Conditions to Obligations of Each Party. At each Closing, the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each of the following conditions: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminated. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser. (c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Amgen Inc), Stock Purchase Agreement (Tularik Inc)
Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be transactions contemplated hereby are subject to the satisfaction fulfillment or waiver, on waiver at or prior to the relevant Closing Date, of each Effective Date of the following conditions:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing There shall have been fulfilledno law, and all consentsstatute, authorizationsrule or regulation, permitsdomestic or foreign, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedhereby.
(b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any This Agreement and all of the transactions contemplated hereby shall have been duly authorized by this Agreement, (ii) cause any the boards of directors of the transactions contemplated by Company, Equitex and Merger Sub. The Merger and this Agreement to be rescinded following consummation or (iii) shall have been approved by the effect Required Company Stockholder Vote, by the stockholders of making illegal Equitex and by Equitex as the purchase of, or payment for, any sole stockholder of the Shares by PurchaserMerger Sub.
(c) There shall not be no temporary restraining orderthreatened, preliminary injunction instituted or permanent injunction pending any action or other order preventing proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Equitex or Merger Sub of all or a material portion of the business or assets of the Company, or to compel Equitex or Merger Sub or any of their respective subsidiaries or the Company to dispose of or to hold separately all or a material portion of the business or assets of Equitex or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to be completed at and materially adversely affecting the applicable Closing issued by any court that remains in effecttransactions contemplated hereby.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval There shall not be a condition any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall be consummated at available exemptions from the First Closingregistration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Equitex Common Stock and Series L Preferred Stock pursuant to the Merger.
Appears in 2 contracts
Sources: Merger Agreement (Equitex Inc), Merger Agreement (Equitex Inc)
Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be transactions contemplated hereby are subject to the satisfaction fulfillment or waiver, on waiver at or prior to the relevant Closing Date, of each Merger Time of the following conditionsconditions set forth in the paragraphs below:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing There shall have been fulfilledno law, and all consentsstatute, authorizationsrule or regulation, permitsdomestic or foreign, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedhereby.
(b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this AgreementAgreement shall have been approved by Parent, (ii) cause any as the sole stockholder of Merger Subsidiary, and by the approval of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have stockholders of Company as required under the effect of making illegal the purchase of, or payment for, any of the Shares by PurchaserNRS.
(c) There shall not be no temporary restraining orderthreatened, preliminary injunction instituted or permanent injunction pending any action or other order preventing proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to be completed at and materially adversely affecting the applicable Closing issued by any court that remains in effecttransactions contemplated hereby.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval There shall not be a condition any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be consummated at available a good faith claim for exemptions from the First Closingregistration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 2 contracts
Sources: Merger Agreement (Inception Mining Inc.), Merger Agreement (Inception Mining Inc.)
Conditions to Obligations of Each Party. At (other than the Company). The obligations of each ClosingParty, the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of other than the Company to sell and issue consummate the Shares to be sold and issued at such Closing shall be are subject to the satisfaction (or waiverwaiver by each Party, on or prior to other than the relevant Closing Date, of each Company) of the following conditions:
(a) All statutory requirements for any applicable waiting period (and any extension thereof) and any agreement with any Governmental Authority not to close the valid consummation by transaction under any Antitrust or Competition Law relating to the Parties of the transactions contemplated in this Agreement to be consummated at such Closing Contemplated Transactions shall have expired or been fulfilled, terminated and all consents, authorizations, permits, waivers and any necessary approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing under any Antitrust or Competition Law shall have been obtained, includingand there shall not be (i) any pending action or proceeding in which a Governmental Authority is seeking to enjoin the Contemplated Transactions, but not limited to(ii) a final, nonappealable order entered by a Governmental Authority that enjoins or otherwise prohibits the Contemplated Transactions or (iii) an investigation by a Governmental Authority is pending or threatened;
(b) no provision of any Applicable Law and no judgment, injunction, order or decree issued by a court or other Governmental Authority of competent jurisdiction shall prohibit the Closing;
(c) no action or proceeding shall be pending before any court or other Governmental Authority that seeks to prohibit the Closing, or impose damages or obtain other relief in connection with the Contemplated Transactions that (i) is brought by any Governmental Authority having jurisdiction in respect thereof or (ii) is brought by any Person (other than a Governmental Authority) if in the case of this clause (ii) such action or proceeding reasonably could be expected to prohibit the Closing or result in a Material Adverse Effect on either of the Parents or the Business;
(d) all actions by or in respect of, or filings with, any Governmental Authority required waiting period under Antitrust Laws applicable to permit the consummation of the transactions Closing shall have been taken or made;
(e) the Company shall have in place the Facility; and
(f) the consents, approvals or permits contemplated by the Transaction Documents shall have expired or been terminated.
(bSchedule 10.01(f) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.
Appears in 1 contract
Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be transactions contemplated hereby are subject to the satisfaction fulfillment or waiver, on waiver at or prior to the relevant Closing Date, of each Merger Time of the following conditionsconditions set forth in the paragraphs below:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing There shall have been fulfilledno law, and all consentsstatute, authorizationsrule or regulation, permitsdomestic or foreign, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedhereby.
(b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this AgreementAgreement shall have been approved by Parent, (ii) cause any as the sole stockholder of Merger Subsidiary, and by the approval of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have stockholders of Company as required under the effect of making illegal the purchase of, or payment for, any of the Shares by PurchaserDGCL.
(c) There shall not be no temporary restraining orderthreatened, preliminary injunction instituted or permanent injunction pending any action or other order preventing proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to be completed at and materially adversely affecting the applicable Closing issued by any court that remains in effecttransactions contemplated hereby.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval There shall not be a condition any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be consummated at available a good faith claim for exemptions from the First Closingregistration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing transactions contemplated hereby shall be subject to the satisfaction or waiver, on fulfillment at or prior to the relevant Closing Date, of each Effective Date of the following conditions:
(a) All statutory requirements Regulatory approval for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents hereby shall have expired been obtained from the FRB and any other governmental authority from whom approval is required, and the applicable waiting periods, if any, under all statutory or been terminatedregulatory waiting periods shall have lapsed. None of such approvals shall contain any conditions or restrictions that United reasonably believes will materially restrict or limit the business or activities of United, Chouteau or the Subsidiaries or have a material adverse effect on, or would be reasonably likely to have a material adverse effect on, the business, operations or financial condition of United and its subsidiaries, taken as a whole, on the one hand, or Chouteau and the Subsidiaries, taken as a whole, on the other hand.
(b) No action injunction or claim other order entered by a state or federal court of competent jurisdiction shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge have been issued and remain in effect which would (i) prevent impair the consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaserhereby.
(c) There shall be have been no temporary restraining orderlaw, preliminary injunction statute, rule or permanent injunction regulation, domestic or other order preventing foreign, enacted or promulgated which would materially impair the consummation of the transaction transactions contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effecthereby.
(d) The Company Stockholder Approval No party hereto shall have terminated this Agreement as permitted herein.
(e) United shall have been obtained; provided that receipt of registered as a bank holding company under the Company Stockholder Approval BHC Act.
(f) There shall not be a condition threatened, instituted or pending any action or proceeding before any court or governmental authority or agency, domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with the transactions contemplated hereby.
(g) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or other court, government or governmental authority or agency, which would reasonably be expected to be consummated at result, directly or indirectly, in any of the First Closingconsequences referred to in Section 6.1(f).
Appears in 1 contract
Conditions to Obligations of Each Party. At The obligations of each Closing, Party to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be are subject to the satisfaction (or waiver, on or prior to the relevant Closing Date, of waiver by each Party) of the following conditions:
(a) All statutory requirements for any applicable waiting period under any Antitrust or Competition Law relating to the valid consummation by Contemplated Transactions in any jurisdiction in which the Parties Business of the transactions contemplated in this Agreement to be consummated at such Closing ▇▇▇▇▇ Corning or Saint-Gobain has a manufacturing facility shall have expired or been fulfilled, terminated and all consents, authorizations, permits, waivers and any necessary approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing under any Antitrust or Competition Law shall have been obtained, includingand there shall not be in any such jurisdiction (i) any pending action or proceeding in which a Governmental Authority is seeking to enjoin the Contemplated Transactions or (ii) a final, but nonappealable order entered by a Governmental Authority that enjoins or otherwise prohibits the Contemplated Transactions;
(b) no provision of any Applicable Law and no judgment, injunction, order or decree issued by a court or other Governmental Authority of competent jurisdiction shall prohibit the Closing; provided, however, that this condition does not limited encompass any provision of, or any judgment, injunction, order or decree issued pursuant to, any Antitrust or Competition Law (unless such Antitrust or Competition Law is otherwise covered in paragraph (a) above);
(c) no action or proceeding shall be pending before any court or other Governmental Authority that seeks to prohibit the Closing, or impose damages or obtain other relief in connection with the Contemplated Transactions that (i) is brought by any Governmental Authority having jurisdiction in respect thereof or (ii) is brought by any Person (other than a Governmental Authority) if in the case of this clause (ii) such action or proceeding reasonably could be expected to prohibit the Closing or result in a Material Adverse Effect on either of the Parties or the Business;
(d) all actions by or in respect of, or filings with, any Governmental Authority required waiting period under Antitrust Laws applicable to permit the consummation of the transactions Closing shall have been taken or made; and
(e) the consents, approvals or permits contemplated by the Transaction Documents shall have expired or been terminated.
(bSchedule 10.01(e) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.
Appears in 1 contract
Sources: Purchase Agreement (Owens Corning)
Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be transactions contemplated hereby are subject to the satisfaction fulfillment or waiver, on waiver at or prior to the relevant Closing Date, of each Effective Time of the following conditionsconditions set forth in the paragraphs below:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing There shall have been fulfilledno law, and all consentsstatute, authorizationsrule or regulation, permitsdomestic or foreign, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedhereby.
(b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Effective Time remain, duly authorized by the board of directors of Select Video and the boards of governors of each of Acquisition Co. and the Company. Further, Select Video, as the sole member of Acquisition Co., and the members of the Company shall have approved the Merger and this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.
(c) There shall not be no temporary restraining orderthreatened, preliminary injunction instituted or permanent injunction pending any action or other order preventing proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Select Video of all or a material portion of the business or assets of the Company, or to compel Select Video or Acquisition Co. or the Company to dispose of or to hold separately all or a material portion of the business or assets of Select Video or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby; or (iv) otherwise relating to be completed at and materially adversely affecting the applicable Closing issued by any court that remains in effecttransactions contemplated hereby.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval There shall not be a condition any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of trading on the New York Stock Exchange, the Nasdaq Stock Markets or American Stock Exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, in the reasonable discretion of either party.
(f) There shall be consummated at available exemptions from the First Closingregistration requirements of the Securities Act and all applicable state securities laws for the offer and issuance of the Merger Consideration.
(g) The board of directors of Select Video shall have adopted and approved the Restricted Stock Plan.
Appears in 1 contract
Sources: Merger Agreement (Webdigs Inc)
Conditions to Obligations of Each Party. At each Closing, the The respective obligation of Purchaser each Party to purchase consummate the Shares transactions to be acquired at such performed by it in connection with the Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be is subject to the satisfaction satisfaction, or waiverwaiver by such Parties, on or prior to the relevant Closing Date, of each of the following conditions:
(a) All statutory requirements for the valid consummation by the Parties each of the transactions contemplated in this Agreement to be consummated at such Closing Buyer Charter Amendment and the Buyer Share Issuance shall have been fulfilledapproved by the requisite vote of the holders of Buyer Stock in accordance with the DGCL and the restated certificate of incorporation, as amended, and all consentsby-laws, authorizationsas amended, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing Buyer;
(b) no statute, rule, order, decree or regulation shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated by any foreign or domestic Governmental Entity which prohibits the consummation of the transactions contemplated by hereby and all consents, orders and approvals from all Governmental Entities and other persons or entities listed in Section 2.3 of the Transaction Documents Company Disclosure Schedule or Section 3.3 of the Buyer Disclosure Schedule shall have expired or been terminated.obtained and shall be in effect;
(bc) No action or claim there shall be pending no order or threatened before any injunction of a foreign or United States federal or state court or quasi-judicial other governmental authority of competent jurisdiction in effect precluding, restraining, enjoining or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent prohibiting consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.hereby;
(d) The Company Stockholder Approval the expiration or early termination of any waiting period under the HSR Act shall have been obtained; provided that receipt occurred;
(1) the FCC shall have issued an order (the "FCC Grant") both (i) consenting to the transfer of the Company Stockholder Approval shall not be a condition Debtor Authorizations and, to the transactions extent requested by the Parties, to be consummated at the First Closing.transfer of the Buyer Authorizations without any conditions that would have a Buyer FCC Material Adverse Effect (as defined below in this Section 5.1(e)) or a Debtor FCC Material Adverse Effect (as defined below in this Section 5.1(e)) and (ii) terminating the Hearing without any findings or conclusions (x) that are materially adverse to the Reorganized Debtors or the Debtor Authorizations or which would have a material adverse effect on the
Appears in 1 contract
Sources: Merger Agreement (Mobilemedia Corp)
Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be transactions contemplated hereby are subject to the satisfaction fulfillment or waiver, on waiver at or prior to the relevant Closing Date, of each Effective Time of the following conditionsconditions set forth in the paragraphs below:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing There shall have been fulfilledno law, and all consentsstatute, authorizationsrule or regulation, permitsdomestic or foreign, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedhereby.
(b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Effective Time remain, duly authorized by this Agreement, (ii) cause any the boards of directors of the transactions contemplated by Company, Pubco and Merger Sub. Further, the Merger and this Agreement to be rescinded following consummation or (iii) shall have been approved by Pubco as the effect sole stockholder of making illegal the purchase of, or payment for, any of the Shares by PurchaserMerger Sub.
(c) There shall not be no temporary restraining orderthreatened, preliminary injunction instituted or permanent injunction pending any action or other order preventing proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Pubco or Merger Sub of all or a material portion of the business or assets of the Company, or to compel Pubco or Merger Sub or any of their respective subsidiaries or the Company to dispose of or to hold separately all or a material portion of the business or assets of Pubco or any Pubco Subsidiary or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to be completed at and materially adversely affecting the applicable Closing issued by any court that remains in effecttransactions contemplated hereby.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval There shall not be a condition any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of trading on the New York Stock Exchange, the Nasdaq Stock Markets or American Stock Exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, in the reasonable discretion of the Company.
(f) There shall be consummated at available exemptions from the First Closingregistration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
(g) The appropriate parties to the registration rights letter agreement referenced in Section 5.13 shall have executed and delivered such letter agreement.
(h) The parties to the Option Agreement shall have executed and delivered the same with Pubco.
(i) A duly authorized officer of Merger Sub shall have executed the Certificate of Merger for filing with the appropriate state authorities.
Appears in 1 contract
Sources: Merger Agreement (Diamond One Inc)
Conditions to Obligations of Each Party. At The respective obligations of each Closing, Party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing Stock Purchase shall be subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each Date of the following conditions, any and all of which may be waived in whole or in part by any Party to the extent permitted by applicable law:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing No law, statute, rule, order, decree or regulation shall have been fulfilledenacted or promulgated by any Government Entity of competent jurisdiction which declares this Agreement invalid or unenforceable in any material respect or which permanently restrains, enjoins or otherwise prohibits consummation of the Stock Purchase and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the other material transactions contemplated by this Agreement to be consummated at such Closing and the Related Agreements;
(b) All government consents, orders and approvals required for the consummation of the Stock Purchase and the other transactions contemplated by this Agreement and the Related Agreements as specified in Section 3.2(d) of the Company Disclosure Schedule, Section 3.1(c) of the Stockholders' Disclosure Schedule or Section 3.3(c) of the Buyer Disclosure Schedule, shall have been obtained, includingshall not impose upon the Company or the Buyer any terms or conditions which are unreasonably burdensome to the Buyer or to the business of the Company as currently conducted or as currently contemplated to be conducted by the Company and shall be in effect on the Closing Date;
(c) No action, but not limited to, that the required waiting period under Antitrust Laws applicable suit or proceeding before any Governmental Entity shall have been instituted or threatened which seeks to prevent or delay the consummation of the transactions contemplated by Stock Purchase and the Transaction Documents shall have expired or been terminated.
(b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the other material transactions contemplated by this Agreement and the Related Agreements or which challenges the validity or enforceability of this Agreement, which actions or proceedings are reasonably likely to be rescinded following consummation or (iii) have result in an adverse judgment in the effect reasonable opinion of making illegal counsel to the purchase of, or payment for, any of the Shares by Purchaser.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.Buyer; and
(d) The Company Stockholder Approval the amendment to the Company's Articles of Association as provided in Section 2.3(b)(ii) shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closingduly effected.
Appears in 1 contract
Sources: Stock Purchase Agreement (Applied Materials Inc /De)
Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing Transactions shall be subject to the satisfaction or waiverfulfillment, on at or prior to the relevant Closing DateEffective Time, of each of the following conditions:
(a) All statutory requirements for , any of which may be waived by all of the valid consummation parties hereto in writing, and each party shall use its or his commercially reasonable efforts to cause such conditions to be fulfilled: At the Effective Time, there shall be no effective injunction, writ, or preliminary restraining order or any order of any nature issued by a court or governmental agency of competent jurisdiction directing that the Drop-Down, Dividend, Split-Off, Merger or any other transaction contemplated hereby or by the Parties Ancillary Agreements not be consummated as herein provided and there shall not have been any action taken, or any statute, rule, regulation, or order enacted, promulgated or issued or deemed applicable to the Drop-Down, Split-Off, Merger or any other transaction contemplated hereby or by the Ancillary Agreements, by any federal or state government or governmental authority or court, which would (i) prohibit the Surviving Corporation's ownership or operation of all or a material portion of APHI's business or assets, or compel the Surviving Corporation or Alpine to dispose of or hold separate all or a material portion of APHI's business or assets, as a result of the transactions contemplated in this Agreement to be consummated at such Closing shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals Merger or (including of all U.S. federal, state and local and non-U.S. governmental agencies and authoritiesii) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to make the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminated.
(b) No Merger illegal, and no such action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition taken or any such statute, rule, regulation, or order enacted, promulgated, issued, or deemed applicable to the transactions Merger which would be reasonably likely to be consummated at the First Closingproduce such result.
Appears in 1 contract
Conditions to Obligations of Each Party. At Under This Agreement. The respective obligations of each Closing, party to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall Merger will be subject to the satisfaction or waiver, on written waiver (where permissible) at or prior to the relevant Closing Date, Effective Time of each of the following conditions:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminated.
(b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt .
(b) (i) The waiting period applicable to the consummation of the Company Stockholder Approval Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewith) shall not be a condition to the transactions have expired or been terminated and (ii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be consummated at obtained from, or delivered to, as applicable, the First ClosingFAA, the DOT, and the FCC in connection with the consummation of the Merger shall have been obtained or delivered, as applicable.
(i) No Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action (whether temporary, preliminary or permanent) enjoining or otherwise prohibiting the making or consummation of the Merger and (ii) there shall be no Law in effect which makes the Merger illegal or prohibits or otherwise prevents the consummation of the Merger.
(d) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced or threatened unless subsequently withdrawn.
(e) The shares of Parent Common Stock to be issued in the Merger shall have been authorized and approved for listing on NASDAQ (or any successor inter-dealer quotation system or stock exchange thereto) subject to official notice of issuance.
Appears in 1 contract
Conditions to Obligations of Each Party. At each ClosingThe respective obligations of Penton, Combination Subsidiary, D-M ▇▇▇ the obligation of Purchaser D-M ▇▇▇reholders to purchase effect the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing Merger shall be subject to the satisfaction or waiver, on condition that the Spinoff shall have been consummated at or prior to the relevant Closing DateEffective Time. The respective obligations of Penton, Combination Subsidiary, D-M ▇▇▇ the D-M ▇▇▇reholders to effect the Merger shall also be subject to, and the obligation of each Pittway to effect the Spinoff shall be subject to, the fulfillment at or prior to the Effective Time of the following conditions:
(a) All statutory requirements for all applicable waiting periods (and any extensions thereof) under the valid consummation by the Parties of the transactions contemplated in this Agreement Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ shall have expired;
(b) all Governmental Actions (other than routine qualifications to do business intended to be consummated at such Closing shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authoritiesobtained as needed) required to be taken, given or obtained that are necessary in order to permit the consummation by Parties of connection with the transactions contemplated by this Agreement shall (i) have been taken, given or obtained, (ii) be in full force and effect as of the Effective Time and (iii) not be subject to be consummated at such Closing any pending proceedings or appeals, administrative, judicial or otherwise (and the time for appeal with respect to any Governmental Action shall have expired, or, if an appeal shall have been obtainedtaken, includingit shall have been dismissed);
(c) there shall not be threatened, but not limited toinstituted or pending any action or proceeding before any court or Governmental Authority, that whether within or outside the required waiting period under Antitrust Laws applicable United States, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the transactions contemplated Spinoff or the Merger, or seeking to obtain material damages in connection with the Spinoff or the Merger, (ii) seeking to prohibit direct or indirect ownership or operation by Penton of all or a material portion of the Transaction Documents shall have expired business or been terminated.
