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 at or prior to the Closing Date of the following conditions: (a) this Agreement and the Merger shall have been approved by the Company Shareholders in the manner required under the CCC and the articles of incorporation of the Company; (b) the waiting period (for extension thereof) under the HSR Act applicable to the Merger shall have expired or been terminated; (c) no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the Parties shall use their commercially reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted; (d) no Government Entity shall have commenced proceedings, or overtly threatened to commence proceedings, to restrain or prohibit the transactions contemplated hereby or force rescission, unless such Governmental Entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Date; (e) all filings required to be made prior to the Closing by any Party or any of its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained, except where the failure to obtain such consents is not reasonably likely to have a Material Adverse Effect on Parent or Company, as the case may be, and could not reasonably be expected to
Appears in 1 contract
Sources: Merger Agreement (New Focus Inc)
Conditions to Obligation. OF EACH PARTY TO EFFECT THE MERGERof Each Party to Effect the Merger. The respective obligations of each Party party to effect the Merger shall be subject to the satisfaction fulfillment or waiver at or prior to the Closing Date of the following conditions:
(a) this This Agreement and the Merger shall have been approved and adopted by the Company Shareholders in the manner required under the CCC and the articles of incorporation requisite vote of the Companystockholders of Tristar as may be required by law and by any applicable provisions of its Certificate of Incorporation or bylaws;
(b) the waiting period (for extension thereof) under the HSR Act applicable to the Merger No order shall have expired been entered and remain in effect in any action or been terminatedproceeding before any foreign, federal or state court or governmental agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Merger;
(c) no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) There shall have been enactedobtained any and all material permits, enteredapprovals and consents of securities or blue sky commissions of any jurisdiction, promulgated and of any other governmental body or enforced by any Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall agency, that reasonably may be in effect which prohibits, restrains, enjoins or restricts deemed necessary so that the consummation of the Merger; provided, however, that the Parties shall use their commercially reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted;
(d) no Government Entity shall have commenced proceedings, or overtly threatened to commence proceedings, to restrain or prohibit Merger and the transactions contemplated hereby or force rescissionthereby will be in compliance with applicable laws, unless such Governmental Entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Date;
(e) all filings required to be made prior to the Closing by any Party or any of its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained, except where the failure to obtain such consents is not reasonably likely to comply with which would have a Material Adverse Effect on Parent Tristar or Companythe Surviving Corporation after the consummation of the Merger;
(d) All approvals of private persons, financial institutions or corporations, (i) the granting of which is necessary for the consummation of the Merger or the transactions contemplated in connection therewith or (ii) the non-receipt of which would have a Material Adverse Effect on Tristar or the Surviving Corporation after the consummation of the Merger, shall have been obtained;
(e) Tristar shall have been advised in writing on the Closing Date by Coopers & Lybr▇▇▇ ▇.▇.P. that, in accordance with generally accepted accounting principles and applicable rules and regulations of the Commission, the Merger should be treated substantially similarly to a "pooling of interests" for accounting purposes;
(f) Tristar shall have received from Howa▇▇ ▇▇▇▇▇▇▇ Bark▇▇ ▇▇▇▇▇▇▇ ▇ ▇ritten opinion, dated as of the case may bedate of this Agreement, satisfactory in form and could not reasonably be expected tosubstance to the Board of Directors of Tristar, to the effect that the terms of the Merger are fair to the minority
(g) The Distribution Agreement shall have been terminated.
