Conditions to Obligations of BHC, MERGERCO and CHOICE Clause Samples

Conditions to Obligations of BHC, MERGERCO and CHOICE. Notwithstanding any other provision of this AGREEMENT, the obligations of BHC and CHOICE to effect the MERGER shall be subject to the fulfillment of each of the following conditions: (a) This AGREEMENT shall have been validly adopted by the affirmative vote of the holders of at least the number of outstanding CHOICE shares required under the CHOICE Articles and Bylaws to adopt such agreements; (b) All permits, approvals, consents, authorizations, exemptions or waivers of any federal or state governmental body or agency necessary or appropriate for consummation of the MERGER shall have been obtained; (c) All waivers, consents and approval of every person, in addition to those required under subsections (a) and (b) of this Section 7.01, necessary or appropriate for the consummation of the MERGER shall have been obtained; (d) CHOICE shall have received a written opinion of ▇▇▇▇ ▇▇▇▇ dated as of the date of the PROXY STATEMENT to the effect that the CONSIDERATION is fair to the shareholders of CHOICE from a financial point of view; (e) There shall not be in effect an order or decision of a court of competent jurisdiction which prevents or materially delays the consummation of the MERGER; and (f) There shall not be in effect any federal or state law, rule or regulation which prevents or materially delays consummation of the MERGER.
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Related to Conditions to Obligations of BHC, MERGERCO and CHOICE

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions: