated or enforced (and not repealed, superseded, lifted or otherwise made inapplicable), by any court of competent jurisdiction or Governmental Entity which restrains, enjoins or otherwise prohibits or makes illegal the consummation of the MergerTransactions (each party agreeing to use its commercially reasonable efforts to avoid the effect of any such statute, rule, regulation or order or to have any such order, judgment, decree or injunction lifted).
(e) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time Closing Date of the following conditions:
(a) Seasons This Agreement and the transactions contemplated hereby shall have obtained been approved by the Required Seasons Vote in connection with requisite vote of the adoption holders of this Agreement the issued and NBC shall have obtained outstanding shares of capital stock of the Required NBC Vote in connection with the adoption of this AgreementCompany.
(b) The shares waiting period applicable to the consummation of NBC the Merger under the HSR Act shall have expired or been terminated.
(c) Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction in the United States which prohibits the consummation of the transactions
(d) The Registration Statement shall have become effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of the Registration Statement shall have been issued, no action, suit, proceeding or investigation by the Commission to suspend the effectiveness thereof shall have been initiated and be continuing, and all material approvals under state securities laws relating to the issuance or trading of the Parent Common Stock to be issued to the holders of Seasons Common Stock upon consummation of Company stockholders in connection with the Merger shall have been authorized received. (e) The Parent Common Stock to be issued to the Company stockholders in connection with the Merger shall have been approved for listing on the AMEXNasdaq National Market, subject only to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Advanced Energy Industries Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment (or waiver by all parties) at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) The shares No injunction by any court or other tribunal of NBC Common Stock to be issued to competent jurisdiction that prohibits the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on the AMEX, subject entered and shall continue to official notice of issuancebe in effect.
(c) All regulatory approvals and the expirations or terminations of waiting periods (including any extension thereof) required to consummate be obtained or to have occurred under the HSR Act and under the Regulatory Laws of the jurisdictions listed on Section 6.1(c) of the Company Disclosure Schedules, or any other jurisdiction in respect of which the Parties mutually agree that, due to change in Law: (i) a notification and approval or observation of waiting period is required under the Regulatory Laws of such jurisdiction and (ii) such notification and approval or observation of waiting period should be a condition to consummation of the Merger; provided however, that this Section 6.1(c) shall not limit the determination by the parties of those jurisdictions in which filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, Governmental Entities in connection with the consummation of the transactions contemplated hereby (including by this Agreement, or the approval obligations of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred parties to herein as the “Requisite Regulatory Approvals”make timely filings pursuant to Section 5.6(c).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 CFIUS Approval shall have been issued obtained. For the purposes of this Agreement, “CFIUS Approval” means Parent and no proceedings for that purpose the Company shall have been initiated or threatened by the SEC.
received (ea) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation written notice from CFIUS that review under Section 721 of the Merger or any U.S. Defense Production Act of 1950, as amended, of the other transactions transaction contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree has been concluded; and CFIUS shall have determined that there are no unresolved national security concerns with respect to the transaction contemplated by this Agreement, and advised that action under said Section 721, and any investigation related thereto, has been enacted, entered, promulgated concluded with respect to such transaction; (b) CFIUS has concluded that the transaction is not a covered transaction and not subject to review under applicable Law; or enforced by any Governmental Entity which prohibits or makes illegal (c) CFIUS shall have sent a report to the consummation President of the MergerUnited States requesting the President’s decision on the CFIUS notice submitted by Parent and Company and either (1) the period under the Defense Production Act of 1950, as amended, during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the transactions contemplated hereby shall have expired without any such action being threatened, announced or taken or (2) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated hereby.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment (or written waiver by all parties) at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) The shares No injunction, restraint or prohibition by any court or other tribunal of NBC Common Stock to be issued to competent jurisdiction which prohibits the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on the AMEX, subject entered and shall continue to official notice of issuancebe in effect.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF i) Any applicable waiting period under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof HSR Act shall have expired or been earlier terminated, (ii) the European Commission shall have issued a decision under the EC Merger Regulation declaring the Merger compatible with the common market, and (iii) all applicable waiting and other time periods under other applicable foreign, federal antitrust, competition or fair trade Laws or applicable Laws, other than the HSR Act and the EC Merger Regulation, shall have expired, lapsed or been terminated (as appropriate) and all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 regulatory clearances in any relevant jurisdiction shall have been issued and no proceedings for obtained, in each case, in respect of the Merger unless otherwise waived by Parent (the “Foreign Antitrust Condition”); provided, however, that purpose with respect to the Foreign Antitrust Condition, the failure of such condition shall have been initiated not relieve either Parent or threatened by Merger Sub of its obligation to consummate the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the Merger unless consummation of the Merger or without obtaining any of the other transactions contemplated by regulatory clearances referred to in this Agreement shall subclause (iii) would reasonably be expected to have, individually or in effect. No statutethe aggregate, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Mergera Company Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Rohm & Haas Co)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party Party to effect the Merger shall be subject to the satisfaction fulfillment (or written waiver by all Parties) at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) The shares No injunction, restraint or prohibition by any Governmental Entity or other tribunal of NBC Common Stock to be issued to competent jurisdiction which prohibits the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on the AMEX, subject entered and shall continue to official notice of issuancebe in effect.
(ci) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval The PRC’s Ministry of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF Commerce shall have issued a decision under the Financial Institutions Code of GeorgiaPRC Merger Regulation approving the Merger, and (ii) all applicable waiting and other time periods under other applicable foreign, federal antitrust, competition or fair trade Laws or applicable Laws, other than the PRC Merger Regulation, shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired expired, lapsed or been terminated (as appropriate) and all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 regulatory clearances in any relevant jurisdiction shall have been issued and no proceedings for obtained, in each case, in respect of the Merger unless otherwise waived by Parent (the “Foreign Antitrust Condition”); provided, however, that purpose with respect to the Foreign Antitrust Condition, the failure of such condition shall have been initiated not relieve either Parent or threatened by Merger Sub of its obligation to consummate the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the Merger unless consummation of the Merger or without obtaining any of the other transactions contemplated by regulatory clearances referred to in this Agreement shall subclause (iii) would reasonably be expected to have, individually or in effect. No statutethe aggregate, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Mergera Company Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (BMP Sunstone CORP)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be subject to the satisfaction at on or prior to the Effective Time Closing Date of each of the following conditions:conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law):
(a) Seasons This Agreement shall have obtained been adopted by the Company Required Seasons Vote in connection accordance with the adoption DGCL and the Company’s certificate of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreement.incorporation;
(b) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the Merger or makes consummation of the Merger illegal;
(c) Any mandatory waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other statute or rule requiring premerger notification shall have expired or been terminated;
(d) The shares Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of NBC the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC;
(e) The Parent Common Stock to be issued issuable to the holders stockholders of Seasons Common Stock upon consummation of the Company pursuant to the Merger shall have been authorized for listing on the AMEXNYSE, subject to official notice of issuance.; and
(cf) All regulatory approvals Each of the Company and Parent shall have obtained all material Permits required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the MergerAgreement.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time Closing Date of the following conditions:
(a) Seasons (i) The Company Requisite Vote shall have been obtained and (ii) the Required Seasons Parent Requisite Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(bi) The waiting period applicable to the consummation of the Merger shall have expired or been terminated under the HSR Act and (ii) any mandatory waiting period or required consent under any applicable foreign competition or antitrust law or regulation shall have expired or been obtained except where the failure to observe such waiting period or obtain a consent referred to in this clause (ii) would not reasonably be expected to delay or prevent the consummation of the Merger or have a material adverse effect on the expected benefits of the transactions contemplated by this Agreement to Parent.
(c) None of the parties hereto shall be subject to any decree, order or injunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger; and no statute, rule or regulation shall have been enacted by any governmental authority which prohibits or makes unlawful the consummation of the Merger.
(d) The Registration Statement shall have become effective and no stop order with respect thereto shall be in effect and no proceedings for that purpose shall have been commenced or threatened by the SEC.
(e) The shares of NBC Parent Common Stock to be issued pursuant to the holders of Seasons Common Stock upon consummation of the Merger and shares issuable pursuant to Assumed Options shall have been authorized for listing on the AMEX, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
Appears in 1 contract
Sources: Merger Agreement (Mitchell Energy & Development Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time Closing Date of the following conditions, any and all of which may be waived in whole or in part by the Company or Parent, as the case may be, to the extent permitted by applicable law:
(a) Seasons No statute, rule or regulation shall have obtained been enacted or promulgated by any Governmental Entity which prohibits the Required Seasons Vote consummation of the Merger; and there shall be no order, decree or injunction of a court of competent jurisdiction in connection with effect precluding consummation of the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this AgreementMerger.