Appears in 1 contract
Sources: Merger Agreement (Tristar Corp)
Conditions to Obligation. OF EACH PARTY TO EFFECT THE MERGERof the Company to Effect the Company Merger. The respective obligations obligation of each Party the Company to effect the Company Merger shall be is further subject to the satisfaction at or prior to the Closing Date fulfillment of the following conditions:
(a) this Agreement (i) The representations and warranties of the Parent, New Parent and the Merger Subsidiaries contained herein shall be true and correct in all respects (but without regard to any materiality qualifications or references to Parent Material Adverse Effect contained in any specific representation or warranty) as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and (z) where any such failure of the representations and warranties in the aggregate to be true and correct in all respects would not have a Parent Material Adverse Effect, (ii) the Parent, New Parent and the Merger Subsidiaries shall have been approved performed in all material respects all obligations and complied with all covenants required by this Agreement to be performed or complied with by any of them prior to the Effective Time and (iii) the Parent and New Parent shall have delivered to the Company Shareholders in a certificate, dated the manner required under the CCC Effective Time and the articles of incorporation of the Company;signed by their respective Chief Executive Officer or Chief Financial Officer certifying to both such effects; and
(b) The Company shall have received an opinion of Hale and Dorr LLP, tax cou▇▇▇▇ to t▇▇ ▇ompany, dated as of the waiting period (for extension thereof) under the HSR Act applicable Effective Time, substantially to the effect that the Company Merger will qualify as an exchange within the meaning of Section 351 of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of reasonable and customary representation letters from each of the Parties and Westar Capital, Inc., in each case in form and substance reasonably satisfactory to such tax counsel. The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have expired been withdrawn or been terminated;modified in any material respect; and
(c) no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) The Parent Stockholder Approval shall have been enactedobtained in accordance with applicable law and Parent's Certificate of Incorporation and Bylaws and the applicable rules of The Nasdaq Stock Market, enteredInc. (or, promulgated or enforced by any Governmental Entity of competent jurisdiction and no other legal restraint or prohibition if Parent shall be in effect which prohibitshave become listed on the New York Stock Exchange, restrains, enjoins or restricts the consummation rules of the Merger; provided, however, that the Parties shall use their commercially reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or liftedNew York Stock Exchange);
(d) no Government Entity shall have commenced proceedings, or overtly threatened to commence proceedings, to restrain or prohibit the transactions contemplated hereby or force rescission, unless such Governmental Entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Date;
(e) all filings required to be made prior to the Closing by any Party or any of its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained, except where the failure to obtain such consents is not reasonably likely to have a Material Adverse Effect on Parent or Company, as the case may be, and could not reasonably be expected to
Appears in 1 contract
Conditions to Obligation. OF EACH PARTY TO EFFECT THE MERGERof Each Party to Effect the Merger. The respective obligations of each Party party to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date Effective Time of each of the following conditions:
(a) this Agreement The Registration Statement shall have been declared effective by the SEC under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order;
(b) The Company Stockholders' Proposal shall have been approved and adopted by the stockholders of the Company in satisfaction of the Company Stockholders' Vote Condition at the Company Stockholders' Meeting or by written consent in accordance with Delaware Law and the Company Certificate of Incorporation;
(c) [Reserved]
(d) Any waiting period applicable to the consummation of the Merger under the HSR Act, or any other Antitrust Laws, shall have expired or been terminated and all other consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity required to consummate the Merger shall have been approved by the Company Shareholders filed, made or obtained, in the manner required under the CCC each case on terms reasonably satisfactory to Alcatel, except for such consents, approvals, orders or authorizations which involve an insignificant amount of assets and the articles of incorporation of the Company;
(b) the waiting period (which do not provide for extension thereof) under the HSR Act applicable any penalties or fines due to the Merger shall have expired failure to receive such consents, approvals, orders or been terminated;
authorizations (c) no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, it being understood that the Parties parties shall use their commercially reasonable best efforts to cause any such decree, ruling, injunction or other put in place a structure in order to be vacated or lifted;
(d) no Government Entity shall have commenced proceedingsprovide Merger Sub and indirectly, or overtly threatened to commence proceedingsAlcatel, to restrain or prohibit with the transactions contemplated hereby or force rescission, unless benefit of such Governmental Entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Dateassets);
(e) all filings required to be made prior to the Closing No judgment, order, injunction, decree or ruling issued by any Party or any of its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby Merger shall have been made or obtained, except where issued and then be in effect (provided that the failure to obtain such consents is not reasonably likely parties hereto shall use their commercial reasonable efforts to have a Material Adverse Effect on Parent any such judgment, order, injunction, decree or Companyruling vacated or lifted), nor shall there have been any Law enacted, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal; and
(f) Each of Alcatel, the Company and the Stockholders' Representative shall have executed and delivered the Escrow Agreement in the form attached hereto as Exhibit E.
(g) The ADSs and the Alcatel Shares to be issued as the case may be, Merger Consideration shall be listed on the NYSE or on such national securities exchange or quoted on such national market system as the ADSs and could not reasonably be expected tothe Alcatel Shares are listed or quoted as of the Effective Time.
Appears in 1 contract
Sources: Merger Agreement (Alcatel)
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 at or prior to the Closing Date of the following conditions:
(a) this Agreement and the Merger shall have been approved by the stockholders of the Company Shareholders in the manner required under the CCC DGCL and the articles certificate of incorporation of the Company;
(b) the waiting period (for extension thereof) under the HSR Act applicable to this Agreement and the Merger shall have expired or been terminated;approved by the stockholders of HCPI in the manner required under the MGCL and the charter of HCPI.
