Common use of Conditions to Obligations of Each Party Under This Agreement Clause in Contracts

Conditions to Obligations of Each Party Under This Agreement. The respective Obligations of Buyer and Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the Parties, in whole or in part, to the extent permitted by Law: (a) Any waiting or review period applicable to the transactions contemplated by this Agreement under applicable antitrust, trade regulation or foreign investment Laws and regulations, including the HSR Act, shall have expired or been terminated; (b) No temporary restraining Order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or other statute, rule or legal restraint of a Governmental Authority shall be in effect preventing the consummation of the transactions contemplated hereby; and (c) There shall not be pending or threatened in writing any Proceeding instituted by any Governmental Authority to materially restrain, prohibit or otherwise materially interfere with or obtain substantial monetary damages in connection with the consummation of the transactions contemplated by this Agreement.

Conditions to Obligations of Each Party Under This Agreement. The respective Obligations obligations of Buyer and Seller each party to consummate the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any or all of which may be waived by the Parties, in whole or in part, to the extent permitted by Law: (a) Any waiting or review period applicable to the transactions contemplated by this This Agreement under applicable antitrust, trade regulation or foreign investment Laws and regulations, including the HSR Act, shall have expired or been terminatedadopted and the Merger approved by the requisite vote of the stockholders of the Company, if required by applicable Law; (b) No temporary restraining OrderThe Purchaser shall have accepted for payment, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or other statutecaused to be accepted for payment, rule or legal restraint of a Governmental Authority shall be all Shares validly tendered and not withdrawn in effect preventing the consummation of the transactions contemplated herebyOffer; and (c) There The consummation of the Merger shall not then be pending restrained, enjoined or threatened prohibited by any order, judgment, decree, injunction or ruling (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other Governmental Entity and no Law shall be in writing any Proceeding instituted effect or have been enacted, promulgated or deemed applicable to the Merger by any Governmental Authority to materially restrain, prohibit Entity which prevents or otherwise materially interfere with or obtain substantial monetary damages in connection with prohibits the consummation of the transactions contemplated by this AgreementMerger.

Conditions to Obligations of Each Party Under This Agreement. The respective Obligations obligations of Buyer each Party to effect the Merger and Seller to consummate the other transactions contemplated hereby shall be subject to the satisfaction satisfaction, or written waiver (if permitted by applicable Law) at or prior to the Closing Date of the following conditions, any or all of which may be waived by the Parties, in whole or in part, to the extent permitted by Law: (a) Any waiting or review period applicable The Company Stockholder Approval shall have been obtained, if and to the transactions contemplated extent required by this Agreement under applicable antitrust, trade regulation or foreign investment Laws and regulations, including the HSR Act, shall have expired or been terminatedDGCL; (b) No temporary restraining OrderThe Purchaser shall have accepted for payment, or caused to be accepted for payment, all Shares validly tendered and not withdrawn in the Offer; and (c) The consummation of the Merger shall not then be restrained, enjoined, prevented, prohibited or otherwise made illegal by any Law or Order (whether temporary, preliminary or permanent injunction permanent) enacted, promulgated, enforced or other Order issued deemed applicable to the Merger by any court of competent jurisdiction or any other statuteGovernmental Entity (collectively, rule or legal restraint of a Governmental Authority shall be in effect preventing the consummation of the transactions contemplated hereby; and (c) There shall not be pending or threatened in writing any Proceeding instituted by any Governmental Authority to materially restrain, prohibit or otherwise materially interfere with or obtain substantial monetary damages in connection with the consummation of the transactions contemplated by this Agreement“Restraints”).

Conditions to Obligations of Each Party Under This Agreement. The respective Obligations obligations of Buyer and Seller each party to consummate the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any or all of which may be waived by the Parties, in whole or in part, to the extent permitted by Law: (a) Any waiting or review period applicable to the transactions contemplated by this This Agreement under applicable antitrust, trade regulation or foreign investment Laws and regulations, including the HSR Act, shall have expired been adopted by the requisite vote or been terminated;consent of the stockholders of the Company, if required by applicable Law. (b) No temporary restraining OrderThe Purchaser shall have accepted for payment, or caused to be accepted for payment, all Shares validly tendered and not withdrawn in the Offer. (c) The consummation of the Merger shall not then be restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling (whether temporary, preliminary or permanent injunction or other Order issued by any permanent) of a court of competent jurisdiction or any other Governmental Entity and there shall not be in effect any statute, rule or legal restraint of a regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Authority shall be in effect preventing Entity which prevents the consummation of the transactions contemplated hereby; and (c) There shall not be pending or threatened in writing any Proceeding instituted by any Governmental Authority to materially restrain, prohibit or otherwise materially interfere with or obtain substantial monetary damages in connection with the consummation of the transactions contemplated by this AgreementMerger.

Conditions to Obligations of Each Party Under This Agreement. The respective Obligations obligations of Buyer and Seller each party to consummate the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any or all of which may be waived by the Parties, in whole or in part, to the extent permitted by Law: (a) Any waiting or review period applicable to the transactions contemplated by this Agreement under applicable antitrust, trade regulation or foreign investment Laws and regulations, including the HSR Act, The Company Stockholder Approval shall have expired or been terminated;obtained, if required by applicable Law. (b) No temporary restraining OrderThe consummation of the Merger shall not then be restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling (whether temporary, preliminary or permanent injunction or other Order issued by any permanent) of a court of competent jurisdiction or any other Governmental Entity of competent jurisdiction and there shall not be in effect any statute, rule or legal restraint regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Entity of a Governmental Authority shall be in effect preventing competent jurisdiction which prevents the consummation of the transactions contemplated hereby; andMerger. (c) There The Purchaser shall have accepted for payment, or caused to be accepted for payment, all Shares validly tendered and not be pending or threatened withdrawn in writing any Proceeding instituted by any Governmental Authority to materially restrain, prohibit or otherwise materially interfere with or obtain substantial monetary damages in connection with the consummation of the transactions contemplated by this AgreementOffer.

Conditions to Obligations of Each Party Under This Agreement. The respective Obligations obligations of Buyer and Seller each party to consummate the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any or all of which may be waived by the Parties, in whole or in part, to the extent permitted by Law: (a) Any waiting or review period applicable to the transactions contemplated by this Agreement under applicable antitrust, trade regulation or foreign investment Laws and regulations, including the HSR Act, The Purchaser shall have expired accepted for payment, or been terminated;caused to be accepted for payment, all Shares validly tendered and not withdrawn in the Offer. (b) No temporary restraining OrderThis Agreement shall have been adopted and the Merger approved by the requisite vote or written consent of the stockholders of the Company, preliminary if required by applicable Law. (c) The consummation of the Merger shall not then be restrained, enjoined or permanent injunction or other Order issued prohibited by any Order of a court of competent jurisdiction or any other statute, rule or legal restraint of a Governmental Authority Entity and there shall not be in effect preventing any Law enacted, promulgated or deemed applicable to the Merger by any Governmental Entity which prevents the consummation of the transactions contemplated herebyMerger; and (c) There provided, that prior to invoking this Section 6.1(c), each party shall not be pending use its commercially reasonable efforts to have any such Order or threatened in writing any Proceeding instituted by any Governmental Authority to materially restrain, prohibit other legal restraint or otherwise materially interfere with or obtain substantial monetary damages in connection with the consummation of the transactions contemplated by this Agreementprohibition lifted.

Conditions to Obligations of Each Party Under This Agreement. The respective Obligations obligations of Buyer and Seller each party to consummate the transactions contemplated hereby Merger shall be subject to the satisfaction at or prior to the Closing Effective Time of each of the following conditions, any or all of which may be waived by the Parties, in whole or in part, to the extent permitted by Law: (a) Any waiting or review period applicable to the transactions contemplated by this This Agreement under applicable antitrust, trade regulation or foreign investment Laws and regulations, including the HSR Act, shall have expired or been terminated;adopted and the Merger approved by the requisite vote of the stockholders of the Company, if required by applicable Law. (b) No temporary restraining OrderThe Purchaser shall have accepted for payment, or caused to be accepted for payment, all Shares validly tendered and not withdrawn in the Offer. (c) The consummation of the Merger shall not then be restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling (whether temporary, preliminary or permanent injunction or other Order issued by any permanent) of a court of competent jurisdiction or any other Governmental Entity and there shall not be in effect any statute, rule or legal restraint of a regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Authority shall be in effect preventing Entity which prevents the consummation of the transactions contemplated hereby; and (c) There shall not be pending or threatened in writing any Proceeding instituted by any Governmental Authority to materially restrain, prohibit or otherwise materially interfere with or obtain substantial monetary damages in connection with the consummation of the transactions contemplated by this AgreementMerger.