(b) The shares Commissioner shall have issued the Permit and the qualification thereunder shall not be the subject of NBC Common Stock any stop order or proceedings seeking a stop order.
(c) The Parent Shares to be issued to the holders Shareholders pursuant to this Agreement and upon exercise of Seasons Common Stock Company Options shall have been authorized for trading on The Nasdaq National Market effective upon consummation of the Closing Date.
(d) This Agreement shall have been adopted and the Merger shall have been authorized for listing on approved by the AMEXCompany Required Vote. For purposes of this Agreement, subject to official notice of issuance.
(c) All regulatory approvals required to consummate "Company Required Vote" shall mean the transactions contemplated hereby (including the approval affirmative vote of the Merger by the FRB under BHCA; the approval holders of a majority of the National Bank Merger by the OCC outstanding shares of (i) Company Common Stock, (ii) Company Common Stock and FDIC Company Preferred Stock and by the GDBF under the Financial Institutions Code of Georgia(iii) shall have been obtained and shall remain Company Preferred Stock, in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein each case, voting separately as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness a single class as of the S-4 shall have been issued and no proceedings record date for that purpose shall have been initiated or threatened by the SECSpecial Meeting.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization and Merger (National Information Consortium)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time Closing Date of the following conditions:
(a) Seasons This Agreement and the transactions contemplated hereby shall have obtained been approved in the Required Seasons Vote in connection with manner required by applicable law by the adoption holders of this Agreement the issued and NBC shall have obtained the Required NBC Vote in connection with the adoption outstanding shares of this Agreementcapital stock of SnapGear entitled to vote thereon.
(b) The shares Neither of NBC the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted.
(c) All material approvals required under state securities laws relating to the issuance of the CyberGuard Common Stock to be issued to the holders of Seasons Common Stock upon consummation of SnapGear stockholders in connection with the Merger shall have been authorized for listing on the AMEX, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”)received.
(d) The S-4 shall have become effective under All material consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the Securities Actexecution, no stop order suspending the effectiveness delivery and performance of the S-4 this Agreement shall have been issued obtained or made, except for filings in connection with the Merger and no proceedings for that purpose shall have been initiated or threatened by any other documents required to be filed after the SECEffective Time.
(e) No order, injunction or decree issued by any court or agency The shares of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation CyberGuard Common Stock issuable as part of the Merger or any of the other transactions transaction contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation approved as additional shares of the MergerCyberGuard Common Stock for listing upon notice of issuance to The Nasdaq Stock Market.
Appears in 1 contract
Sources: Merger Agreement (Cyberguard Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time Closing Date of the following conditions:
(a) Seasons (i) The Company Requisite Vote shall have been obtained and (ii) the Required Seasons Parent Requisite Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) (i) The waiting period applicable to the consummation of the Merger shall have expired or been terminated under the HSR Act and (ii) any mandatory waiting period or required consent under any applicable foreign competition or antitrust law or regulation shall have expired or been obtained except where the failure to observe such waiting period or obtain a consent referred to in this clause (ii) would not reasonably be expected to delay or prevent the consummation of the Merger or have a material adverse effect on the expected benefits of the transactions contemplated by this Agreement to Parent.
(c) None of the parties hereto shall be subject to any decree, order or injunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger; and no statute, rule or regulation shall have been enacted by any governmental authority which prohibits or makes unlawful the consummation of the Merger.
(d) The Registration Statement shall have become effective and no stop order with respect thereto shall be in effect and no proceedings for that purpose shall have been commenced or threatened by the SEC.
(e) The shares of NBC Parent Common Stock to be issued pursuant to the holders of Seasons Common Stock upon consummation of the Merger and shares issuable pursuant to Assumed Options shall have been authorized for listing on the AMEX, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions:
(a) Seasons This Agreement and the Merger shall have obtained been approved and adopted by the Required Seasons Vote requisite vote of the holders of Metamor Common Stock at the Metamor Special Meeting in connection with the adoption manner required by Law and the issuance of this Agreement and NBC the shares of PSINet Common Stock in the Merger shall have obtained been approved and adopted by the Required NBC Vote requisite vote of the holders of PSINet Common Stock at the PSINet Special Meeting in connection accordance with applicable Law and the adoption Rules of this Agreementthe Nasdaq National Market System.
(b) The waiting period applicable to the consummation of the Merger under the HSR Act and other applicable Merger Control Laws shall have expired or been terminated and any material consents from third parties listed on EXHIBIT 8.1(B) hereto which are required to be received prior to the Closing Date with respect to the Transactions shall have been received.
(c) The shares of NBC PSINet Common Stock to be issued in the Merger and upon exercise of the Metamor Assumed Options and such other shares to the holders of Seasons Common Stock upon consummation of be reserved for issuance in connection with the Merger shall have been authorized approved for listing on the AMEX, subject to Nasdaq National Market System upon official notice of issuance.
(cd) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) The Registration Statement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and declared effective by the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective SEC under the Securities Act, no stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued by the SEC, and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the The consummation of the Merger shall not be restrained, enjoined or prohibited by any of the other transactions contemplated by this Agreement shall be in effect. No statuteorder, rulejudgment, regulation, orderdecree, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation ruling of the Mergera court of competent jurisdiction.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment (or waiver by all parties) at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) The shares No injunction by any court or other tribunal of NBC Common Stock to be issued to competent jurisdiction which prohibits the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on the AMEX, subject entered and shall continue to official notice of issuancebe in effect.
(c) All regulatory approvals required to consummate The FERC Approval, the transactions contemplated hereby (including MDPU Approval and the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) MPSC Approval shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and obtained, the expiration or termination of the waiting and review periods (and any extensions thereof) under the HSR Act shall have occurred, there shall be no pending challenge by a Governmental Entity seeking to prohibit the Merger (all such permits, approvals, filings and consents and the lapse of such waiting periods period being referred to herein as the “Requisite Regulatory Approvals”).
, and (di) The S-4 all such Requisite Regulatory Approvals shall have become effective under be in full force and effect and final and nonappealable and (ii) neither the Securities ActMDPU Approval nor the MPSC Approval shall require Parent, no stop order suspending Merger Sub or the effectiveness Company to take, or cause to be taken, any action with respect to any of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated assets, businesses or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation product lines of the Merger Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries (including the other transactions contemplated by this Agreement shall be Surviving Corporation), or any combination thereof, if such action would result in effect. No statutea material adverse effect on or with respect to the business, rulefinancial condition or continuing results of operations of Parent and its Subsidiaries (including the Surviving Corporation), regulationtaken as a whole (assuming Parent and its Subsidiaries (including the Surviving Corporation), ordertaken as a whole were an entity with assets, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal liabilities and revenues of an entity the consummation size of the MergerCompany and its Subsidiaries, take as a whole).
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment (or waiver by all parties) at or prior to the Effective Time of the following conditions:
(a) Seasons The Company Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) The shares No injunction or order of NBC Common Stock to be issued to the holders any Governmental Entity of Seasons Common Stock upon consummation of the Merger competent jurisdiction shall have been authorized for listing on the AMEX, subject entered or issued and shall continue to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC be in effect and FDIC and by the GDBF under the Financial Institutions Code of Georgia) no Law shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired adopted, enacted or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened promulgated by the SEC.
(e) No order, injunction or decree issued by any court or agency a Governmental Entity of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be that remains in effect. No statute, rulein each case that prevents, regulationenjoins, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
(c) All applicable waiting periods (including any extensions thereof) under the HSR Act shall have expired or been terminated and all Approvals under the Regulatory Laws listed on Section 6.1(c) of the Parent Disclosure Schedule shall have been obtained or shall have occurred, as applicable.
(d) The CFIUS Approval shall have been obtained. For the purposes of this Agreement, “CFIUS Approval” means Parent and the Company shall have received: (i) as a result of a joint voluntary notice or declaration submitted to CFIUS, written notice from CFIUS that review of the transaction contemplated by this Agreement under Section 721 of the DPA has been concluded and CFIUS shall have determined that there are no unresolved national security concerns with respect to the transaction, and advised that action under said Section 721, and any investigation related thereto, has been concluded with respect to such transaction; (ii) written confirmation that the notified transaction is not a “covered transaction”, “covered investment”, or “covered real estate transaction” as those terms are defined by the DPA’s implementing regulations, and therefore is not subject to review by CFIUS; or (iii) CFIUS shall have sent a report to the President of the United States requesting the President’s decision on the CFIUS notice submitted by Parent and the Company and either (A) the period under the DPA, during which the President may announce his decision to take action to suspend or prohibit the transactions contemplated by this Agreement shall have expired without any such action being threatened, announced or taken or (B) the President shall have announced a decision not to take any action to suspend or prohibit the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Varian Medical Systems Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be is subject to the satisfaction or waiver (to the extent permitted by applicable Law and other than the condition set forth in Section 6.1(a) which may not be waived by any party) at or prior to the Effective Time of each of the following conditions:
(a) Seasons The Company Stockholder Approval shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreementbeen obtained.
(b) The shares of NBC Common Stock to be (i) No Governmental Entity having competent jurisdiction shall have enacted, issued to or entered any Order that remains in effect that enjoins or otherwise prohibits the holders of Seasons Common Stock upon Merger substantially on the terms contemplated by this Agreement, (ii) no Law shall have been enacted or promulgated by any Governmental Entity having competent jurisdiction that makes consummation of the Merger illegal and (iii) no Governmental Entity having competent jurisdiction shall have been authorized for listing on the AMEX, subject to official notice of issuanceinstituted any proceeding seeking any such Laws and Orders.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(di) The Form S-4 shall have become effective under the Securities Act, no (ii) the Form S-4 shall not be the subject of any stop order suspending or proceedings seeking a stop order, and (iii) the effectiveness SEC shall not have initiated or threatened any proceeding for that purpose or any similar proceeding in respect of the S-4 Proxy Statement/Prospectus.
(d) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and the consents or approvals from the Specified Governmental Entities shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SECobtained.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing The Parent Shares issuable to the consummation of the Merger or any of the other transactions Company Stockholders as contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enactedapproved for listing on The NASDAQ Stock Market, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation subject to official notice of the Mergerissuance.
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Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions:
(a) Seasons Buyer shall have obtained purchased shares of Company Common Stock pursuant to the Required Seasons Vote Offer; provided that this condition shall be deemed to have been satisfied with respect to the obligation of Buyer to effect the Merger if Buyer fails to accept for payment, or to pay for, shares of Company Common Stock pursuant to the Offer in connection with violation of the adoption terms of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of Offer or this Agreement.
(b) The shares of NBC Common Stock If required by applicable Law in order to be issued to consummate the holders of Seasons Common Stock upon consummation of Merger, this Agreement and the Merger shall have been authorized for listing on approved and adopted by the AMEXrequisite vote of the holders of Company Common Stock at the Special Meeting in the manner required by Law and the rules of the American Stock Exchange or any other stock exchange or market, subject but only if Buyer shall have used its best efforts to official notice of issuancesatisfy such condition.
(c) All regulatory approvals required The waiting period applicable to consummate the transactions contemplated hereby (including the approval consummation of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained HSR Act and shall remain in full force and effect and all statutory waiting periods in respect thereof any other applicable Merger Control Laws shall have expired or been terminated (all such approvals and any material consents from third parties listed on EXHIBIT 9.1 hereto which are required to be received prior to the expiration or termination of all such waiting periods being referred Closing Date with respect to herein as the “Requisite Regulatory Approvals”)Transactions shall have been received.
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger shall not be prohibited by any provision of applicable Law or restrained, enjoined or prohibited by any of the other transactions contemplated by this Agreement shall be in effect. No statuteorder, rulejudgment, regulation, orderdecree, injunction or decree shall have been enacted, entered, promulgated or enforced ruling by any a Governmental Entity which prohibits or makes illegal the consummation of the Mergercompetent jurisdiction.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be are subject to the satisfaction at or prior to waiver, where permissible, before the Effective Time Time, of the following conditions:
(a) Seasons shall have obtained the Required Seasons Vote in connection with the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this Agreement.
(b) The shares of NBC Common Stock to be issued to the holders of Seasons Common Stock upon consummation of the Merger shall have been authorized for listing on the AMEX, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, executive order, decree or injunction or decree shall have been enacted, entered, promulgated promulgated, or enforced by any court or Governmental Entity Authority which prohibits or makes illegal is in effect and has the effect of prohibiting the consummation of the Merger; and
(b) (i) in the case of the Parent's obligations, (x) all other Parent Required Statutory Approvals necessary for the consummation of the Merger and the transactions shall have been obtained and be in effect at the Effective Time, and (y) all other consents or approvals of Governmental Authorities necessary for the consummation of the Merger and the transactions shall have been obtained and be in effect at the Effective Time, except where the failure to obtain any such consent or approval could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and (ii) in the case of the Company's obligations, (x) all other Company Required Statutory Approvals necessary for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Effective Time, and (y) all other consents or approvals of Governmental Authorities necessary for the consummation of the Merger and the transactions shall have been obtained and be in effect at the Effective Time, except where the failure to obtain any such consent or approval could not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Emtec Inc/Nj)