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) SunCoast shall have obtained the Required SunCoast 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 SunCoast Common Stock upon consummation of the Merger shall have been authorized for listing on the American Stock Exchange, 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 Commissioner under the Florida banking law) 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. (f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
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) SunCoast 6.1.1 The Company Shareholder Approval shall have obtained the Required SunCoast 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 Agreement.
Effective Time, have a Company Material Adverse Effect or Purchaser Material Adverse Effect; provided that the Purchaser having to enter into a consent decree or other commitment containing Purchaser's agreement to (a) hold separate or divest Purchaser's or Company's or their Subsidiaries’ assets, facilities, properties or businesses, or the assets, facilities, properties or businesses to be acquired pursuant to the Merger, or (b) The shares limitations on its or its Subsidiaries’ conduct or actions or covenants affecting business practices, in each case as and to the extent necessary to obtain each necessary approval of NBC Common Stock or consent to consummate the Merger, shall not be permitted to be issued to considered by the holders Board of SunCoast Common Stock upon Directors of Purchaser in making such a determination.
6.1.3 No provision of any applicable Law making illegal or otherwise prohibiting the consummation of the Merger shall have been authorized for listing on be in effect and no temporary, preliminary or permanent restraining Order preventing the American Stock Exchange, 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 Commissioner under the Florida banking law) 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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
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:
(ai) SunCoast This Agreement and the Merger shall have obtained been adopted and approved by the Required SunCoast Vote in connection with affirmative vote of holders of a majority of the adoption issued and outstanding shares of this Agreement and NBC Company Common Stock entitled to vote thereon; and
(ii) The issuance of the shares of Parent Common Stock pursuant to the Merger shall have obtained been approved by the Required NBC Vote in connection with holders of issued and outstanding shares of Parent Common Stock as and to the adoption extent required by the rules of this Agreementthe NYSE.
(b) The waiting period applicable to the consummation of the Merger shall have expired or been terminated under (i) the HSR Act and (ii) any mandatory waiting period under any applicable foreign competition or antitrust law or regulation where the failure to observe such waiting period referred to in this clause (ii) would have a Parent Material Adverse Effect or a Company Material Adverse Effect.
(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; provided, however, that prior to invoking this condition each party agrees to comply with Section 7.5, and with respect to other matters not covered by Section 7.5, to use its commercially reasonable best efforts to have any such decree, order or injunction lifted or vacated; 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 Form S-4 shall have become effective and no stop order with respect thereto shall be in effect.
(e) The shares of NBC Parent Common Stock to be issued pursuant to the holders of SunCoast Common Stock upon consummation of the Merger shall have been authorized for listing on the American Stock ExchangeNYSE, subject to official notice of issuance.
(cf) All regulatory approvals required to consummate Parent and the transactions contemplated hereby (including the approval of Company shall have received from Deloitte & Touche LLP letters that the Merger by the FRB under BHCA; the approval will be treated as a "pooling of the National Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) 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”)interests" for financial accounting purposes.
(dg) The S-4 Company shall have become effective under received the Securities Act, no stop order suspending the effectiveness written consent of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by United States Nuclear Regulatory Commission ("NRC") to the SEC.
(e) No order, injunction or decree issued by any court or agency transfer of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation control of all NRC licenses 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 MergerCompany and its Subsidiaries pursuant to 10 CFR 30.34(b).
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
Appears in 1 contract
Sources: Merger Agreement (Western Atlas Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party hereto 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) SunCoast The Source Voting Proposal shall have obtained been approved in the Required SunCoast Vote in connection with manner required by applicable law, by the adoption applicable regulations of this Agreement The Nasdaq Stock Market, Inc. and NBC by the vote of the requisite holders of the issued and outstanding shares of capital stock of Source under applicable law and the certificate of incorporation of Source. The Company Voting Proposal shall have obtained been approved in the Required NBC Vote in connection with manner required by applicable law and by the adoption vote or written consent of this Agreementthe requisite holders of the issued and outstanding shares of capital stock of the Company under applicable law and the certificate of incorporation of the Company.
(b) Any applicable waiting periods or consents under the HSR Act or any other applicable Antitrust Laws relating to the Merger shall have expired, been terminated or been granted, as applicable.
(c) None of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction that 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 commercially reasonable efforts to have any such injunction lifted.
(d) Other than the filing of the Certificate of Merger, all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Authority in connection with the Merger and the consummation of the other transactions contemplated by this Agreement, the failure of which to file, obtain or occur is reasonably likely to have a Source Material Adverse Effect or a Company Material Adverse Effect shall have been filed, been obtained or occurred on terms and conditions which could not reasonably be likely to have a Source Material Adverse Effect or a Company Material Adverse Effect.
(e) The shares Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of NBC the Registration Statement shall have been issued and no proceeding for such purpose and no similar proceeding in respect of the Prospectus/Proxy Statement, shall have been initiated or threatened in writing (and not abandoned or withdrawn) by the SEC or its staff.
(f) Prior to the Closing Date, the Source Common Stock to be issued pursuant to the holders of SunCoast Common Stock upon consummation of the Merger transactions contemplated by this Agreement shall have been authorized be approved for listing on the American Stock Exchange, Nasdaq National Market subject to official notice of issuance.
(cg) All regulatory approvals required Source shall have amended its Articles of Incorporation to consummate increase the transactions contemplated hereby authorized shares of Source Common Stock from 40,000,000 to 100,000,000 or shall have effected the Reincorporation to provide for an adequate number of shares of Common Stock for the Share Issuance.
(including h) The Company shall have obtained the approval consent of its primary lender, General Electric Capital Corporation ("GECC"), or the Merger Company or Source shall have entered into an alternative financing arrangement for the combined company on terms no less favorable than those offered by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking lawGECC.
(i) The Distribution shall have been obtained and shall remain consummated 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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.accordance with Appendix A.
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 in writing by mutual agreement of the parties at or prior to the Effective Time Closing Date of the following conditions:
(a) SunCoast (i) The ▇▇▇▇▇ Requisite Vote shall have been obtained and (ii) the Required SunCoast Frontier 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 other applicable United States federal or state 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 ▇▇▇▇▇.
(c) None of the parties hereto shall be subject to any decree, order or injunction of a United States federal or state court of competent jurisdiction, 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 ▇▇▇▇▇ Common Stock to be issued pursuant to the holders Merger and the shares of SunCoast ▇▇▇▇▇ Common Stock reserved for issuance pursuant to Holly Stock Options (including those shares of Holly Common Stock to be issued upon consummation conversion of the Merger Frontier Restricted Stock in accordance with Section 2.3) shall have been authorized for listing on the American Stock ExchangeNYSE, subject to official notice of issuance.
(cf) 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 The New Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) Facility shall have been obtained executed, delivered 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 become effective, subject only 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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
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) SunCoast This Agreement and the transactions described herein shall have obtained been approved in the Required SunCoast Vote in connection with manner required by applicable law or by the adoption applicable regulations of this Agreement any stock exchange or other regulatory body, as the case may be, by the holders of the issued and NBC shall have obtained the Required NBC Vote in connection with the adoption outstanding shares of this Agreementcapital stock of Artra and WWWX.
(b) None of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction that prohibits the consummation of the transactions described in 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) The shares Form S-4 shall have become effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of NBC 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, or, to the knowledge of the Acquisition Corp, threatened, and all necessary approvals under state securities laws relating to the issuance or trading of the Acquisition Corp. Common Stock and Preferred Stock to be issued to the holders of SunCoast Common Stock upon consummation of Artra shareholders in connection with the Merger shall have been authorized for listing on the American Stock Exchange, 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 Commissioner under the Florida banking law) 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 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 and no proceedings obtained or made, except 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 filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where, in the opinion of Artra or WWWX, as the case may be, the failure to have obtained or made any of the other transactions contemplated by this Agreement shall be in effect. No statutesuch consent, rule, regulationauthorization, order, injunction approval, filing or decree shall registration would not have been enacteda material adverse effect on the business, enteredresults of operations or financial condition of Artra and the Acquisition Corp. (and their respective Subsidiaries), promulgated or enforced by any Governmental Entity which prohibits or makes illegal taken as a whole, following the consummation of the MergerEffective Time.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party of BankUnited and Central to effect the Merger and the other transactions 32 contemplated hereby shall be subject to the satisfaction fulfillment or waiver at or prior to the Effective Time of the following conditions:
(a) SunCoast The stockholders of Central shall have obtained approved all matters relating to the Required SunCoast Vote in connection with Merger required under applicable law at the adoption of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this AgreementStockholders' Meeting.
(b) This Agreement, the Merger, and the other transactions contemplated hereby shall have been approved by the OTS and any other Regulatory Authorities whose approval is required for consummation of the transactions contemplated hereby, which approvals are subject to no conditions that in the reasonable judgment of BankUnited would unduly restrict it or its Subsidiaries or affiliates in their respective spheres of operations and business activities after the Effective Time.
(c) The Registration Statement shall have been declared effective and shall not be subject to a stop order or any threatened stop order.
(d) Neither BankUnited nor Central shall be subject to any active litigation which seeks any order, decree or injunction of a court or agency of competent jurisdiction to enjoin or prohibit the consummation of the Merger and there shall be in effect no order, decree, or injunction of any court or agency of competent jurisdiction, directing that the consummation of the transactions contemplated by this Agreement be prohibited or enjoined.
(e) The shares of NBC BankUnited Common Stock issuable pursuant to be issued to the holders of SunCoast Common Stock upon consummation of the Merger shall have been authorized for listing trading on the American Stock Exchange, subject to NASDAQ upon official notice of issuance.
(cf) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval Holders of no more than ten percent of the Merger by the FRB under BHCA; the approval outstanding capital stock of the National Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) Central 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”)exercised dissenters' rights under Florida law.
(dg) The S-4 Central and BankUnited shall have become effective received an opinion of Counsel to BankUnited addressed to Central and BankUnited in form reasonably satisfactory to each of them, that for federal income tax purposes, the Merger will qualify as a reorganization under the Securities Act, no stop order suspending the effectiveness provisions of Section 368 of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SECCode.
(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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
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 Date of the following conditions:
(a) SunCoast This Merger Agreement and the transactions contemplated hereby shall have obtained been approved and adopted by the Required SunCoast Vote in connection with requisite vote of the adoption holders of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this AgreementCompany Common Stock.
(b) The shares of NBC Parent Common Stock to be issued to the holders of SunCoast Common Stock upon consummation of issuable in the Merger shall have been authorized for listing on the American Stock Exchange, subject to NYSE upon official notice of issuance.
(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 Commissioner under the Florida banking law) 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 Registration Statement shall have become effective under in accordance with the provisions of the Securities Act, no . No stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SECCommission and remain in effect.
(e) No temporary restraining order, preliminary or permanent injunction or decree issued other order by any court or agency other judicial or administrative body of competent jurisdiction (each, an "INJUNCTION") which prohibits or other legal restraint or prohibition (an “Injunction”) preventing prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its best efforts to have any such Injunction lifted), and there shall not be any action taken, or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulationregulation or order (whether temporary, order, injunction preliminary or decree shall have been permanent) enacted, entered, promulgated entered or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger illegal or prevents or prohibits the Merger.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will The Company shall have received from an investment banker engaged by SunCoastErnst & Young LLP, an opinionindependent auditors for the Company, a letter addressed to the Company dated within two days prior to the Effective Date, in substance reasonably satisfactory to Parent and the Company, to the effect thatthat Ernst & Young LLP concurs with Company management conclusions that no conditions exist related to the Company that would preclude Parent from accounting for the Merger as a pooling of interests and Parent shall have received from KPMG Peat Marwick LLP, as of independent auditors for Parent, a letter addressed to Parent dated within two days prior to the Execution Effective Date, in substance reasonably satisfactory to Parent and the consideration to be paid Company, to the stockholders of SunCoast in effect that KPMG Peat Marwick LLP concurs with Parent management conclusions that no conditions exist that would preclude Parent from accounting for the Merger is fair from as a financial point pooling of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBCinterests.
Appears in 1 contract
Sources: Merger Agreement (Cyrix 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 fulfillment at or prior to the Effective Time Closing Date of the following conditions:
(a) SunCoast The Plan of Merger and the transactions contemplated hereby shall have obtained been approved in the Required SunCoast Vote in connection with requisite manner by the adoption holders of this Agreement the issued and NBC outstanding shares of capital stock of Schu▇▇ ▇▇▇itled to vote thereon, which approval and the voting thereon shall have obtained be certified by the Required NBC Vote in connection with the adoption Chief Executive Officer of this AgreementSchu▇▇.
(b) The shares of NBC Common Stock to be issued to the holders of SunCoast Common Stock upon consummation of the Merger No action or proceeding shall have been authorized for listing on the American Stock Exchange, 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 Commissioner under the Florida banking law) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired instituted before a court 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 other governmental body by any court governmental agency or agency of competent jurisdiction public authority to restrain 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 or to obtain an amount of damages or other material relief in effect. No statute, rule, regulation, order, injunction connection with the execution of the Agreement or decree the related agreements or the consummation of the Merger; and no governmental agency shall have been enacted, entered, promulgated given notice to any party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law or enforced by any Governmental Entity which prohibits or makes illegal the that it intends to commence proceedings to restrain consummation of the Merger.
(fc) Prior All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business of Proxy Statement/ProspectusOakwood and Schu▇▇, SunCoast will ▇▇ken as a whole, following the Effective Time.
(d) The applicable waiting period under the HSR Act shall have expired or been terminated.
(e) The Board of Directors of Schu▇▇ ▇▇▇ll have received from an investment banker engaged by SunCoastthe written opinion of Chicago Corp., an opinion, to the effect that, dated as of the Execution date of the mailing of the Proxy Statement, which opinion shall not have been withdrawn as of the Closing Date, that the consideration to be paid Merger Consideration is fair to the stockholders shareholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBCSchu▇▇.
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, if permissible, at or prior to the Effective Time of the following conditions:
(a) SunCoast the waiting period applicable to the consummation of the Merger under the HSR Act shall have obtained the Required SunCoast 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.expired or been terminated;
(b) The shares of NBC Common Stock to be issued to no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the holders of SunCoast Common Stock upon consummation of the Merger shall have been issued and 30 remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted);
(c) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal;
(d) all consents from lenders required to consummate the Merger shall have been obtained and be in effect at the Effective Time;
(e) the shares of Parent Common Stock issuable in the Merger and those to be reserved for issuance upon exercise of stock options or warrants or the conversion of convertible debentures shall have been authorized for listing on the American Stock Exchange, subject to NYSE upon official notice of issuance.;
(cf) 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 Commissioner under the Florida banking law) 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 Registration Statement shall have become effective under in accordance with the provisions of the Securities Act, any material state blue sky or securities law shall have been complied with, and no stop order suspending the such effectiveness of the S-4 shall have been issued and remain in effect and no proceedings proceeding for that purpose shall have been initiated or threatened instituted by the SEC.SEC or any state regulatory authorities;
(eg) No orderCoopers & Lybrand L.L.P., 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 statutecertified ▇▇▇▇▇▇ accountants for Parent, rule, regulation, order, injunction or decree shall have been enacteddelivered a letter, entereddated the Closing Date, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger.
(f) Prior addressed to the filing of Proxy Statement/ProspectusParent, SunCoast will have received from an investment banker engaged by SunCoast, an opinionin form and substance reasonably satisfactory to Parent, to the effect that, as that the Merger will qualify for a pooling of interests accounting treatment if consummated in accordance with this Agreement;
(h) each of the Execution parties to the Agreement shall have received a letter dated the Closing Date, addressed to the consideration Company, from Arthur Andersen LLP regard▇▇▇ ▇▇c▇ ▇▇▇▇'▇ concurrence with the Company's management's conclusions that no conditions exist related to be paid to the Company that would preclude the Parent's accounting for the Merger with the Company as a pooling of interests under Accounting Principles Board Opinion No. 16 if closed and consummated in accordance with this Agreement; and
(i) this Agreement and the Merger, shall have been approved and adopted by the affirmative vote of the stockholders of SunCoast the Company as required by and in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBCaccordance with applicable law.
Appears in 1 contract
Sources: Merger Agreement (Transamerican Waste 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 at or prior to the Effective Time of the following conditions:
(a) SunCoast shall have obtained the Required SunCoast 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 SunCoast Common Stock upon consummation of the Merger Registration Statement shall have been authorized for listing on the American Stock Exchangedeclared effective, 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 Commissioner under the Florida banking law) 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 Registration Statement shall have been issued by the SEC or shall be continuing to be in effect, and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(eb) This Agreement and the Merger contemplated hereby shall have been approved and adopted by the requisite vote of the holders of the outstanding shares of Common Stock of the Company entitled to vote thereon at the Meeting.
(c) No orderUnited States, injunction Canadian or decree issued by any state governmental authority or other agency or commission or United States, Canadian or state court or agency of competent jurisdiction shall have enacted, issued, promulgated, enforced or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or entered any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree other order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the acquisition of Common Stock by Newco illegal or otherwise prohibiting consummation of the transactions contemplated by this Agreement.
(d) Any waiting period applicable to the Merger under the HSR Act shall have expired or been terminated.
(e) All filings with the FCC required under the Communications Act and with state agencies under state public utility statutes, if necessary, shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Mergermade.
(f) Prior to the filing The shares of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast Acquiror Common Stock issuable in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which or thereafter shall have been delivered authorized for listing on the Nasdaq National Market, upon official notice of issuance.
(g) There shall not have been instituted or pending any action or proceeding by or before any court or governmental authority or other regulatory or administrative agency or commission, domestic or foreign, by any government or governmental authority, nor shall there be any determination by any government, governmental authority, regulatory or administrative agency or commission which, in either case, would require either party to NBCtake any action or do anything in connection with the foregoing which would result in a material adverse effect to their respective businesses or materially impair Acquiror's or the Surviving Corporation's ownership or operation of all or a material portion of the business or assets of the Company and the Subsidiary, taken as a whole, or compel Acquiror to dispose of all or a material portion of the business or assets of Acquiror and the Subsidiaries, taken as a whole.
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) SunCoast This Agreement and the transactions contemplated hereby shall have obtained been approved by the Required SunCoast Vote holders of the issued and outstanding shares of capital stock of EVT in connection accordance with the adoption DGCL and EVT's Restated 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 consummation of NBC the Merger under the HSR Act shall have expired or been terminated.
(c) None 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 contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use all reasonable efforts to have any such 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, and all material approvals under state securities laws relating to the issuance or trading of the Guidant Common Stock to be issued to the holders of SunCoast Common Stock upon consummation of EVT stockholders in connection with the Merger shall have been authorized received.
(e) The Guidant Common Stock to be issued to EVT stockholders in connection with the Merger shall have been approved for listing on the American Stock NYSE and the Pacific Exchange, subject only to official notice of issuance.
(cf) All material consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission or other regulatory approvals body required to consummate in connection with the transactions contemplated hereby (including the approval execution, delivery and performance of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) this Agreement shall have been obtained and shall remain or made, except for filings 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 connection with the Merger or and any of the other transactions contemplated by this Agreement shall documents which may 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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration required to be paid to filed after the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBCEffective Time.
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 and the other transactions contemplated hereby shall be subject to the satisfaction fulfillment at or prior to the Effective Time Closing Date of the following conditionsconditions unless waived by the parties hereto:
(a) SunCoast Target shall have obtained the Required SunCoast Vote in connection with the adoption necessary approval of its holders of Target Common Stock and Target Series A Preferred Stock (voting as a separate class) of this Agreement Plan of Merger and NBC the transactions contemplated hereby;
(b) Buyer shall have obtained the Required NBC Vote in connection with the adoption necessary approval of its stockholders of this Agreement.
(b) The shares Plan of NBC Common Stock to be issued to Merger and the holders of SunCoast Common Stock upon consummation of the Merger shall have been authorized for listing on the American Stock Exchange, subject to official notice of issuance.transactions contemplated hereby;
(c) All regulatory approvals required to consummate HR shall have obtained the necessary approval of its stockholders of this Plan of Merger and the transactions contemplated hereby (hereby, including the approval of to issue the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) 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 HR Common Stock and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).HR Preferred Stock;
(d) The S-4 Registration Statement pertaining to the HR Common Stock and the HR Preferred Stock shall have become effective under in accordance with the provisions of the Securities Act, and no stop order suspending the such effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.remain in effect;
(e) No Neither Buyer nor Target, nor any of their respective subsidiaries, shall be subject to any order, decree or injunction or decree issued by any a court or agency of competent jurisdiction which (i) prevents or other legal restraint or prohibition (an “Injunction”) preventing materially delays the consummation of the Merger or (ii) would impose any material limitation on the ability of Buyer effectively to exercise full rights of ownership of the other transactions contemplated by this Agreement shall be in effect. No statuteSurviving Entity or any material portion of the assets or business of Target and the Target Subsidiaries, ruletaken as a whole;
(f) All governmental consents, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal orders and approvals legally required for the consummation of the Merger.Merger and the transactions contemplated hereby, including Target Required Statutory Approvals and Buyer Required Statutory Approvals, shall have been obtained and be in effect at the Effective Time, and all consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained;
(fg) Prior to The respective opinions of the filing of Proxy Statement/Prospectusfinancial advisors described in Section 3.31 and Section 4.21 shall not have been withdrawn, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, 46 48 revoked or modified in any material respect as of the Execution Datedate of the Joint Proxy Statement; and
(h) Each of Rich▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ch▇▇▇ ▇. ▇▇▇▇▇▇, and John ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ll execute and deliver the consideration consulting and non-competition agreements referred to be paid on Exhibit 7.1(h) to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBCTarget Disclosure Schedule.
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 in writing by mutual agreement of the parties at or prior to the Effective Time Closing Date of the following conditions:
(a) SunCoast (i) The Holly Requisite Vote shall have been obtained and (ii) the Required SunCoast Frontier 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 other applicable United States federal or state 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 Holly.
(c) None of the parties hereto shall be subject to any decree, order or injunction of a United States federal or state court of competent jurisdiction, 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 Holly Common Stock to be issued pursuant to the holders Merger and the shares of SunCoast Holly Common Stock reserved for issuance pursuant to Holly Stock Options (including those shares of Holly Common Stock to be issued upon consummation conversion of the Merger Frontier Restricted Stock in accordance with Section 2.3) shall have been authorized for listing on the American Stock ExchangeNYSE, subject to official notice of issuance.
(cf) 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 The New Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) Facility shall have been obtained executed, delivered 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 become effective, subject only 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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
Appears in 1 contract
Sources: Merger Agreement (Holly Corp)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party Party to effect the Merger shall be is subject to the satisfaction at or waiver (where permissible pursuant to Applicable Laws) on or prior to the Effective Time Closing Date of each of the following conditions:
(a) SunCoast shall have obtained the Required SunCoast Vote in connection with the adoption of this Agreement and NBC shall will have obtained been duly approved by the Required NBC Vote in connection with the adoption of this Agreement.Requisite Company Vote;
(b) The the Parent Stock Issuance will have been approved by the Requisite Parent Vote;
(c) if necessary, the Parent shall have filed with Nasdaq Listing of Additional Shares Notification Form with respect to the shares of NBC the Parent Common Stock to be issued pursuant to the holders of SunCoast Common Stock upon consummation of the Merger shall have been authorized for listing on the American Stock Exchange, 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 Commissioner under the Florida banking law) 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”).this Agreement;
(d) The the Merger and other transactions contemplated in this Agreement shall have been accepted by the TSXV;
(e) the Form S-4 shall have become effective under the Securities Act, no Act and shall not be the subject of any 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.order;
(ef) No orderif applicable, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the waiting period applicable to the consummation of the Merger under the HSR Act (or any extension thereof) shall have expired or been terminated and all required filings shall have been made and all required approvals obtained (or waiting periods expired or terminated) under applicable Antitrust Laws;
(g) no Governmental Body having jurisdiction over any Party shall have enacted, issued, promulgated, enforced, or entered any Laws or Orders, whether temporary, preliminary, or permanent, that make illegal, enjoin, or otherwise prohibit consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement;
(h) the number of Dissenting Shares that are the subject of Appraisal Demand Notices that have not been withdrawn shall not exceed 5% of the total number of shares of the Company Common Stock issued and outstanding prior to the Effective Time; and
(i) all consents, approvals and other authorizations of any Governmental Body set forth in Section 6.1 of the Company Disclosure Letter and Section 6.1 of the Parent Disclosure Letter and required to consummate the Merger, the Parent Stock Issuance, and the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree (other than the filing of the Articles of Merger with the Secretary of State of the State of Nevada) shall have been enactedobtained, entered, promulgated free of any condition that would reasonably be expected to have a Company Material Adverse Effect or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Mergera Parent Material Adverse Effect.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:
(a) SunCoast shall have obtained the Required SunCoast 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 SunCoast Common Stock upon consummation of the Merger Registration Statement shall have been authorized for listing on the American Stock Exchange, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval of the Merger declared effective by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) 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 Commission under the Securities Act, and no stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued by the Commission and shall be continuing to be in effect, and no proceedings for that purpose shall have been initiated or threatened by the SECCommission. All state securities laws or "blue sky" permits and authorizations necessary to issue the Share Consideration and other securities of Tango pursuant to the Merger and the transactions contemplated hereby shall have been received, or the issuance of the Share Consideration and other securities shall be exempt from the requirements of such state laws.
