Common use of Conditions to Obligation of Each Party to Effect the Merger Clause in Contracts

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) Unless the Merger is consummated pursuant to Section 1110 of the CGCL as contemplated by Section 2.7 of this Agreement, this Agreement shall have been approved by the Company Requisite Vote. (b) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition 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 that prohibits or makes illegal consummation of the Offer, the Merger or any other transaction contemplated hereby. (c) Purchaser shall have accepted for purchase and paid for the Shares validly tendered (and not withdrawn) pursuant to the Offer.

Appears in 2 contracts

Sources: Merger Agreement (Genelabs Technologies Inc /Ca), Merger Agreement (Glaxosmithkline PLC)

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) Unless the Merger is consummated pursuant to Section 1110 253 of the CGCL DGCL as contemplated by Section 2.7 of this Agreement, this Agreement the “agreement of merger” (as such term is used in Section 251 of the DGCL) shall have been approved adopted by the Company Requisite Vote. (b) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition 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 that prohibits or makes illegal consummation of the Offer, the Merger or any other transaction contemplated herebyMerger. (c) Purchaser shall have accepted for purchase and paid for the Shares validly tendered (and not withdrawn) pursuant to the Offer.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Glaxosmithkline PLC), Merger Agreement (Praecis Pharmaceuticals Inc)