Conditions to Each Party’s Obligation to Effect the Share Exchange Clause Samples

This clause defines the specific requirements that must be satisfied before either party is obligated to complete the share exchange transaction. Typically, these conditions include obtaining necessary regulatory approvals, ensuring that all representations and warranties remain true, and that no material adverse changes have occurred. By setting out these prerequisites, the clause ensures that both parties are protected from unforeseen risks and that the transaction only proceeds when all agreed-upon standards are met, thereby promoting fairness and certainty in the deal process.
Conditions to Each Party’s Obligation to Effect the Share Exchange. The obligation of each party to effect the Share Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
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Conditions to Each Party’s Obligation to Effect the Share Exchange. The respective obligations of the parties hereunder to effect the Share Exchange shall be subject to the following conditions:
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Conditions to Each Party’s Obligation to Effect the Share Exchange. (a) The respective obligations of each party hereto to effect the Share Exchange shall be subject to the satisfaction, by the party responsible for fulfilling the obligation, or, to the extent permitted under applicable Law, waiver, by the party entitled to the benefit thereof, on or prior to the Share Exchange Closing Date of each of the conditions set forth in Article VI of the Merger Agreement; provided, however, that for purposes of this Section 7.1, the condition in Section 6.2(c) of the Merger Agreement relating to the transactions contemplated by this Agreement shall be disregarded; provided, further, for purposes of this Section 7.1(a) that no waiver shall be given effect hereunder unless the corresponding waiver shall have been given under the Merger Agreement.
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Conditions to Each Party’s Obligation to Effect the Share Exchange. The respective obligations of each party to effect the Share Exchange shall be subject to the fulfillment (or waiver by all parties) at or prior to the Effective Time of the following conditions: (a) Shareholder Approval shall have been obtained; (b) no Governmental Entity of competent jurisdiction shall have enacted, issued or entered any Law, restraining order, preliminary or permanent injunction or similar order or legal restraint or prohibition (a “Restraint”) which remains in effect that prohibits, makes illegal, enjoins or prevents the Share Exchange, and all material foreign or domestic governmental consents, orders and approvals required for the consummation of the Share Exchange and the Transactions shall have been obtained and shall be in effect at the Effective Time and specifically including those consents, orders and approvals listed on Schedule 8.1(b); and (c) the Acceptance Time shall have occurred.
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Conditions to Each Party’s Obligation to Effect the Share Exchange. The respective obligations of each Party to effect the Share Exchange shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) No order suspending the issuance of Whole Living Shares pursuant to this Agreement shall be in effect and no proceeding for such purpose shall be pending before or threatened by the Commission. (b) Any required filings, shall have been filed with the appropriate parties and no order suspending the issuance of Whole Living Shares pursuant to this Agreement shall be in effect and no proceeding for such purpose shall be pending before or threatened by any applicable law. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the minimum number of shareholder’s votes that will be necessary to authorize the transaction for Whole Living and ForeverGreen, in each case in accordance with Applicable Law. (d) No preliminary or permanent injunction or other order by any federal or state court in the United States which prohibits the consummation of the Share Exchange shall have been issued and remain in effect. (e) Each of Whole Living and ForeverGreen shall have obtained such consents from third parties and Governmental Authorities as shall be required and which are material to Whole Living and ForeverGreen and to consummation of the transactions contemplated hereby.
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Conditions to Each Party’s Obligation to Effect the Share Exchange. The obligation of each party to effect the Share Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions: No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Share Exchange shall have been issued by any court of competent jurisdiction or any other Governmental Entity having jurisdiction and shall remain in effect, and there shall not be any applicable legal requirement enacted, adopted or deemed applicable to the Share Exchange that makes consummation of the Share Exchange illegal.
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Conditions to Each Party’s Obligation to Effect the Share Exchange. Except as may be waived in writing by the parties, all of the obligations of the Parties under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions: No laws shall have been adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other order issued by a court or other Governmental Authority of competent jurisdiction shall be in effect, having the effect of making this Agreement illegal or otherwise prohibiting consummation of this Agreement; provided, however, that the provisions of this Section shall not be available to any party whose failure to fulfill its obligations pursuant to Section 7.02 shall have been the cause of, or shall have resulted in, such order or injunction.
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Conditions to Each Party’s Obligation to Effect the Share Exchange. The respective obligations of each party to effect the Share Exchange and the other transactions contemplated hereby shall be subject to the fulfillment or waiver at or prior to the Closing Date of the following conditions: (a) This Agreement, the Share Exchange and the other transactions contemplated hereby shall have been approved by the Federal Reserve Board, the Commissioner, the FDIC and any other Regulatory Authorities whose approval is required for consummation of the transactions contemplated hereby (other than the Share Exchange) and all applicable waiting periods shall have expired. No such approval or consent shall be conditioned or restricted in any manner (including requirements relating to the disposition of assets) which in the good faith judgment of Sterling would so adversely impact the economic or business benefits of the transactions contemplated by this Agreement that, had such condition or restriction been known, it would not have entered into this Agreement. (b) Neither Sterling nor the Company shall be subject to any litigation that seeks any order, decree or injunction of a court or agency of competent jurisdiction to enjoin or prohibit the consummation of the Share Exchange or the other transactions contemplated by this Agreement.
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Related to Conditions to Each Party’s Obligation to Effect the Share Exchange

  • Conditions to Each Party’s Obligation to Effect the Exchange The obligation of each party to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Merger The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Mergers The respective obligation of each party to effect the Mergers is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Each Party’s Obligations to Effect the Merger The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on or prior to the Closing Date of the following conditions: (a) The limited partners of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this Agreement, the Merger and the transactions contemplated hereby; (c) The Fairness Opinion shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit the consummation of the Merger and the transactions related thereto; (e) No suit, action, or proceeding shall have been filed or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreement.