Conditions to Each Party’s Obligations to Effect the Mergers Clause Samples
Conditions to Each Party’s Obligations to Effect the Mergers. The respective obligations of each party to effect the mergers shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof in its sole discretion) at or prior to the Closing Date of the following conditions:
(a) This Merger Agreement, an amendment to the partnership agreements to permit the mergers (the "MERGER AMENDMENT"), the selection of special legal counsel for the limited partners and that counsel's legal opinion referred to in Section 3.1(c) shall have been approved by the limited partners (with respect to the Special Vote Partnerships, excluding Pioneer USA and its affiliates) holding at least a majority of the outstanding limited partnership interests voting in person or by proxy at the Special Meetings at which a quorum is present, with respect to each merger.
(b) Pioneer USA shall have received from Robert A. Stanger & Co., Inc. a written opinion for inclusion in the Proxy Statement satisfactory in form and substance to Pioneer USA and substantially to the effect that, as of the date of that opinion, the amount of cash to be received by the limited partners of each partnership in the mergers is fair from a financial point of view to those partners. Such opinion shall not have been withdrawn prior to the Closing Date, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to Pioneer USA to a similar effect has been received by Pioneer USA and has not been withdrawn.
(c) The receipt, on or prior to the Closing Date, by Pioneer USA of the opinion of special legal counsel for the limited partners pursuant to the partnership agreements of the Partnerships.
(d) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the mergers and the transactions related thereto.
(e) No suit, action or proceeding shall have been filed or otherwise be pending against Pioneer, Pioneer USA or any officer, director or affiliate of Pioneer or Pioneer USA challenging the legality or any aspect of the mergers or the transactions related thereto.
(f) The parties to the mergers having 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 Merger Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL, DRU...
Conditions to Each Party’s Obligations to Effect the Mergers. The respective obligations of each party hereto to consummate the Mergers are subject to the fulfillment at or prior to the Closing Date of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby (which waiver shall be in such party’s sole discretion), to the extent permitted by applicable Law:
Conditions to Each Party’s Obligations to Effect the Mergers. The respective obligations of the Buyer Parties and the Company Parties to consummate the Mergers are subject to the satisfaction or waiver (where permissible pursuant to applicable law) of each of the following conditions:
Conditions to Each Party’s Obligations to Effect the Mergers. The respective obligations of the parties to effect the Mergers shall be subject to the satisfaction or, other than with respect to Section 8.1(a), which shall not be waived by any party hereto, waiver, at or prior to the First Effective Time, of the following conditions:
Conditions to Each Party’s Obligations to Effect the Mergers. The respective obligations of (i) FSIC III, Merger Sub 1 and FSIC II to effect Merger 1A, (ii) CCT II, Merger Sub 2 and FSIC II to effect Merger 2A and (iii) FSIC IV, Merger Sub III and FSIC II to effect Merger 3A, as the case may be, shall be subject to the satisfaction or waiver by the parties to Merger 1A, Merger 2A or Merger 3A, as the case may be, at or prior to the applicable Effective Time, of the following conditions:
Conditions to Each Party’s Obligations to Effect the Mergers. The respective obligations of the parties hereto to consummate the Mergers pursuant to the terms of this Agreement are subject to satisfaction of the following conditions precedent on or prior to the Closing Date. In the event that one or more of these conditions are not satisfied on or prior to the Closing Date, the party or parties whose obligations hereunder are subject to the satisfaction of such condition or conditions may either elect to terminate this Agreement or waive the satisfaction of such condition. The conditions are:
(a) this Agreement and the Mergers shall have been approved by the holders of a majority of the shares of Target Stock of each Target REIT other than a Target REIT with respect to which this Agreement has been terminated in accordance with Section 8.2(b);
(b) all necessary consents, waivers, approvals, authorizations or orders required to be obtained and the making of all filings required to be made by any of the parties for the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated thereby shall have been obtained or made, as the case may be, on or prior to (and remaining in effect at) the Closing Date;
(c) the Company and each of the Target REITs shall have received, on or prior to the Closing Date, an opinion from Wilmer Cutler Pickering Hale and Dorr LLP to the effect that each Merg▇▇ ▇▇▇▇ ▇▇ ▇▇e▇▇▇▇ ▇▇▇ ▇▇▇▇▇al in▇▇▇▇ tax purposes as a reorganization within the meaning of Section 368(a) of the Code (it being agreed that if Wilmer Cutler Pickering Hale and Dorr LLP does not render such opinion, ▇▇▇▇ ▇▇▇▇▇▇i▇▇ ▇▇▇▇▇ ▇▇▇▇▇heles▇ ▇▇ satisfied if another nationally recognized law firm renders such opinion, and that the Company and the Target REITs shall use their respective reasonable best efforts to obtain the opinion required by this subsection). Each of the Company and each Target REIT agrees to provide customary representations to Wilmer Cutler Pickering Hale and Dorr LLP (or such other law firm) in ▇▇▇▇▇▇▇▇▇▇ ▇▇t▇ ▇▇▇ ▇▇▇▇▇▇▇▇ of s▇▇▇ opinion;
(d) either the President and Chief Executive Officer or the Vice President and Chief Operating Officer of the Company shall have delivered to each of the Target REITs a certificate on behalf of the Company, dated as of the Closing Date, to the effect that there have been no material adverse changes in the financial condition of the Company between the date of the most recent Company Financial Statements and the Closing Date, and t...
Conditions to Each Party’s Obligations to Effect the Mergers. The respective obligations of each Party to effect the Mergers shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, US Holdco, the Merger Subs and the Company, as the case may be, to the extent permitted by applicable Law:
Conditions to Each Party’s Obligations to Effect the Mergers. The respective obligations of the parties to effect the Mergers shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
Conditions to Each Party’s Obligations to Effect the Mergers. The respective obligations of the parties hereto to consummate the Mergers pursuant to the terms of this Agreement are subject to satisfaction of the following conditions precedent on or prior to the Closing Date. In the event that one or more of these conditions are not satisfied on or prior to the Closing Date, the party or parties whose obligations hereunder are subject to the satisfaction of such condition or conditions may either elect to terminate this Agreement or waive the satisfaction of such condition. The conditions are:
(a) this Agreement and the Mergers shall have been approved by the holders of a majority of the shares of Target Stock of each Target REIT other than a Target REIT with respect to which this Agreement has been terminated in accordance with Section 8.2(b);
(b) all necessary consents, waivers, approvals, authorizations or orders required to be obtained and the making of all filings required to be made by any of the parties for the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated thereby shall have been obtained or made, as the case may be, on or prior to (and remaining in effect at) the Closing Date;