Conditions to Each Party’s Obligation to Effect the Transaction Clause Samples

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

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each Party to effect the Transaction shall be subject to the fulfillment (or waiver by all Parties, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) The Company Shareholder Approval shall have been obtained. (b) The Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to any non de minimis modification being acceptable to both Parties acting reasonably and in good faith) and a copy of the Court Order shall have been delivered to Registrar of Companies in Jersey. (c) The New Buyer Shares shall have been approved for listing on the NYSE, subject to official notice of issuance. (d) No order, injunction, decree or other legal restraint by any court or other tribunal of competent jurisdiction or Governmental Entity shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective, in each case that prohibits, prevents, restrains or renders illegal the consummation of the Transaction; provided, that with respect to any such order, injunction, decree or other legal restraint that relates to Antitrust Laws or Foreign Investment Laws, such order, injunction, decree or other legal restraint shall have been entered or adopted by a jurisdiction where the consent of or filing with a Governmental Entity of such jurisdiction is required in order to satisfy the condition set forth in Section 6.1(f). (e) All waiting periods applicable to the Transaction under the HSR Act, including any secondary acquisition notifications pursuant to 16 C.F.R. § 801.4, shall have expired or been terminated. (f) All consents of the Governmental Entities set forth in Section 6.1(f) of the Buyer Disclosure Schedule shall have been obtained and any applicable waiting periods with respect thereto shall have expired or been terminated, as the case may be.

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each party to close the Transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following condition, which may be waived, in whole or in part to the extent permitted by applicable Law. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, execution order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Transaction or any transaction contemplated by this Agreement; provided, however, that the parties shall use reasonable commercial efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligation of each party to consummate the Mergers is subject to the satisfaction or waiver (to the extent permitted by applicable Law and other than the conditions set forth in Section 7.1(a) which may not be waived by any party) at or prior to the Closing of the following conditions:

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions (unless waived by each of the parties hereto in accordance with the provisions of Section 8.7 hereof): (a) The waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated. (b) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the transactions contemplated hereby or materially changes the terms or conditions of this Agreement shall have been issued and remain in effect. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (c) All material 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 or registrations required to be filed or registered after the Closing Date. (d) The Company and shall have amended (the "AMENDMENT") the Preferred Supplier Agreement (the "*AGREEMENT") dated as of * between the Company and * to delete Section 15.6 of the * Agreement or shall terminate the * Agreement. If amended, no provision of the * Agreement other than Section 15.6, shall be amended "*SEE PAGE ONE OF EXHIBIT" without the prior written consent of ▇▇▇▇▇▇, which consent shall not be unreasonably withheld. ▇▇▇▇▇▇ shall also have received sufficient evidence that any and all payments required to be made to * as consideration for entering into the * Amendment or terminating the * Agreement have been paid by Seller or Parent. (e) The Company and Parent shall have entered into an Exclusive Distribution Agreement, which shall incorporate the provisions set forth on EXHIBIT A attached hereto. (f) The Company and Parent shall have entered into a Contract Manufacturing Agreement in the form attached hereto as EXHIBIT B. (g) ▇▇▇▇▇▇ and Parent shall have entered into an Agreement with Respect to Tax Matters in the form attached hereto as EXHIBIT C. (h) The Company and Parent shall have entered into the Supply and License Agreement in the form attached hereto as EXHIBIT D. (i) The Company and Merrell Pharmaceutical...

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of the parties to effect the transactions contemplated hereby shall be subject to the satisfaction, or waiver by each of the parties, at or prior to the Closing of the following conditions: (a) Approvals or authorizations required to be obtained from the FAA, DOT, and such other Governmental Entity as set forth and specifically described on Section 5.1(a) of the Seller Disclosure Schedule to this Agreement shall have been obtained. (b) The waiting period under the HSR Act shall have expired or been earlier terminated. (c) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation which is in effect and which has the effect of making the purchase of the Units illegal or otherwise prohibiting consummation of the purchase of the Units or the other transactions contemplated by this Agreement and there shall be no Proceeding pending by or before any Governmental Entity of competent jurisdiction seeking the foregoing.

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each party to effect the Transaction shall be subject to the fulfillment (or waiver by all parties) at or prior to the Closing of the following conditions: (a) The Seller Stockholder Approval shall have been obtained, all in accordance with applicable Law and the rules and regulations of Nasdaq; (b) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court or other tribunal or Governmental Entity which prohibits the consummation of the Transaction, and shall continue to be in effect; (c) The applicable waiting periods and any approvals applicable to the Transaction under the rules of the Federal Energy Regulatory Commission shall have expired or been earlier terminated or shall have been obtained, as applicable, and any other Governmental Approvals, including any applicable approvals under any antitrust, competition, power generation or investment Laws, required to be obtained for the consummation, as of the Closing, of the transactions contemplated by this Agreement, other than any such Governmental Approvals the failure of which to be obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Acquired Companies shall have been obtained (collectively, the “Required Approvals”); and (d) The Other Approvals shall have been obtained.

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of the parties to consummate the transactions contemplated under Article II are subject to the satisfaction or waiver prior to the Closing Date of each of the following conditions:

Conditions to Each Party’s Obligation to Effect the Transaction. The obligations of the parties hereto to consummate the transactions contemplated hereby are subject to the satisfaction at or prior to the Closing of the following conditions: (a) any waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated; (b) no Governmental Entity or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any applicable Law which is then in effect and has the effect of restraining or making the transactions contemplated hereby illegal or otherwise prohibiting consummation of such transactions; and (c) all permits, consents, approvals, authorizations, qualifications and orders described in SECTION 2.05 and all consents and authorizations of third parties required under any Material Contract in order to consummate the transactions contemplated hereby (the “Closing Condition Consents”) shall have been obtained, and none of such Closing Condition Consents shall have a Company Material Adverse Effect.