Conditions to Obligations of Each Party to Effect the Merger Clause Samples

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of the Company, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction, at or prior to the Effective Time, any of which may be waived, in writing, by the Company, Parent and Merger Sub, of the following conditions:

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) Unless the Offer has been terminated pursuant to Section 1.1(e), the Offer shall have been consummated in accordance with its terms; PROVIDED, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant to the Offer other than as a result of a failure of a condition thereof; (b) If the Offer has been terminated pursuant to Section 1.1(e), the waiting period applicable to the consummation of the Merger under the H-S-R Act shall have expired or been terminated; (c) the requisite approval of the respective shareholders of Parent (if required), and of the Company shall have been obtained; (d) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received; (e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSE, TSE and ME subject to official notice of issuance; (f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and (g) there shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state of the Europe...

Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) the Offer shall have been consummated in accordance with its terms; provided, however, that this condition shall be deemed to be satisfied if -------- ------- Purchaser fails to accept for payment and pay for Shares and Preferred Shares pursuant to the Offer other than as a result of a failure of a condition thereof; (b) the waiting period applicable to the consummation of the Merger under the H-S-R Act shall have expired or been terminated; (c) there shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which is in effect and has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and (d) there shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any foreign or United States federal or state court or foreign or United States federal or administrative agency or authority, enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Shares and Preferred Shares.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to effect the Merger and to consummate the other transactions contemplated hereby will be subject to the fulfillment at or prior to the Closing of the following conditions: (a) The Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of Marshalltown as required by law, and by any applicable provisions of its certificate of incorporation and by-laws. (b) The Merger and the other transactions contemplated hereby shall have been approved by the OTS and any other regulatory authority without any condition, in the reasonable opinion of HMN, unduly burdensome to HMN, all conditions required to be satisfied prior to the Effective Time imposed by the terms of such approvals shall have been satisfied and all waiting period relating to such approvals shall have expired. (c) No order shall have been entered and remain in effect in any action or proceeding 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. (d) There shall have been obtained such other permits, consents and approvals of bank, thrift, insurance or securities commissions or agencies of any jurisdiction and of other governmental bodies or agencies that may reasonably be deemed necessary so that the consummation of the Merger and the other transactions contemplated hereby will be in compliance with applicable laws, without any condition, in the reasonable opinion of HMN, unduly burdensome to HMN.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction of the following conditions:

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of Parent and the Company to consummate the Merger and the other transactions that are to occur at or after the Effective Time pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of the conditions set forth in this Section 6.1:

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Closing of the following conditions: (a) there shall not be pending by or before any court or other governmental body an order or injunction restraining or prohibiting the transactions contemplated hereby; and (b) no party hereto shall have terminated this Agreement as permitted herein.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the transactions contemplated hereby will be subject to the satisfaction at or prior to the Closing of the following conditions: (a) No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or Governmental or Regulatory Authority or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect; nor shall there be any action taken, or any Law or Order enacted, entered, enforced or deemed applicable to the transactions contemplated hereby or the other transactions contemplated by the terms of the Agreement that would prohibit the consummation of the transactions contemplated hereby or which would permit consummation of the transactions contemplated hereby only if certain divestitures were made or if Parent and Merger Sub were to agree to limitations on its business activities or operations.