Conditions to Obligations of Each Party to Effect the Share Exchange Sample Clauses

The 'Conditions to Obligations of Each Party to Effect the Share Exchange' clause defines the specific requirements that must be satisfied before either party is legally required to complete the share exchange transaction. These conditions may include obtaining necessary regulatory approvals, ensuring that all representations and warranties remain true, and the absence of any material adverse changes affecting the parties involved. By clearly outlining these prerequisites, the clause ensures that both parties are protected from being forced to proceed with the transaction if key conditions are not met, thereby allocating risk and promoting fairness in the execution of the agreement.
Conditions to Obligations of Each Party to Effect the Share Exchange. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
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Conditions to Obligations of Each Party to Effect the Share Exchange. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to Buyer or the Company having timely obtained (i) the Israeli Section 102 Interim Tax Ruling or the Israeli 102 Tax Ruling and (ii) the 104(h) Tax Ruling, a 104(h) interim tax ruling confirming amongst others that Buyer shall be exempt from Israeli withholding Tax in relation to any payments made in Buyer Common Stock with respect to an Electing Holder (the “104(h) Interim Tax Ruling”), or a different interim confirmation approval or ruling from the ITA according to which the exchange of shares under this Agreement shall not trigger a withholding obligation on Buyer or anyone on its behalf, and each of the parties shall have signed any acknowledgement and lock-up undertaking required by any such ruling at or prior to the Closing.
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Conditions to Obligations of Each Party to Effect the Share Exchange. The respective obligations of each party to this Agreement to effect the Share Exchange shall be subject to the satisfaction at or prior to the Exchange Date of the following conditions: (a) No Injunctions or Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing or challenging the consummation of the Share Exchange shall be in effect nor shall any proceeding brought by any Governmental Entity seeking the foregoing be pending.
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Conditions to Obligations of Each Party to Effect the Share Exchange. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to Buyer or the Company having timely obtained (i) the Israeli Section 102 Interim Tax Ruling or the Israeli 102 Tax Ruling and (ii) the 104(h) Tax Ruling, the 104(h) Interim Tax Ruling, or a different interim confirmation approval or ruling from the ITA according to which the exchange of shares under this Agreement shall not trigger a withholding obligation on Buyer or anyone on its behalf, and each of the parties shall have signed any acknowledgement and lock-up undertaking required by any such ruling at or prior to the Closing.
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Related to Conditions to Obligations of Each Party to Effect the Share Exchange

  • 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 at or prior to the Closing Date of the following conditions:

  • Conditions to Obligation 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 fulfillment at or prior to the Effective Time of each of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Exchange The obligation of each party to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment (or written waiver by the Company) of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in this Agreement which are qualified by a “Parent Material Adverse Effect” qualification will be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (ii) the representations and warranties of Parent set forth in this Agreement which are not qualified by a “Parent Material Adverse Effect” qualification will be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that, with respect to clauses (i) and (ii) hereof, representations and warranties that are made as of a particular date or period will be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of such date or period. (b) Parent and Merger Sub will have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) Parent will have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied. (d) Parent will have deposited, or will have cause to be deposited, the amounts contemplated by Section 2.2(a) with the Exchange Agent.