Conditions to Mergers Sample Clauses

The 'Conditions to Mergers' clause defines the specific requirements and circumstances that must be satisfied before a merger between two entities can be completed. These conditions often include obtaining necessary regulatory approvals, securing shareholder consent, and ensuring that no material adverse changes have occurred to either party prior to closing. By clearly outlining these prerequisites, the clause helps manage risk and ensures that both parties are protected if key conditions are not met, thereby preventing premature or unfavorable completion of the merger.
Conditions to Mergers. SECTION 8.1 - Conditions to Obligations of Each Party to ------------------------------------------ Effect the Mergers. The respective obligations of each Party to effect the ------------------ Mergers shall be subject to the following conditions:
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Conditions to Mergers. 46 Section 6.1. Conditions to Each Party's Obligation to Effect the Mergers................. 46 Section 6.2. Additional Conditions to Obligations of N2K................................. 47 Section 6.3. Additional Conditions to Obligations of CDnow............................... 48 ARTICLE VII. TERMINATION AND AMENDMENT 49 Section 7.1. Termination................................................................. 49 Section 7.2. Effect of Termination....................................................... 51 Section 7.3. Fees and Expenses........................................................... 51 Section 7.4. Amendment................................................................... 53 Section 7.5. Extension; Waiver........................................................... 53 ARTICLE VIII. MISCELLANEOUS 54 Section 8.1. Nonsurvival of Representations, Warranties and Agreements................... 54 Section 8.2. Notices..................................................................... 54 Section 8.3. Interpretation.............................................................. 55 Section 8.4. Counterparts................................................................ 55 Section 8.5. Entire Agreement; No Third Party Beneficiaries.............................. 55 Section 8.6. Governing Law............................................................... 56 Section 8.7. Assignment.................................................................. 56 EXHIBITS Exhibit A Stock Option Agreement (N2K) Exhibit B Stock Option Agreement (CDnow) Exhibit C Stockholder Support Agreement (N2K) Exhibit D Stockholder Support Agreement (CDnow) Exhibit E Form of Articles of Incorporation of NewCo Exhibit F Form of Bylaws of NewCo Exhibit G Form of N2K Affiliate Agreement Exhibit H Form of CDnow Affiliate Agreement Exhibit I Employment Agreement for ▇▇▇▇▇ ▇▇▇▇ Exhibit J Employment Agreement for ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CROSS REFERENCE
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Conditions to Mergers. 17 Section 2.1 Conditions to All Parties’ Obligations 17 Section 2.2 Conditions to Parent’s, Merger Sub’s and Second Merger Sub’s Obligations 17 Section 2.3 Conditions to Company’s Obligations 19 Section 2.4 Waiver of Conditions 20
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Conditions to Mergers 
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Related to Conditions to Mergers

  • CONDITIONS TO MERGER Section 7.01 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 prior to the Closing Date of the following conditions:

  • Conditions to the Mergers 36 Termination of the Mergers and the Merger Agreement..................... 37

  • CONDITIONS TO THE MERGER SECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.

  • Legal Conditions to Merger Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

  • 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.