(c) no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the Parties shall use their commercially reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted;
(d) no Government Entity the Registration Statement shall have commenced proceedingsbecome effective under the Securities Act and shall not be the subject of any stop order suspending the effectiveness of the Registration Statement nor shall proceedings for that purpose have been threatened, or overtly threatened and any material Blue Sky Law permits and approvals applicable to commence proceedings, the registration of the HCPI Common Stock to restrain or prohibit the transactions contemplated hereby or force rescission, unless such Governmental Entity be exchanged for Company Stock shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Dateobtained;
(e) all filings required to be made prior to the Closing by any Party or any of its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained, except where the failure to obtain such consents is would not reasonably likely to have cause a Company Material Adverse Effect on Parent or Company, as the case may be, a HCPI Material Adverse Effect and could not reasonably be expected toto subject the Parties or their Affiliates or any directors, trustees, officers, agents or advisors of any of the foregoing to the risk of criminal liability;
(f) all consents or approvals of all Persons (other than Governmental Entities) required for, in connection with, or as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect, except for those the failure of which to obtain would not cause a Company Material Adverse Effect or a HCPI Material Adverse Effect; and
(g) the shares of HCPI Common Stock issuable to the holders of Company Stock pursuant to this Agreement shall have been approved for listing on the NYSE upon official notice of issuance.
Appears in 1 contract
Conditions to Obligation. OF EACH PARTY TO EFFECT THE MERGERof Each Party to Effect the Merger. The respective obligations of each Party party to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions:
(a) this This Agreement and the Merger (and the Logistic Sale in the case of Christiana) shall have been approved and adopted by the Company Shareholders in the manner required under the CCC and the articles of incorporation requisite vote of the Companystockholders of Christiana and EVI, as may be required by law, by the rules of the NYSE, by Section 5.3(a) and by any applicable provisions of their respective charters or bylaws;
(b) the The waiting period (for and any extension thereof) applicable to the consummation of the Merger under the HSR Act applicable to the Merger shall have expired or been terminated;
(c) no statute, rule, regulation, executive order, decree, ruling, injunction or other No order (whether temporary, preliminary or permanent) shall have been enactedentered and remain in effect in any action or proceeding before any foreign, enteredfederal or state court or governmental agency or other foreign, promulgated federal or enforced state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Logistic Sale and the Merger;
(d) The Registration Statement and a registration statement under the Securities Act to be filed by any Governmental Entity of competent jurisdiction C2 in connection with the Merger shall each be effective on the Closing Date, and all post- effective amendments thereto filed shall have been declared effective or shall have been withdrawn; and no stop-order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the Commission;
(e) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other legal restraint governmental body or prohibition shall agency, that reasonably may be deemed necessary so that the consummation of the Merger and the transactions contemplated thereby will be in effect compliance with applicable laws, the failure to comply with which prohibitswould have a Christiana MAE or EVI MAE;
(f) The shares of EVI Com▇▇▇ ▇▇▇▇▇ ▇▇▇▇able upon consummation of the Merger shall have been approved for listing on the NYSE, restrainssubject to official notice of issuance;
(g) EVI, enjoins or restricts C2 and Christiana shall have received an opinion, dated as of the Effective Date, from American Appraisal Associates, Inc. in form and substance satisfactory to them, in respect of the matters described in Section 2.2(u); and
(h) All approvals and consents of third Persons (i) the granting of which is necessary for the consummation of the Merger; provided, however, that the Parties shall use their commercially reasonable best efforts to cause any such decree, ruling, injunction Logistic Sale or other order to be vacated or lifted;
(d) no Government Entity shall have commenced proceedings, or overtly threatened to commence proceedings, to restrain or prohibit the transactions contemplated hereby or force rescission, unless such Governmental Entity shall have withdrawn such notice in connection therewith and abandoned any such proceedings prior to (ii) the time non-receipt of which otherwise would have been the Closing Date;
(e) all filings required to be made prior to the Closing by any Party a Christiana MAE or any of its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained, except where the failure to obtain such consents is not reasonably likely to have a Material Adverse Effect on Parent or Company, as the case may be, and could not reasonably be expected toan EVI MAE.
Appears in 1 contract
Sources: Merger Agreement (C2 Inc)