(eb) This Agreement and the Merger contemplated hereby and any other action necessary to consummate the transactions contemplated hereby shall have been approved and adopted by the requisite vote of (i) the holders of the outstanding shares of the Twister Common Stock entitled to vote thereon at the Twister Meeting and (ii) the holders of the outstanding shares of Tango Common Stock entitled to vote thereon at the Tango Meeting.
(c) No order, injunction Governmental Entity or decree issued by any court or agency of competent jurisdiction shall have enacted, issued, promulgated, enforced or other legal restraint entered any Law or prohibition Order (an “Injunction”whether temporary, preliminary or permanent) preventing which is in effect and has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger or any of the other transactions contemplated by this Agreement Agreement, nor shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced any proceeding by any Governmental Entity which prohibits seeking any of the foregoing be pending.
(d) The applicable waiting period under the HSR Act shall have expired or makes illegal been terminated without action by the Justice Department or the Federal Trade Commission to prevent consummation of the Merger.
(e) The shares of Tango Common Stock issuable to Twister's stockholders and option holders in the Merger or thereafter and the shares of Tango Common Stock to be issuable upon conversion of the Twister Debentures shall have been authorized for listing on the AMEX, upon official notice of issuance.
(f) Prior There shall not have been instituted or pending any action or proceeding by or before any Governmental Entity or Federal or state court, nor shall there be any determination by any Government Entity, which, in either case, would require either party to take any action or do anything in connection with the filing foregoing which would compel Tango to dispose of Proxy Statement/Prospectusall or a material portion of the business or assets of Tango and the Tango Subsidiaries, SunCoast will taken as a whole, or of Twister and the Twister Subsidiaries, taken as a whole.
(g) Tango and Twister shall have received a letter from an investment banker engaged by SunCoasteach of Ernst & Young LLP and KPMG Peat Marwick LLP, an opiniondated as of the Effective Time, in form and substance reasonably satisfactory to them, to the effect that, that the Merger qualifies for "pooling of interests" treatment for financial reporting purposes and that such accounting treatment is in accordance with generally accepted accounting principles.
(h) Twister shall have received the opinion of Stroock & Stroock & Lava▇ ▇▇▇ dated as of the Execution DateEffective Time, the consideration to be paid to the stockholders of SunCoast in effect that (i) the Merger is fair from will be treated for Federal income tax purposes as a financial point reorganization within the meaning of view Section 368(a) of the Code, (ii) that each of Tango, Merger Sub and Twister will be a party to such holders the reorganization within the meaning of SunCoast Section 368(b) of the Code and (iii) that no gain or loss will be recognized by a stockholder of Twister as a result of the Merger with respect to the Twister Shares converted solely into shares of the Tango Common Stock, a signed copy of which .
(i) Tango shall have been delivered received the opinion of Roge▇▇ & Hard▇▇, ▇▇ted as of the Effective Time, to NBCthe effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, (ii) that each of Tango, Merger Sub and Twister will be a party to the reorganization within the meaning of Section 368(b) of the Code and (iii) no gain or loss will be recognized by Twister, Tango or Merger Sub as a result 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 or waiver, at or prior to the Effective Time Closing, of the following conditions:
(a) SunCoast Theta Requisite Vote shall have obtained the Required SunCoast 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) Kappa Requisite Vote shall have been obtained.
(c) There shall not be in effect any Law, temporary restraining order, executive order, decree, ruling, judgment or injunction or other Order of a court or other Governmental Entity of competent jurisdiction enjoining, prohibiting or preventing the transactions contemplated herein from being consummated.
(i) All applicable waiting periods under the HSR Act relating to the transactions contemplated hereunder shall have expired or been terminated, (ii) all clearances and consents required to be obtained before the Closing under the Foreign Merger Control Laws of the jurisdictions set forth on Section 9.1(d) of the Theta Disclosure Letter shall have been obtained or any applicable waiting period thereunder shall have expired or been terminated, (iii) the Parties shall have obtained the CFIUS Approval.
(e) The shares of NBC Common Stock Kappa Shares (and if Kappa ADSs are to be issued in accordance with Section 3.1(d), the Kappa ADSs) to be delivered by Kappa on behalf of Kappa, Inc. to Theta stockholders in connection with the Merger and in respect of the Theta Stock Awards shall, with respect to the holders of SunCoast Common Stock upon consummation of the Merger shall Kappa Shares, have been authorized approved for listing on the American Stock US Exchange and on the NASDAQ OMX Helsinki, subject to official notice of issuance and, with respect to Kappa ADSs, have been approved for listing on the US Exchange, 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 Commissioner under the Florida banking law) 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”).
(df) The S-4 Form F-4 shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the S-4 Form F-4 shall have been issued and no proceedings for that purpose shall have been initiated or be threatened by the SEC.
(eg) 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 The Finnish Prospectus shall have been enacted, entered, promulgated or enforced approved by any Governmental Entity which prohibits or makes illegal the consummation of the MergerFSA.
(fh) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which There shall have been delivered no change (whether or not such change is yet effective) in applicable Law (including, for this purpose, any enrolled bill for which the time period for the President of the United States to NBCsign or veto such bill has not yet elapsed, and any official interpretation of any Law as set forth in published guidance) that, in the written opinion of ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, following consultation with each other, would, once effective, cause Kappa to be taxed as a domestic corporation for U.S. federal income tax purposes following the Effective Time.
Appears in 1 contract
Sources: Business Combination Agreement
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) SunCoast The PanEnergy Stockholders' Approval shall have been obtained and the Required SunCoast Duke Vote in connection with the adoption of this Agreement and NBC Matter shall have obtained been approved by the Required NBC Vote in connection with the adoption shareholders of this AgreementDuke.
(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 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 all reasonable efforts to have any such 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, and all necessary approvals under state securities laws relating to the issuance or trading of the Duke Common Stock to be issued to the holders of SunCoast Common Stock upon consummation of PanEnergy stockholders in connection with the Merger shall have been authorized received.
(e) All consents, authorizations, orders, permits and approvals of (or registrations, declarations or filings with) any Governmental Entity required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made pursuant to Final Orders as defined in Section 9.2(e), except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on Duke or the Surviving Corporation following the Effective Time.
(f) PanEnergy shall have received from Peat Marwick and Duke shall have received from Deloitte & Touche an opinion that the Merger will be treated as a "pooling of interests" under applicable accounting standards.
(g) The Duke Common Stock to be issued to PanEnergy stockholders in connection with the Merger shall have been approved for listing on the American Stock ExchangeNYSE, 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 Commissioner under the Florida banking law) 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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
Appears in 1 contract
Sources: Merger Agreement (Panenergy 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 to the extent permitted by Law) at or prior to the Effective Time of the following conditions:
(a) SunCoast The Company Stockholder Approval shall have obtained the Required SunCoast 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 Governmental Entity of NBC Common Stock to be competent jurisdiction shall have enacted, issued to the holders of SunCoast Common Stock upon or entered any restraining order, preliminary or permanent injunction or similar order or legal restraint or prohibition which remains in effect that enjoins or otherwise prohibits consummation of the Merger shall have been authorized for listing on the American Stock Exchange, subject to official notice of issuanceMerger.
(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 Commissioner i) Any applicable waiting period under the Florida banking lawHSR Act (and any extension thereof) shall have been obtained and shall remain under the antitrust and anti-competition statutes of Canada and under similar legislation in full force and effect and all statutory waiting periods in respect thereof the Republic of South Africa shall have expired or been earlier terminated and (all such approvals and ii) the expiration European Commission shall have adopted a decision pursuant to the Council Regulation (EC) No. 139/2004 (the “ECMR”) declaring the Merger compatible with the common market and, in the event that the European Commission does not have jurisdiction to review the Merger but the competent authorities of any EU member state has jurisdiction to review any aspect of the Merger or termination in the event any aspect of all such waiting periods being the Merger is referred to herein as the “Requisite Regulatory Approvals”)competent authorities of any EU member state pursuant to Article 9 of the ECMR (or is deemed to be so referred pursuant to Article 9 of the ECMR) and effecting the Merger prior to the granting of approval by the relevant authorities of such EU member state would constitute a violation of the merger control laws applicable in that state, approval of the aspect of the Merger that lies within the jurisdiction of its review or that was so referred (or deemed to be so referred) shall have been granted pursuant to the merger control laws applicable in the relevant EU member state.
(d) The Form S-4 shall have become effective under the Securities Act, 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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
Appears in 1 contract
Sources: Merger Agreement (Harman International Industries Inc /De/)
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 First Effective Time of the following conditions:
(a) SunCoast This Agreement and the transactions contemplated hereby, including the Second Step Merger, and, in the case of the holders of Firstar Common Stock, the First Step Merger, shall have obtained been approved and adopted by the Required SunCoast Vote in connection with respective requisite affirmative votes of the adoption holders of this Agreement Star Common Stock and NBC shall have obtained the Required NBC Vote in connection with the adoption of this AgreementFirstar Common Stock entitled to vote thereon.
(b) The shares All requisite approvals of NBC Common Stock this Agreement and the transactions contemplated hereby shall have been received from the Board and any other Regulatory Authority, and all applicable waiting periods shall have expired under applicable law (other than any such approvals or the expiration of any such waiting periods which the failure to obtain or satisfy, individually or in the aggregate, would not reasonably be issued expected to have a material adverse effect on the holders of SunCoast Common Stock upon consummation of the Merger shall have been authorized for listing or a Material Adverse Effect on the American Stock Exchange, subject to official notice of issuanceSurviving Corporation).
(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 Commissioner under the Florida banking law) The Registration Statement shall have been obtained declared effective and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired not be subject to a stop order 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”)any threatened stop order.
(d) The S-4 None of Firstar, Star, Merger Sub nor Firstar (WI) 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 be subject to any order, injunction or decree issued by any injunction, of a court or agency of competent jurisdiction which enjoins or other legal restraint or prohibition (an “Injunction”) preventing prohibits the consummation of the Merger, the First Step Merger, the Second Step Merger or any of the other transactions contemplated by this Agreement shall be in effectAgreement. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity Regulatory Authority which prohibits prohibits, materially restricts or makes illegal the consummation of the First Step Merger or the Second Step Merger.
(e) Star shall have received an opinion of Wachtell, Lipton, Rosen & Katz and Firstar shall have received an opinion of Simpson ▇▇▇▇▇er & ▇▇rtlett, in form and substance reasonably satisf▇▇▇▇▇▇ ▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇, respectively, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time:
(i) Each of the First Step Merger and the Second Step Merger will constitute a reorganization under Section 368(a) of the Code; Firstar, Merger Sub and Firstar (WI) will each be a party to the reorganization in respect of the First Step Merger; and Firstar, Firstar (WI) and Star will each be a party to the reorganization in respect of the Second Step Merger;
(ii) No gain or loss will be recognized by Firstar, Firstar (WI) or Merger Sub as a result of the First Step Merger or by Firstar, Firstar (WI) or Star as a result of the Second Step Merger;
(iii) No gain or loss will be recognized by stockholders of Firstar who exchange their Firstar Common Stock solely for Firstar (WI) Common Stock pursuant to the First Step Merger (except with respect to cash received in lieu of a fractional share interest in Firstar (WI) Common Stock); and
(iv) No gain or loss will be recognized by the stockholders of Star who exchange their Star Common Stock solely for Firstar (WI) Common Stock pursuant to the Second Step Merger. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Firstar, Firstar (WI), Star and others.
(f) Prior The shares of Firstar (WI) Common Stock which shall be issued to the filing holders of Proxy Statement/ProspectusStar Common Stock and Firstar Common Stock (and, SunCoast will have received from an investment banker engaged by SunCoastwhere applicable, an opinion, to the effect that, as Firstar (WI) Stock Options) upon consummation of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered authorized for listing on the NYSE, subject to NBCofficial notice of issuance.
(g) Star and Firstar shall have received letters, in form and substance reasonably satisfactory to each, from Arthur Andersen LLP and KPMG Peat Marwick LLP, respectively, dated ▇▇▇ ▇▇t▇ ▇▇ ▇▇▇ Proxy Statement and confirmed in writing at the Effective Time, stating that the First Step Merger and Second Step Merger, taken together, will qualify as a "pooling of interests" transaction under Opinion 16 of the Accounting Principles Board, the interpretive releases issued pursuant thereto and the pronouncements of the SEC thereon.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Star Banc Corp /Oh/)
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) SunCoast The PanEnergy Stockholders' Approval shall have been obtained and the Required SunCoast Duke Vote in connection with the adoption of this Agreement and NBC Matter shall have obtained been approved by the Required NBC Vote in connection with the adoption shareholders of this AgreementDuke.
(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 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 all reasonable efforts to have any such 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, and all necessary approvals under state securities laws relating to the issuance or trading of the Duke Common Stock to be issued to the holders of SunCoast Common Stock upon consummation of PanEnergy stockholders in connection with the Merger shall have been authorized received.
(e) All consents, authorizations, orders, permits and approvals of (or registrations, declarations or filings with) any Governmental Entity required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made pursuant to Final Orders as defined in Section 9.2(e), except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on Duke or the Surviving Corporation following the Effective Time.
(f) PanEnergy shall have received from Peat Marwick and Duke shall have received from Deloitte & Touche an opinion that the Merger will be treated as a "pooling of interests" under applicable accounting standards.
(g) The Duke Common Stock to be issued to PanEnergy stockholders in connection with the Merger shall have been approved for listing on the American Stock ExchangeNYSE, 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 Commissioner under the Florida banking law) 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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
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 at or prior to the Effective Time of the following conditions:
(a) SunCoast This Agreement and the transactions contemplated by this Agreement shall have obtained been approved and adopted by the Required SunCoast Vote in connection with requisite affirmative vote of the adoption stockholders of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this AgreementNCRIC entitled to vote thereon.
(b) The shares of NBC PRA Common Stock to which shall be issued pursuant to the holders of SunCoast Common Stock upon consummation of the Merger shall have been authorized for listing trading and reporting on the American New York Stock Exchange, subject to official notice of issuance.
(c) The Certificate of Merger shall have been filed with the appropriate Governmental Authorities immediately prior to or on the Closing Date.
(d) All regulatory approvals of Governmental Authorities 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 Commissioner under the Florida banking law) this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired expired, without the imposition of any condition which in the reasonable judgment of PRA is materially burdensome upon PRA or been terminated its Subsidiaries (all such approvals and the expiration or termination of all such waiting periods being referred to herein in this Agreement as the “Requisite Regulatory Approvals”"REQUISITE REGULATORY APPROVALS").
. Without limiting the generality of the foregoing: (di) The the S-4 shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the S-4 shall have been issued and shall remain in effect and no proceedings for that purpose shall have been initiated or threatened by the SEC; (ii) all Blue Sky Filings shall have been made, and the sale of PRA Stock resulting from the Merger shall have been qualified or registered with the appropriate state securities law regulatory authorities of all states in which qualification or registration is required under applicable state securities laws, and such qualifications or registrations shall not have been suspended or revoked, or shall be exempt from such qualification or registration; (iii) the HSR Act Report shall have been submitted to the Pre-Merger Notification Agencies, and the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period shall have been received; and (iv) the Merger and the transfer of ownership of NCRIC and the NCRIC Subsidiaries shall have been approved by the Insurance Regulators, to the extent such approvals are required.
(e) No order, injunction or decree issued by any court or agency Governmental Authority 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 Authority which prohibits prohibits, materially restricts or makes illegal the consummation of the Merger.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will PRA and NCRIC each shall have received from an investment banker engaged a copy of the tax opinions contemplated by SunCoastSection 6.2 of this Agreement, an opinionupdated as of the Closing Date, substantially to the effect that, as among other things, on the basis of the Execution facts, assumptions and representations set forth in the opinion which are consistent with the state of facts existing at the Closing Date, the consideration to be paid to the :
(i) The former stockholders of SunCoast NCRIC who receive the PRA Common Stock in the NCRIC Merger is fair from will not recognize gain or loss for federal income tax purposes.
(ii) Neither NCRIC nor PRA, nor any of their respective Subsidiaries, shall recognize any gain or loss for federal income tax purposes as a financial point result of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBCthe Merger.
Appears in 1 contract
Sources: Merger Agreement (Proassurance 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 on or prior to the Effective Time Closing Date of the following conditions:
(a) SunCoast This Agreement and the Merger shall have obtained been approved and adopted by the Required SunCoast Vote in connection with affirmative vote of the adoption holders of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption requisite number of this Agreementoutstanding shares of Shomiti Common Stock.
(b) The shares waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired.
(c) All other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of NBC Common Stock waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with would be reasonably likely to have a Material Adverse Effect on Finisar or Shomiti or a material adverse effect on the consummation of the transactions contemplated hereby shall have been filed, occurred or been obtained.
(d) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger or limiting or restricting Finisar's conduct or operation of the business of Finisar or Shomiti after the Merger shall have been issued, nor shall any proceeding brought by any Governmental Entity seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal.
(e) The California Department of Corporations shall have issued the Permit qualifying the securities to be issued hereunder pursuant to Section 25121 of the California Corporations Code, and such issuance shall be exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof.
(f) Finisar shall have received a written opinion from its counsel, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP, and Shomiti shall have received a written opinion from its counsel, Wilson, Sonsini, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, in form and substance reasonably satisfactory to both parties, to the holders effect that the Merger will be treated for federal income tax purposes as a tax-free reorganization within the meaning of SunCoast Section 368(a) of the Code; provided, however, that if counsel to either party does not render such opinion, this condition shall be deemed satisfied with respect to such party if counsel to the other party renders such opinion to such party. In rendering such opinions, counsel may rely upon reasonable representations and certificates of Finisar, Sub, Shomiti and their respective directors and officers.
(g) If required by applicable Nasdaq rules, the shares of Finisar Common Stock upon consummation of issuable to the Shomiti Shareholders pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on the American Stock Exchange, subject to NNM upon 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 Commissioner under the Florida banking law) 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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Finisar 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) SunCoast This Agreement shall have obtained been approved by the Company Required SunCoast 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 AgreementVote.
(b) The shares of NBC This Agreement, the Reverse Stock Split Charter Amendment, New Parent Incentive Plan and Parent Common Stock to be issued to the holders of SunCoast Common Stock upon consummation of the Merger Issuance shall have each been authorized for listing on approved by the American Stock Exchange, subject to official notice of issuanceParent Required Vote.
(c) All regulatory approvals Consents or authorizations that are required to consummate be obtained from any State Regulator and are set forth in Section 8.1(c) of the Company Disclosure Letter or Section 8.1(c) of the Parent Disclosure Letter or identified following the date hereof, notice of which will be promptly provided to the other parties hereto, in each case in connection with 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 Commissioner under the Florida banking law) this Agreement shall have been obtained and shall remain be in full force and effect and all statutory waiting periods shall be free of any conditions, statements or conclusions of fact or law adverse to any party hereto or their respective Affiliates which conditions, statements or conclusions of fact or law would individually or, in respect thereof shall have expired the aggregate, result in a Company Material Adverse Effect 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”)Parent Material Adverse Effect.
(d) The S-4 No order, injunction, statute, rule, regulation or decree shall have become been issued, enacted, entered, promulgated or enforced by a Governmental Entity that prohibits, precludes, restrains, enjoins or makes illegal the consummation of the Merger, the Reverse Stock Split Charter Amendment, New Parent Incentive Plan or Parent Common Stock Issuance.
(e) The Parent Registration Statement shall have been declared effective by the SEC under the Securities Act, Act and no stop order suspending the effectiveness of the S-4 Parent Registration Statement shall have been issued be in effect and no proceedings proceeding for that such purpose shall have been initiated be pending before or, to the Knowledge of the Company or the Knowledge of Parent, threatened by the SEC.
(ef) 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 pursuant to this Agreement shall have been approved for listing on the NYSE American.
(an “Injunction”g) preventing the consummation of The Parent shall have received all necessary approval for the Merger or any of and the other transactions contemplated by this Agreement shall be in effect. under Section 341 of the NYSE American Company Guide.
(h) No statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, enacted or promulgated or enforced by any federal or state Governmental Entity of competent jurisdiction which prohibits or makes illegal the consummation of the MergerMerger or the Parent Common Stock Issuance.
(fi) Prior The Parent and the Company shall have agreed upon any adjustment to the filing Exchange Ratio under Section 2.2(a) or, failing the parties’ agreement, the Independent Accountant shall have delivered a final and binding determination of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, any adjustment to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBCExchange Ratio under Section 2.2(a).
Appears in 1 contract
Sources: Merger Agreement (Glowpoint, 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 at or waiver, where permitted by applicable Law, by each party hereto prior to the Effective Time of the following conditions:
(a) SunCoast This Agreement shall have obtained been adopted at the Special Meeting (or an adjournment or postponement thereof) by the Required SunCoast 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 AgreementVote.
(b) The shares of NBC Common Stock to be issued to Any applicable waiting periods (including any extensions thereof) under the holders of SunCoast Common Stock upon consummation of the Merger HSR Act shall have expired or been authorized for listing on the American Stock Exchange, subject to official notice of issuanceterminated.
(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 Commissioner under the Florida banking law) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired No Order 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 Law 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 effect that prohibits or makes illegal restrains the consummation of the Merger.
(fd) Prior to the filing of Proxy Statement/ProspectusThe state notices, SunCoast will have received from an investment banker engaged by SunCoastapplications, an opinionapprovals, to the effect that, as consents or determination letters set forth on Section 6.1(d) of the Execution DateCompany Disclosure Schedule (the “Required Consents”) contemplated in connection with the change of control of any ambulatory surgical center or hospital of the Company, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which any Subsidiary or any Joint Venture shall have been made or obtained as contemplated by such schedule except to the extent that such ambulatory surgery centers or hospitals for which such state notices, applications, approvals, consents or determination letters have not been made or obtained represent less than 4.5% of the aggregate three-month EBITDA (less minority interest expense) for all such facilities calculated in accordance with the schedule provided to Parent and Acquisition. Notwithstanding the foregoing, if the conditions set forth in this Section 6.1 and Section 6.2 have been satisfied but all of the Required Consents have not been made or obtained, then Parent may elect by written notice (the “Extension Notice”) delivered on or 2 business days after such date, not to NBCconsummate the Closing until the earlier of (x) 5 business days after the date that all of the Required Consents have been obtained or made, (y) the sixtieth day following delivery of the Extension Notice and (z) 5 business days prior to the Termination Date (such earlier date, the “Required Consent Closing Date”).
Appears in 1 contract
Sources: Merger Agreement (Symbion Inc/Tn)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party Party to effect the Merger, the Bank Merger, the Second Merger and the other transactions contemplated hereby shall be subject to the satisfaction fulfillment or waiver at or prior to the Effective Time of the following conditions:
(a) SunCoast The Boards of Directors of CCBF and CCB Bank shall have obtained the Required SunCoast Vote in connection with ratify the adoption of this Agreement by their respective Executive Committees, the Board of Directors of CCBFC shall adopt this Agreement, and NBC the shareholder of CCBFC and CCB Bank and the shareholders of Stone Street and the shareholder of Mocksville shall have obtained approved all matters relating to this Agreement and the Required NBC Vote in connection with Merger required to be approved by such shareholders by the adoption of this Agreementvotes required under the Bank Act, the Savings Bank Act and the NCBCA.
(b) The shares of NBC Common Stock to be issued to Merger, the holders of SunCoast Common Stock upon Bank Merger, the Second Merger and the other transactions contemplated hereby shall have received all Regulatory Approvals, including all required approvals by the Federal Reserve Board, Federal Reserve, the FDIC, the Commission, the Commissioner, the Savings Bank Administrator, the NYSE, the AMEX and any other Regulatory Authority whose approval is required for consummation of the Merger transactions contemplated hereby, and no such Regulatory Approvals or other required approval shall have been authorized for listing on imposed any condition or requirement which would so materially adversely impact the American Stock Exchange, subject to official notice of issuance.
(c) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval economic benefits of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) 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 as to render inadvisable in effect. No statute, rule, regulation, order, injunction the reasonable opinion of the Board of Directors of either CCBF or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal Stone Street the consummation of the Merger.
(c) The Registration Statement shall have been declared effective by the SEC and CCBF shall have received all state securities or "Blue Sky" law Permits, or confirmations as to the availability of an exemption from registration requirements, as may be necessary to issue CCBF Common Stock and CCBF Rights pursuant to the terms of this Agreement. Neither the Registration Statement nor any such Permit or confirmation shall be subject to any stop order, threatened stop order, rescission or withdrawal by the SEC or any state securities or "Blue Sky" authority with competent jurisdiction.
(d) No Party shall be subject to any Action which enjoins or prohibits the consummation of the Merger, the Bank Merger or the Second Merger or which could constitute a Material Adverse Event as to CCBF or Stone Street. No Action shall be pending or threatened which seeks to restrain or prohibit the Merger, the Bank Merger or the Second Merger or to obtain any substantial monetary or other relief in connection with this Agreement unless in the reasonable opinion of counsel to the Party wishing to proceed (which opinion shall be satisfactory in substance to the other Party in its reasonable judgment), such Action is likely to be resolved in such a way as to not deprive any Party of any of the material benefits to be derived from the consummation of the Merger, the Bank Merger or the Second Merger or in such a way which would not constitute a Material Adverse Event as to the Party subject thereto.
(e) The shares of CCBF Common Stock (and attached CCBF Rights) issuable pursuant to the Merger shall have been approved for listing on the NYSE.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will CCBF and Stone Street shall have received from an investment banker engaged by SunCoastopinion of KPMG Peat Marwick LLP or CCBF's legal counsel, an opinionsatisfactory in form and substance to each of CCBF and Stone Street, to the effect thatthat the Merger, the Bank Merger and Second Merger together will constitute a Tax-free reorganization within the meaning of Tax Code Section 368 and that (i) no gain or loss will be recognized by a shareholder of Stone Street to the extent that such shareholder receives CCBF Common Stock (and attached CCBF Rights) in exchange for such shareholder's Stone Street Common Stock in the Merger, except that gain or loss will be recognized on the receipt of cash that is received by Electing Holders rather than shares of CCBF Common Stock (and attached CCBF Rights) and that gain or loss will be recognized on the receipt of cash by any Stone Street shareholder that is received in lieu of fractional shares; any cash received by a shareholder of Stone Street in lieu of a fractional share will be treated as received in exchange for such fractional share and not as a dividend, and any gain or loss recognized as a result of the Execution Date, the consideration to receipt of such cash will be paid capital gain or loss equal to the stockholders difference between the cash received and the portion of SunCoast the shareholder's basis in Stone Street Common Stock allocable to such fractional share interest; (ii) the tax basis of the shares of CCBF Common Stock (and attached CCBF Rights) received by each shareholder of Stone Street will equal the tax basis of such shareholder's shares of Stone Street Common Stock (reduced by any amount allocable to fractional share interests for which cash is received) exchanged in the Merger is fair from a financial point Merger; and (iii) the holding period for the shares of view to CCBF Common Stock (and attached CCBF Rights) received by each shareholder of Stone Street will include the holding period for the shares of Stone Street Common Stock of such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBCshareholder exchanged in the Merger.
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) SunCoast This Agreement and the transactions contemplated hereby shall have obtained been approved in the Required SunCoast 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 Company and of Parent and Merger Sub.
(b) The shares None of NBC the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction that 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 or order reversed.
(c) No action, suit, proceeding, or investigation to suspend the offering of Parent Common Stock in connection with the Merger shall have been initiated and be continuing, and all necessary approvals under state securities laws relating to the issuance or trading of the Parent Common Stock to be issued to the holders of SunCoast Common Stock upon consummation of Company stockholders in connection with the Merger shall have been authorized received.
(d) All consents, authorizations, orders, and approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body required in connection with the execution, delivery, and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time.
(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 American Stock ExchangeNasdaq, subject only to official notice of issuance.
(cf) All regulatory approvals required to consummate No action, suit, or proceeding shall be pending or threatened by or before any court or governmental body in which an unfavorable judgment, order, or decree would prevent any of the transactions contemplated hereby or cause any such transaction to be declared unlawful or rescinded or that could reasonably be expected to cause a Company Material Adverse Effect or a Parent Material Adverse Effect.
(including g) Parent, Merger Sub, the approval of Company, and the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) Escrow Agent 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 entered into the escrow agreement set forth as Exhibit B hereto (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”"Escrow Agreement").
(dh) The S-4 Davi▇, ▇▇▇▇▇▇ & ▇tub▇▇ ▇▇▇ shall have become effective rendered an opinion, in form and substance reasonably satisfactory to Parent and the Company, that the Merger qualifies as a tax-free reorganization under the Securities Act, no stop order suspending the effectiveness Section 368(a) of the S-4 Code (which shall have been issued be supported in part by customary certificates of officers of Parent and no proceedings for that purpose shall have been initiated or threatened by the SECCompany).
(ei) No order, injunction or decree issued All documents and instruments to be delivered by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of parties in connection with the Merger or any of the other transactions contemplated by this Agreement hereby shall be in effect. No statuteform and substance reasonably satisfactory to the parties and their respective counsel, rule, regulation, order, injunction or decree and the parties shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Mergerreceived such other documents and instruments as they may reasonably request in connection therewith.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
Appears in 1 contract
Sources: Merger Agreement (Esoft 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 at on or prior to the Effective Time Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, Purchaser and the Company, as the case may be, to the extent permitted by applicable Law:
(a) SunCoast This Agreement shall have obtained been adopted by the Required SunCoast 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.Requisite Stockholder Approval;
(b) The shares No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity of NBC Common Stock to be issued to competent jurisdiction which prohibits or makes unlawful the holders of SunCoast Common Stock upon consummation of the Merger Merger, and there shall have been authorized for listing on be no judgment, injunction, order, restraint or prohibition of a court or other tribunal of competent jurisdiction in effect temporarily or permanently prohibiting the American Stock Exchange, subject to official notice consummation of issuance.the Merger; and
(ci) All regulatory approvals required to consummate Any applicable waiting period under the transactions contemplated hereby (including HSR Act, Mexico’s Federal Law on Economic Competition, or imposed by any agreement with the approval Antitrust Division of the Merger by the FRB under BHCA; the approval U.S. Department of the National Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof Justice shall have expired or been earlier terminated, and (ii) all applicable waiting and other time periods under other applicable state or foreign antitrust, competition or fair trade Laws or applicable Laws, other than those referred to in the foregoing clause (i), 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; provided that purpose with respect to the condition set forth in this clause (ii), the failure of such condition shall have been initiated not relieve either Parent or threatened by Purchaser 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 without obtaining any of the regulatory clearances referred to in this clause (ii) would reasonably be expected to have, individually or in the aggregate, a Regulatory Material Adverse Effect or result in criminal liability for any officer or director of Parent, the Company 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 Mergertheir respective Subsidiaries.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
Appears in 1 contract
Sources: Merger Agreement (Temple Inland Inc)
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party of NationsBank and Charter to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction fulfillment or waiver at or prior to the Effective Time of the following conditions:
(a) SunCoast Stockholders of Charter shall have obtained approved all matters relating to the Required SunCoast Vote Merger required under applicable law at the Stockholders' Meeting.
(b) This Agreement, the Merger and the other transactions contemplated hereby shall have been approved by the Federal Reserve Board, the OCC, the OTS and any other Regulatory Authorities whose approval is required for consummation of the transactions contemplated hereby and all applicable waiting periods shall have expired. No such approval or consent shall be conditioned or restricted in connection with any manner (including requirements relating to the adoption disposition of assets) which in the good faith judgment of NationsBank would so adversely impact the economic or business benefits of the transactions contemplated by this Agreement and NBC shall that, had such condition or restriction been known, it would not have obtained the Required NBC Vote in connection with the adoption of entered into this Agreement.
(bc) The Registration Statement shall have been declared effective and shall not be subject to a stop order or any threatened stop order.
(d) Neither NationsBank nor Charter shall be subject to any active litigation which seeks any order, decree or injunction of a court or agency of competent jurisdiction to enjoin or prohibit the consummation of the Merger.
(e) The shares of NBC NationsBank Common Stock issuable pursuant to be issued to the holders of SunCoast Common Stock upon consummation of the Merger shall have been authorized for listing on the American Stock Exchange, subject to NYSE upon official notice of issuance.
(cf) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval Each of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC NationsBank and FDIC and by the Commissioner under the Florida banking law) Charter shall have been obtained received an opinion of ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 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 ▇▇▇▇▇, P.A., tax counsel to herein as the “Requisite Regulatory Approvals”).
(d) The S-4 shall have become effective under the Securities ActNationsBank, 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.
(f) Prior counsel to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinionNationsBank reasonably acceptable to Charter, to the effect thatthat the Merger will constitute a reorganization within the meaning of Section 368 of the Code and no gain or loss will be recognized by the stockholders of Charter to the extent that they receive NationsBank Common Stock solely in exchange for their Charter Common Stock and Charter Special Common Stock in the Merger, which opinion shall be confirmed as of the Execution Date, the consideration to be paid to the stockholders date of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBCClosing.
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 waiver is allowed by applicable Law)) at or prior to the Effective Time of the following conditions:
(a) SunCoast The Company Stockholder Approval shall have obtained the Required SunCoast 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 SunCoast Common Stock upon consummation of the Merger shall have been authorized for listing on the American Stock ExchangeNo injunction, 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 Commissioner under the Florida banking law) 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 ruling, decree, judgment or decree issued similar order by any court or agency Governmental Entity of competent jurisdiction (including, for the avoidance of doubt, the jurisdictions set forth on Schedule 6.1(b)) which restrains, makes illegal or other legal restraint or prohibition (an “Injunction”) preventing otherwise prohibits the consummation of the Merger or any of the other transactions contemplated by this Agreement shall have been entered and shall continue to be in effect. No statute, rule, regulation, order, injunction or decree and no Law shall have been enacted, entered, promulgated promulgated, enforced or enforced deemed applicable by any Governmental Entity which of competent jurisdiction (including, for the avoidance of doubt, the jurisdictions set forth on Schedule 6.1(b)) that, in any case, prohibits or makes illegal or otherwise restrains the consummation of the MergerMerger or any of the other transactions contemplated by this Agreement.
(c) Any applicable waiting period under the HSR Act (and any extensions thereof) relating to the Merger shall have expired or been earlier terminated without the imposition of a Non-Required Remedy.
(d) The authorizations, approvals, consents and other actions with respect to the Merger and the other transactions contemplated hereby of the U.S. federal, state or local Governmental Entities listed on Section 6.1(d) of the Company Disclosure Schedule shall have been obtained without the imposition of a Non-Required Remedy.
(e) The Exchange Offers and the Consent Solicitations shall have been consummated or be consummated concurrently with the Closing in accordance with Schedule 6.1(e) hereto.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which The NewPage ABL Loan shall have been delivered to NBCreplaced with the asset based loan facility contemplated by the Debt Commitment Letters.
(g) No Default or Event of Default (as such terms are defined in the applicable indentures) shall have occurred under any Existing Verso First Lien Notes, any Verso
Appears in 1 contract
Sources: Merger Agreement
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 or prior to the Effective Time of the following conditions:
(a) SunCoast shall have obtained the Required SunCoast 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.
(b1) The shares of NBC FIG Common Stock to which shall be issued to the holders of SunCoast Common Stock Liquidating Trust upon consummation of the Merger shall have been authorized for listing trading and reporting on the American Stock ExchangeNasdaq National Market, subject to official notice of issuance.
(c2) The Articles of Merger shall have been filed with the appropriate Governmental Entities immediately prior to the Closing.
(3) All regulatory approvals of Governmental Entities 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 Commissioner under the Florida banking law) this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired expired, without the imposition of any condition which in the reasonable judgment of FIG or been terminated APAC is materially burdensome upon FIG or its Subsidiaries or APAC, as the case may be (all such approvals and the expiration or termination of all such waiting periods being referred to herein in this Agreement as the “"Requisite Regulatory Approvals”"). Without limiting the generality of the foregoing: (i) all Blue Sky Filings shall have been made, and the sale of FIG Stock resulting from the Merger shall have been qualified or registered with the appropriate state securities law regulatory authorities of all states in which qualification or registration is required under applicable state securities laws, and such qualifications or registrations shall not have been suspended or revoked, or shall be exempt from such qualification or registration; (ii) the HSR Act Report shall have been submitted to the Pre-Merger Notification Agencies, and the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period shall have been received; and (iii) the Merger shall have been approved by the Florida Insurance Department and the insurance departments of all states in which APAC, FIG and any Subsidiaries of either of them conduct material business, to the extent such approvals are legally required.
(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.
(e4) No order, injunction or decree issued by any court or agency 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 in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits prohibits, materially restricts or makes illegal the consummation of the Merger.
(f5) Prior Immediately prior to the filing of Proxy Statement/ProspectusEffective Time, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, FIG shall acquire a 9.9% interest in APAL pursuant to a separate agreement between FIG and APAL being executed and delivered concurrently herewith (the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC"APAL Stock Purchase Agreement").
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 at on or prior to the Effective Time Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, Purchaser and the Company, as the case may be, to the extent permitted by applicable Law:
(a) SunCoast This Agreement shall have obtained been adopted by the Required SunCoast 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.Requisite Stockholder Approval;
(b) The shares No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity of NBC Common Stock to be issued to competent jurisdiction which prohibits or makes unlawful the holders of SunCoast Common Stock upon consummation of the Merger Merger, and there shall have been authorized for listing on be no judgment, injunction, order, restraint or prohibition of a court or other tribunal of competent jurisdiction in effect temporarily or permanently prohibiting the American Stock Exchange, subject to official notice consummation of issuance.the Merger; and
(c) All regulatory approvals required to consummate (i) Any applicable waiting period under the transactions contemplated hereby (including HSR Act, Mexico’s Federal Law on Economic Competition, or imposed by any agreement with the approval Antitrust Division of the Merger by the FRB under BHCA; the approval U.S. Department of the National Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof Justice shall have expired or been earlier terminated, and (ii) all applicable waiting and other time periods under other applicable state or foreign antitrust, competition or fair trade Laws or applicable Laws, other than those referred to in the foregoing clause (i), 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; provided that purpose with respect to the condition set forth in this clause (ii), the failure of such condition shall have been initiated not relieve either Parent or threatened by Purchaser 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 without obtaining any of the regulatory clearances referred to in this clause (ii) would reasonably be expected to have, individually or in the aggregate, a Regulatory Material Adverse Effect or result in criminal liability for any officer or director of Parent, the Company 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 Mergertheir respective Subsidiaries.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
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 each of the following conditions:
(a) SunCoast This Agreement and the transactions contemplated hereby shall have obtained been approved in the Required SunCoast Vote in connection with manner required by applicable law or by the adoption applicable regulations of this Agreement any stock exchange or other regulatory body, as the case may be, by the holders of the issued and NBC shall have obtained the Required NBC Vote in connection with the adoption outstanding shares of this Agreementcapital stock of each of Frontier and West Pac.
(b) The shares of NBC Common Stock to be issued waiting period applicable to the holders of SunCoast Common Stock upon consummation of the Merger under the HSR Act shall have expired or been authorized for listing on the American Stock Exchange, subject to official notice of issuanceterminated.
(c) All regulatory approvals required to consummate No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the transactions contemplated hereby (including the approval consummation of the Merger by or materially changes the FRB under BHCA; the approval terms or conditions of the National Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) this Agreement shall have been obtained issued and shall remain in full force effect. Subject to the terms and effect and all statutory waiting periods conditions of this Agreement, in respect thereof the event any such order or injunction shall have expired or been terminated (all issued, each party agrees to use its reasonable efforts to have any such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”)injunction lifted.
(d) The Form S-4 shall have become been declared effective under by the Securities ActSEC and shall be effective at the Effective Time, and no stop order suspending the effectiveness of the Form S-4 shall have been issued and issued, no proceedings for that purpose action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities laws relating to the issuance or threatened by trading of the SECWest Pac Common Stock to be issued to Frontier stockholders in connection with the Merger shall have been received.
(e) No orderAll consents, injunction authorizations, orders and approvals of (or decree issued by filings or registrations with) any court or agency of competent jurisdiction governmental commission, board or other legal restraint or prohibition (an “Injunction”) preventing regulatory body required in connection with the consummation execution, delivery and performance of the Merger or any of the other transactions contemplated by this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be in effect. No statutefiled after the Effective Time and except where the failure to have obtained or made any such consent, rule, regulationauthorization, order, injunction approval, filing or decree shall registration would not have been enacteda West Pac Material Adverse Effect or a Frontier Material Adverse Effect, enteredas the case may be, promulgated or enforced by any Governmental Entity which prohibits or makes illegal following the consummation of the MergerEffective Time.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will West Pac shall have received from an investment banker engaged by SunCoastthe opinion of ▇'▇▇▇▇▇▇ & ▇▇▇▇▇▇, an opinionspecial counsel to West Pac, dated the Closing Date, to the effect that, that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Execution Code, and that Frontier and West Pac will each be a party to that reorganization within the meaning of Section 368(b) of the Code.
(g) Frontier shall have received the opinion of Parcel, Mauro, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C., special counsel to Frontier, dated the Closing Date, to the consideration effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that Frontier and West Pac will each be a party to that reorganization within the meaning of Section 368(b) of the Code.
(h) The West Pac Common Stock to be paid issued to the Frontier stockholders of SunCoast in connection with the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered authorized for trading on the Nasdaq National Market, subject only to NBCofficial notice of issuance.
Appears in 1 contract
Sources: Merger Agreement (Western Pacific Airlines Inc /De/)
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, any and all of which may be waived in whole or in part by REFAC, HFID or the Principal Stockholders, as the case may be, to the extent permitted by applicable law:
(a) SunCoast No statute, rule, order, decree or regulation shall have obtained been enacted or promulgated by any Governmental Entity which prohibits the Required SunCoast 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 SunCoast Common Stock upon consummation of the Merger shall have been authorized for listing on the American Stock Exchangeand all governmental consents, subject to official notice of issuance.
(c) All regulatory orders and approvals required to consummate for the consummation of the Merger and 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 Commissioner under the Florida banking law) shall have been obtained and shall remain be in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated (all such approvals and at the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”)Effective Time.
(db) The S-4 There shall have become effective under the Securities Act, be no stop order suspending the effectiveness or injunction 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 a Governmental Entity of competent jurisdiction in effect precluding, restraining, enjoining 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 prohibiting consummation of the Merger.
(fi) Prior With respect to the filing obligations of Proxy Statement/ProspectusREFAC and HFID, SunCoast will the Employment Agreements shall have received from an investment banker engaged by SunCoastbeen executed, an opinion, or (ii) with respect to the effect thatobligations of each Principal Stockholder, such Principal Stockholder's Employment Agreement and Stock Option Agreement shall have been executed, and REFAC shall have executed a guaranty in the form attached hereto as Exhibit E with respect to the obligations to each Principal Stockholder under the Employment Agreements.
(d) With respect to the obligations of the Execution DateHFID, the consideration Employment Agreements with the Other Stockholders shall have been executed, and REFAC shall have executed a guaranty in the form attached hereto as Exhibit E with respect to the obligations to each Other Stockholder under the Employment Agreements.
(e) The stockholders of HFID shall /have approved and adopted this Agreement at the special meetings called for that purpose; provided, however, that the right to terminate this Agreement under this Section 7.1(e) shall not be paid available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the stockholders of SunCoast in the Merger is fair from a financial point of view HFID to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBCapprove and adopt this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Refac Technology 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 fulfillment at or prior to the Effective Time Date of the following conditions:
(a) SunCoast This Agreement and the Merger shall have obtained been approved and adopted by the Required SunCoast Vote in connection with vote of at least two-thirds of the adoption members of this Agreement Liberty Mutual Holding Company as are present and NBC shall have obtained voting at the Required NBC Vote in connection with the adoption of this Agreementspecial meeting called for such purpose.
(b) The shares of NBC Common Stock to be issued waiting period applicable to the holders of SunCoast Common Stock upon consummation of the Merger under the HSR Act shall have expired or been authorized for listing on the American Stock Exchange, subject to official notice of issuanceterminated.
(c) All regulatory approvals Required Filings and Approvals required to consummate be obtained prior to 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 Commissioner under the Florida banking law) Effective Date shall have been obtained and not rescinded or adversely modified or limited (as set forth in the proviso below) or, if merely required to be filed, such filings shall remain in full force have been made and effect accepted, and all statutory waiting periods in respect thereof prescribed by Applicable Law shall have expired or been terminated (all in accordance with Applicable Law; provided that such approvals and shall not contain any conditions or limitations that compel or seek to compel the expiration Surviving Company to dispose of or termination to hold separately all or any portion of all such waiting periods being referred the business or assets of the Constituent Companies or their respective Subsidiaries or impose or seek to herein impose any limitation on the ability of the Surviving Company or any Subsidiary of the Surviving Company to conduct its business or own its assets after the Effective Date in substantially the same manner as the “Requisite Regulatory Approvals”)Constituent Companies and their respective Subsidiaries may presently conduct their business or own their assets.
(d) The S-4 shall have become effective under the Securities Act, no stop No order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated entered or threatened by the SEC.
(e) No order, injunction law promulgated or decree issued enacted by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing Governmental Entity shall be in effect which would prevent the consummation of the Merger or any of the other transactions contemplated hereby, and no proceeding brought by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree a Governmental Entity shall have been enactedcommenced and be pending which seeks to restrain, enteredprevent, promulgated or enforced by materially delay or restructure the transactions contemplated hereby or which otherwise questions the validity or legality of any Governmental Entity which prohibits or makes illegal the consummation of the Mergersuch transactions.
(fe) Prior Liberty Mutual Fire Insurance Company, a Massachu- setts mutual property and casualty insurance company ("LMFIC") which is planning to reorganize with Liberty Mutual Holding Company to a stock property and casualty insurance company pursuant to Section 175:19T under the Massachusetts General Laws, has obtained LMFIC policyholder and Massachusetts Commissioner approvals for its proposed plan of reorganization; provided, however, with respect to the filing of Proxy Statement/Prospectuscondition set forth in this subsection (e) only, SunCoast will have received from an investment banker engaged it may be waived by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBCConstituent Companies.
Appears in 1 contract
Sources: Merger Agreement
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) SunCoast This Agreement and the transactions contemplated hereby shall have obtained been approved in the Required SunCoast 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 Company and of Parent.
(b) The shares Neither of NBC the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction that 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 or order reversed.
(c) No action, suit, proceeding, or investigation to suspend the offering of Parent Common Stock in connection with the Merger shall have been initiated and be continuing, and all necessary approvals under state securities laws relating to the issuance or trading of the Parent Common Stock to be issued to the holders of SunCoast Common Stock upon consummation of Company stockholders in connection with the Merger shall have been authorized received.
(d) The Registration Statement shall have become effective prior to the mailing by each of the Parent and Company of the Proxy Statement/Prospectus to their respective stockholders, and no stop order suspending the effectiveness of the Registration Statement shall then be in effect.
(e) All consents, authorizations, orders, and approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body required in connection with the execution, delivery, and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time.
(f) The Parent Common Stock to be issued to the Company stockholders in connection with the Merger shall have been approved for listing on the American Stock ExchangeNasdaq, subject only to official notice of issuance.
(cg) All regulatory approvals required to consummate No action, suit, or proceeding shall be pending or threatened by or before any court or governmental body in which an unfavorable judgment, order, or decree would prevent any of the transactions contemplated hereby or cause any such transaction to be declared unlawful or rescinded or that could reasonably be expected to cause a Company Material Adverse Effect or a Parent Material Adverse Effect.
(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 Commissioner under the Florida banking lawh) Parent shall have been obtained advised by BDO Seid▇▇▇, ▇▇P that, based on the information available to BDO Seid▇▇▇, ▇▇P and assuming compliance by Parent and the stockholders of the Company with their covenants and agreements in this Agreement and the agreements to be entered into in connection with the consummation of the transactions contemplated by this Agreement, the Merger will be treatable as a Pooling of Interests; provided, however, that if this closing condition shall remain not have been satisfied or waived prior to the Closing Date, Parent or the Company shall, if requested by the other party, negotiate in full force good faith to make such adjustments to the terms and effect conditions of this Agreement as would enable Parent and all statutory waiting periods in respect thereof the Company to proceed with the Merger on the purchase method of accounting, without restrictions required under the Pooling-of- Interests treatment.
(i) Parent, Merger Sub, the Company, and the Escrow Agent shall have expired or been terminated entered into the escrow agreement set forth as Exhibit D hereto (all such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”"Escrow Agreement").
(dj) The S-4 shall Each of Tom ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇be▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇hn ▇▇▇▇▇▇▇▇ ▇▇▇ Ray ▇▇▇▇▇ ▇▇▇ll not have become effective under repudiated in any manner the Securities Actemployment agreements set forth as Exhibit C-1, no stop order suspending the effectiveness of the S-4 shall have been issued C-2, C-3 and no proceedings for that purpose shall have been initiated or threatened by the SECC-4, respectively.
(ek) No orderDavi▇, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (▇▇▇▇▇▇ & ▇tub▇▇ ▇▇▇ shall have rendered an “Injunction”opinion, in form and substance reasonably satisfactory to Parent and the Company, that the Merger qualifies as a tax-free reorganization under Section 368(a) preventing the consummation of the Merger or any Code (which shall be supported in part by customary certificates of officers of Parent and the other Company).
(l) All documents and instruments to be delivered by the parties in connection with the transactions contemplated by this Agreement hereby shall be in effect. No statuteform and substance reasonably satisfactory to the parties and their respective counsel, rule, regulation, order, injunction or decree and the parties shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Mergerreceived such other documents and instruments as they may reasonably request in connection therewith.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
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 or waiver, at or prior to the Effective Time Closing, of the following conditions:
(a) SunCoast Theta Requisite Vote shall have obtained the Required SunCoast 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) Kappa Requisite Vote shall have been obtained.
(c) There shall not be in effect any Law, temporary restraining order, executive order, decree, ruling, judgment or injunction or other Order of a court or other Governmental Entity of competent jurisdiction enjoining, prohibiting or preventing the transactions contemplated herein from being consummated.
(i) All applicable waiting periods under the HSR Act relating to the transactions contemplated hereunder shall have expired or been terminated, (ii) all clearances and consents required to be obtained before the Closing under the Foreign Merger Control Laws of the jurisdictions set forth on Section 9.1(d) of the Theta Disclosure Letter shall have been obtained or any applicable waiting period thereunder shall have expired or been terminated, (iii) the Parties shall have obtained the CFIUS Approval.
(e) The shares of NBC Common Stock Kappa Shares (and if Kappa ADSs are to be issued in accordance with Section 3.1(d), the Kappa ADSs) to be delivered by Kappa on behalf of Kappa, Inc. to Theta stockholders in connection with the Merger and in respect of the Theta Stock Awards shall, with respect to the holders of SunCoast Common Stock upon consummation of the Merger shall Kappa Shares, have been authorized approved for listing on the American Stock US Exchange and on the NASDAQ OMX Helsinki, subject to official notice of issuance and, with respect to Kappa ADSs, have been approved for listing on the US Exchange, 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 Commissioner under the Florida banking law) 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”).
(df) The S-4 Form F-4 shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the S-4 Form F-4 shall have been issued and no proceedings for that purpose shall have been initiated or be threatened by the SEC.
(eg) 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 The Finnish Prospectus shall have been enacted, entered, promulgated or enforced approved by any Governmental Entity which prohibits or makes illegal the consummation of the MergerFSA.
(fh) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which There shall have been delivered no change (whether or not such change is yet effective) in applicable Law (including, for this purpose, any enrolled ▇▇▇▇ for which the time period for the President of the United States to NBCsign or veto such ▇▇▇▇ has not yet elapsed, and any official interpretation of any Law as set forth in published guidance) that, in the written opinion of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, following consultation with each other, would, once effective, cause Kappa to be taxed as a domestic corporation for U.S. federal income tax purposes following the Effective Time.
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) SunCoast shall have obtained the Required SunCoast 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 SunCoast Common Stock upon consummation of the Merger No action or proceeding shall have been authorized for listing on the American Stock Exchange, 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 Commissioner under the Florida banking law) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired instituted before a court 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 other governmental body by any court governmental agency or agency of competent jurisdiction public authority to restrain 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 or to obtain an amount of damages or other material relief in effect. No statute, rule, regulation, order, injunction connection with the execution of this Agreement or decree the related agreements or the consummation of the Merger; and no governmental agency shall have been enacted, entered, promulgated given notice to any party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law or enforced by any Governmental Entity which prohibits or makes illegal the that it intends to commence proceedings to restrain consummation of the Merger.
(fb) Prior The PMT Common Stock to be issued in the Merger shall have been listed on the NASDAQ, and all necessary state securities law permits or approvals shall have been obtained.
(c) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business of Proxy Statement/ProspectusPMT and Bancard, SunCoast will taken as a whole, following the Effective Time.
(d) PMT shall have received from an investment banker engaged Bancard copies of all resolutions adopted by SunCoast, an opinion, to the effect that, as Board of Directors and shareholders of Bancard in connection with this Agreement and the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which transactions contemplated hereby. Bancard shall have been delivered to NBCreceived from PMT and Merger Sub copies of all resolutions adopted by the Board of Directors of each respective company and the shareholders of Merger Sub in connection with this Agreement and the transactions contemplated hereby.
(e) PMT, Bancard and the Bancard Controlling Shareholders shall have executed written agreements concerning: (i) employment of ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ , and (ii) employee options for non- Bancard Shareholders.
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 and the other transactions contemplated hereby to occur at the Effective Time shall be subject to the satisfaction at fulfillment on or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by the parties hereto, to the extent permitted by applicable law:
(a) SunCoast This Agreement and the transactions contemplated hereby shall have obtained been approved by the New Plan Required SunCoast Vote in connection Vote, with respect to the adoption of this Agreement Merger and NBC shall have obtained Trust Amendments, and by the Excel Required NBC Vote in connection Vote, with respect to the adoption of this AgreementExcel Stockholder Matters.
(b) The shares None of NBC Common Stock the parties hereto shall be subject to be issued to any order, ruling or injunction of a court of competent jurisdiction, and there shall not have been enacted any statute or regulation, which prohibits or makes illegal the holders of SunCoast Common Stock upon consummation of the Merger transactions contemplated by this Agreement. In the event any such order, ruling or injunction shall have been authorized issued, each party agrees to use its reasonable efforts to have any such order, ruling or injunction lifted, stayed or reversed.
(c) The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the foregoing shall be in effect and no proceedings for that purpose shall have been initiated or, to the knowledge of Excel or New Plan, threatened by the SEC.
(d) Excel shall have obtained the approval for the listing of the Excel Common Stock and Excel Series D Depositary Shares issuable in the Merger or upon exercise of the New Plan Options assumed by Excel hereunder, in each case on the American Stock ExchangeNYSE, subject to official notice of issuance.
(ce) All consents, authorizations, order and approvals of (or filings of registrations with) any governmental commission, board, other regulatory approvals body or third parties required to consummate in connection with the transactions contemplated hereby (including the approval execution, delivery and performance of the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) this Agreement shall have been obtained and shall remain or made, except for filings 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 connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any of the other transactions contemplated by this Agreement shall be in effect. No statutesuch consent, rule, regulationauthorization, order, injunction approval, filing or decree shall registration would not have been enactedmaterial adverse effect on the business, enteredresults of operations or financial condition of Excel or New Plan (together with their respective Subsidiaries), promulgated or enforced by any Governmental Entity which prohibits or makes illegal taken as a whole, following the consummation of the MergerEffective Time.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party of First Charter and CSB to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction fulfillment or waiver at or prior to the Effective Time of the following conditions:
(a) SunCoast Shareholders of each of CSB and First Charter shall have obtained approved all matters relating to the Required SunCoast 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 AgreementMerger required under applicable law at their respective Shareholders' Meetings.
(b) The shares of NBC Common Stock to be issued to This Agreement, the holders of SunCoast Common Stock upon Merger and the other transactions contemplated hereby shall have been approved by the OCC and any other Regulatory Authorities whose approval is required for consummation of the Merger transactions contemplated hereby and all required waiting periods shall have been authorized for listing on the American Stock Exchangeexpired; provided, that no such Approval shall be subject to official notice any condition or restriction that in the judgment of issuanceFirst Charter would restrict it or its Subsidiaries or Affiliates in their respective spheres of operations and business activities after the Effective Time.
(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 Commissioner under the Florida banking law) The Registration Statement shall have been obtained declared effective and shall remain in full force and effect not be subject to a stop order or any threatened stop order, and all statutory waiting periods in respect thereof necessary consents, waivers or approvals required under applicable state Securities Laws 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”)obtained.
(d) The S-4 Neither First Charter nor CSB 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 be subject to any active litigation which seeks any order, decree or injunction or decree issued by any of a court or agency of competent jurisdiction to enjoin 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 prohibit the consummation of the Merger.
(fe) Prior to the filing Each of Proxy Statement/Prospectus, SunCoast will First Charter and CSB shall have received from an investment banker engaged by SunCoastopinion of Smith Helms Mulliss & Moore, an opinionL.L.P., tax counse▇ ▇▇ F▇▇▇▇ Charter, or ▇▇▇▇r counsel to First Charter, to the effect that, as that the Merger will constitute a reorganization within the meaning of Section 368 of the Execution Date, Code and no gain or loss will be recognized by the consideration to be paid shareholders of CSB to the stockholders of SunCoast extent that they receive solely First Charter Common Stock in exchange for their CSB Common Stock in the Merger is fair from a financial point Merger.
(f) Each of view to such holders of SunCoast Common Stock, a signed copy of which First Charter and CSB shall have been delivered to NBCreceived the fairness opinions contemplated by SECTION 8.11.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party hereto 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) SunCoast The Acquiror Voting Proposal shall have obtained been approved in the Required SunCoast Vote in connection with manner required by applicable law, by the adoption applicable regulations of this Agreement The Nasdaq Stock Market, Inc. and NBC by the vote of the requisite holders of the issued and outstanding shares of capital stock of the Acquiror under applicable law and the certificate of incorporation of the Acquiror. The Company Voting Proposal shall have obtained been approved in the Required NBC Vote in connection with manner required by applicable law and by the adoption vote of this Agreementthe requisite holders of the issued and outstanding shares of capital stock of the Company under applicable law and the certificate of incorporation of the Company.
(b) The shares of NBC Common Stock to be issued waiting period applicable to the holders of SunCoast Common Stock upon consummation of the Merger under the HSR Act shall have expired or been authorized for listing on the American Stock Exchange, subject to official notice of issuanceterminated.
(c) All regulatory approvals required None of the parties hereto shall be subject to consummate any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated hereby (including by this Agreement. In 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 Commissioner under the Florida banking law) event any such order or injunction shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall issued, each party agrees to use its reasonable efforts to have expired or been terminated (all any such approvals and the expiration or termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”)injunction lifted.
(d) All consents, authorizations, orders and approvals of (or filings or registrations with) any Governmental Authority or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been given or made, except for (i) the filing of the Certificate of Merger and (ii) any documents required to be filed after the Effective Time.
(e) The S-4 Registration Statement shall have become effective under the Securities Act, Act and no stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued and no proceedings proceeding for that such purpose shall have been initiated or threatened in writing (and not abandoned or withdrawn) by the SEC.
(e) No order, injunction SEC 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 Mergerits staff.
(f) Prior Acquiror shall, if required by the Rules of The Nasdaq Stock Market, Inc., have submitted to The Nasdaq Stock Market, Inc. a Notification Form: Listing of Additional Shares with respect to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, Acquiror Common Stock to be issued pursuant to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBCtransactions contemplated by this Agreement.
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 mutual agreement of the parties at or prior to the Effective Time Closing Date of the following conditions:
(a) SunCoast Each of the FiberTower Requisite Vote and the First Avenue Requisite Vote shall have obtained the Required SunCoast 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 issued waiting period (and any extension thereof) applicable to the holders of SunCoast Common Stock upon 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 First Avenue.
(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) First Avenue shall have mailed the First Avenue Information Statement to its stockholders at least 20 calendar days before the Closing Date in accordance with Rule 14c-2(b) under the Exchange Act.
(e) The Permit shall have been issued and shall not have been revoked by the California Commissioner and no proceedings for that purpose shall have been commenced or threatened by the California Commissioner.
(f) Nasdaq shall have approved the continued listing of the First Avenue Common Shares on Nasdaq following the Merger pursuant to Nasdaq’s rules regarding “reverse mergers,” and the First Avenue Common Shares to be issued pursuant to the Merger and reserved for issuance pursuant to Assumed Options shall have been authorized for listing quotation on the American Stock ExchangeNasdaq, all subject to official notice of issuance.
(cg) All Any required consent or approval of the FCC or similar state regulatory approvals required authorities applicable to consummate the Merger, this Agreement or 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 Commissioner under the Florida banking law) 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”)obtained.
(dh) The S-4 Each of FiberTower and First Avenue 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 (received an “Injunction”) preventing the consummation of the Merger or any of opinion with respect to certain regulatory matters from the other transactions contemplated by this Agreement shall be in effect. No statuteparty’s counsel, 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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, dated as of the Execution Closing Date, the consideration in form and substance reasonably satisfactory to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common StockFiberTower and First Avenue, a signed copy of which shall have been delivered to NBCrespectively.
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) SunCoast This Agreement and the transactions contemplated hereby shall have obtained been approved in the Required SunCoast Vote in connection with manner required by applicable law or by the adoption applicable regulations of this Agreement any stock exchange or other regulatory body, as the case may be, by the holders of 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) Neither of 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) The shares Form S-4 shall have become effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of NBC the Form S-4 shall have been issued, and the SEC shall not have initiated, or, to the knowledge of the Purchaser or the Company, threatened to initiate, any action, suit, proceeding or investigation to suspend the effectiveness thereof, and all necessary approvals under state securities laws relating to the issuance or trading of the Purchaser Common Stock to be issued to the holders of SunCoast Common Stock upon consummation of Company stockholders in connection with the Merger shall have been authorized received.
(d) All orders and approvals of the insurance regulatory authorities required in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, whether or not any appeal or request for reconsideration of such order is pending, or whether the time for filing any appeal or request for reconsideration or for any action by the insurance regulatory authorities has expired.
(e) All consents, authorizations, orders and approvals of filings or registrations with) any Governmental Entity (other than the insurance regulatory authorities) required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for any documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of the Purchaser and the Company (and their respective Subsidiaries), taken as a whole, following the Effective Time.
(f) The Purchaser Common Stock to be issued in the Company stockholders in connection with the Merger shall have been approved for listing on the American Stock ExchangeNYSE, subject only to official notice of issuance.
(cg) 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 Commissioner under the Florida banking law) The Recapitalization 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”)completed.
(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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party the parties to effect the Merger shall be are subject to the satisfaction satisfaction, at or prior to the Effective Time Closing, of each of the following conditions:
(a) SunCoast shall have obtained the Required SunCoast Vote in connection with If the adoption of this Agreement and NBC by the stockholders of the Company is required by applicable Legal Requirements, this Agreement shall have obtained been duly adopted by the Required NBC Vote in connection with the adoption of this AgreementCompany Stockholder Vote.
(b) The shares of NBC Common Stock to be issued (i) the waiting period applicable to the holders of SunCoast Common Stock upon consummation of the Merger shall have been authorized for listing on the American Stock Exchange, 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 Commissioner under the Florida banking law) 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 and (ii) all such approvals and the expiration approvals, filings, or termination of all such waiting periods being referred under the Antitrust Laws set forth in Schedule 5.2(b) required to herein consummate the Merger shall have been obtained or filed or shall have expired or been terminated, in each case as set forth in Schedule 5.2(b).
(c) Unless the “Requisite Regulatory Approvals”)Offer Termination shall have occurred, Merger Sub shall have accepted for payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer; provided, however, that neither Parent nor Merger Sub shall be entitled to assert the failure of this condition if, in breach of this Agreement or the terms of the Offer, Merger Sub fails to purchase any Shares validly tendered (and not validly withdrawn) pursuant to the Offer.
(d) The S-4 There shall have become effective under the Securities Act, no stop order suspending the effectiveness of the S-4 shall not 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 remain in effect any temporary restraining order, preliminary or permanent injunction or other legal restraint or prohibition (an “Injunction”) order preventing the consummation of the Merger Merger, nor shall any action have been taken, or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction Legal Requirement or decree shall have been enactedorder promulgated, entered, promulgated enforced, enacted, issued or enforced deemed applicable to the Merger by any Governmental Entity Body which prohibits directly or indirectly prohibits, or makes illegal illegal, the acceptance for payment of or payment for Shares or the consummation of the Merger.
(f; provided, however, that a party shall not be permitted to invoke this Section 7.1(d) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which unless it shall have been delivered taken all actions required under this Agreement to NBChave any such order lifted.
Appears in 1 contract
Sources: Merger Agreement (Websense 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 at or prior to the Effective Time Closing Date of the following conditions:
(a) SunCoast This Agreement and the Merger and the other transactions contemplated hereby shall have obtained been adopted and approved by the Required SunCoast Vote in connection with requisite vote of the adoption holders of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption of this AgreementWestern Common Stock.
(b) The shares of NBC Common Stock to be issued waiting periods applicable to the holders consummation of SunCoast Common Stock upon the Merger under the Hart ▇▇▇▇▇ ▇▇▇ shall have expired or been earlier terminated.
(c) No preliminary or permanent injunction or other order, decree or ruling by any United States federal or state court of competent jurisdiction or by any United States federal or state governmental, regulatory or administrative agency or authority which prevents the consummation of the Merger shall have been authorized issued and remain in effect.
(d) No statute, rule or regulation shall have been enacted by any United States federal or state governmental, regulatory or administrative agency or authority that makes the consummation of the Merger illegal or would otherwise prevent the consummation of the Merger.
(e) The S-4 shall have become effective, and any required post-effective amendment shall have become effective, under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and any material "blue sky" and other state securities laws applicable to the registration of the BJ Common Stock (including associated BJ Purchase Rights) and BJ Warrants (including the BJ Common Stock issuable upon exercise thereof) to be exchanged for Western Common Stock shall have been complied with.
(f) The shares of BJ Common Stock (including associated BJ Purchase Rights) issuable to Western's stockholders pursuant to this Agreement shall have been approved for listing on the American Stock ExchangeNYSE, subject to official notice of issuance.
(cg) All regulatory approvals required to consummate the transactions contemplated hereby (including the approval The issuance of BJ Common Stock and BJ Warrants in the Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the Commissioner under the Florida banking law) this Agreement 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 approved by the SEC.
(e) No order, injunction or decree issued by any court or agency affirmative vote 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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast BJ Common Stock, a signed copy of which shall have been delivered to NBCStock required by NYSE Rule 312.05.
Appears in 1 contract
Sources: Merger Agreement (Bj Services 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 Company and Purchaser) at or prior to the Effective Time of the following conditions:
(a) SunCoast 6.1.1 The Company Shareholder Approval shall have obtained the Required SunCoast 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 Agreement.
Effective Time, have a Company Material Adverse Effect or Purchaser Material Adverse Effect; provided that the Purchaser having to enter into a consent decree or other commitment containing Purchaser’s agreement to (a) hold separate or divest Purchaser’s or Company’s or their Subsidiaries’ assets, facilities, properties or businesses, or the assets, facilities, properties or businesses to be acquired pursuant to the Merger, or (b) The shares limitations on its or its Subsidiaries’ conduct or actions or covenants affecting business practices, in each case as and to the extent necessary to obtain each necessary approval of NBC Common Stock or consent to consummate the Merger, shall not be permitted to be issued to considered by the holders Board of SunCoast Common Stock upon Directors of Purchaser in making such a determination.
6.1.3 No provision of any applicable Law making illegal or otherwise prohibiting the consummation of the Merger shall have been authorized for listing on be in effect and no temporary, preliminary or permanent restraining Order preventing the American Stock Exchange, 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 Commissioner under the Florida banking law) 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.
(f) Prior to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, to the effect that, as of the Execution Date, the consideration to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBC.
Appears in 1 contract
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 on or prior to the Effective Time Closing Date of the following conditions:
(a) SunCoast This Agreement and the Merger shall have obtained been approved and adopted by the Required SunCoast Vote in connection with affirmative vote of the adoption holders of this Agreement and NBC shall have obtained the Required NBC Vote in connection with the adoption requisite number of this Agreementoutstanding shares of Transwave Common Stock.
(b) The shares All other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of NBC Common Stock waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with would be issued reasonably likely to have a Material Adverse Effect on Finisar or Transwave or a material adverse effect on the holders of SunCoast Common Stock upon consummation of the Merger transactions contemplated hereby shall have been authorized for listing on the American Stock Exchangefiled, subject to official notice of issuanceoccurred or been obtained.
(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 Commissioner under the Florida banking law) 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 temporary restraining order, preliminary or permanent injunction or decree other order issued by any court or agency of competent jurisdiction or other legal or regulatory restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or limiting or restricting Finisar's conduct or operation of the business of Finisar or Transwave after the Merger shall have been issued, nor shall any proceeding brought by any Governmental Entity seeking any of the other transactions contemplated by this Agreement foregoing be pending; nor shall there be in effect. No any action taken, or any statute, rule, regulation, order, injunction regulation or decree shall have been order enacted, entered, promulgated enforced or enforced by any Governmental Entity deemed applicable to the Merger which prohibits or makes illegal the consummation of the MergerMerger illegal.
(fd) Prior The California Department of Corporations shall have issued the Permit qualifying the securities to the filing of Proxy Statement/Prospectus, SunCoast will have received from an investment banker engaged by SunCoast, an opinion, be issued hereunder pursuant to the effect that, as Section 25121 of the Execution DateCalifornia Corporations Code, and such issuance shall be exempt from the consideration registration requirements of the Securities Act pursuant to be paid to the stockholders of SunCoast in the Merger is fair from a financial point of view to such holders of SunCoast Common Stock, a signed copy of which shall have been delivered to NBCSection 3(a)(10) thereof.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Finisar Corp)