assets of D-M, ▇▇ to compel Penton or any of its Subsidiaries to dispose of or to hold separately all or a material portion of the business or assets thereof, (biii) No action seeking to impose or claim shall be pending confirm limitations on the ability of Penton effectively to exercise directly or threatened before indirectly full rights of ownership of the shares of capital stock of the Surviving Corporation or any court or quasi-judicial or administrative agency of its other Subsidiaries, including without limitation the right to vote such shares on all matters properly presented to the shareholders of any federalsuch company, state, local (iv) seeking to require direct or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation indirect divestiture by Penton of any shares of capital stock of the Surviving Corporation or any of its other Subsidiaries, (v) seeking or causing any material diminution in the direct or indirect benefits expected to be derived by Penton or the D-M ▇▇▇reholders as a result of the transactions contemplated by this Agreement, (iivi) cause invalidating or rendering unenforceable any material provision of this Agreement (including without limitation any of the transactions contemplated by this Agreement exhibits or attachments hereto), (vii) which otherwise is reasonably likely to be rescinded following consummation have a Material Adverse Effect on Penton or the Surviving Corporation, or (iiiviii) have otherwise relating in any material respect to the effect of making illegal Spinoff or the purchase of, or payment for, any of the Shares by Purchaser.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.Merger;
(d) The Company Stockholder Approval there shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the Spinoff or the Merger by any Governmental Authority which is reasonably likely to, directly or indirectly, result in any of the consequences referred to in (c) above;
(e) Penton shall have entered into credit arrangements sufficient to enable it to repay at the time of the Spinoff its then outstanding indebtedness to Pittway and to provide it with sufficient working capital for its foreseeable post-Spinoff needs taking into account the provisions of this Agreement;
(f) there shall not have occurred and be continuing (i) any general suspension of, or limitation on prices for, trading in securities on the New York Stock Exchange or on the National Association of Securities Dealers Automated Quotation System, National Markets System, or in the United States over-the-counter market, or (ii) any action by any Governmental Authority which would limit or adversely affect the extension of credit to Penton pursuant to the credit arrangements referred to in (e) above;
(g) the Penton Common shall have been obtained; provided that receipt registered under the Exchange Act pursuant to a registration statement of the Company Stockholder Approval Penton and such registration statement shall have become effective and shall not be a condition subject to any stop order and no stop order proceeding with respect thereto shall have been initiated or threatened by the Commission;
(h) if necessary, the Penton Common to be issued to the transactions D-M ▇▇▇reholders pursuant to this Agreement shall have been registered under all applicable United States state securities or blue sky laws;
(i) a registration statement of Penton registering the Spinoff under the Securities Act shall have become effective and shall not be subject to any stop order and no stop order proceeding with respect thereto shall have been initiated or threatened by the Commission;
(j) the Penton Common to be consummated issued in the Spinoff and to be issued or contingently issued to the D-M ▇▇▇reholders pursuant to this Agreement shall have been approved for listing on the New York Stock Exchange, or for trading on the National Association of Securities Dealers Automated Quotation System, National Market System, upon official notice of issuance;
(k) Pittway shall not have been notified by the IRS that the Ruling has been withdrawn, invalidated or modified in any way adverse to Pittway or its stockholders; and Pittway shall not have determined in good faith that the representations and assumptions underlying the Ruling are untrue or incorrect in any material respect;
(l) Pittway, and Penton and each of its Subsidiaries, shall have obtained each consent and approval necessary in order that the Spinoff and the Merger not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on the stock or assets of Penton or any of its Subsidiaries pursuant to the provisions of, any agreement, arrangement, understanding, license, franchise or permit to which any of them is a party or by which any of them is bound, which individually or in the aggregate would be material;
(m) D-M ▇▇▇ll have obtained each consent and approval necessary in order that the Merger not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on the stock or assets of the Surviving Corporation pursuant to the provisions of, any agreement, arrangement, understanding, license, franchise or permit to which D-M ▇▇ a party or by which it is bound, which individually or in the aggregate would be material;
(n) except as contemplated in Sections 2.4(d) and 7.14, each person who is a director, officer or employee of Pittway or any Post-Spinoff Pittway Subsidiary shall have resigned from each office and directorship held by him at Penton and its Subsidiaries;
(o) at the First Closing, Dono▇▇▇ ▇▇▇ Pent▇▇, ▇▇d Meeh▇▇ and Penton, shall have entered into Employment Agreements in the forms of EXHIBIT E and EXHIBIT F, respectively (the "EMPLOYMENT AGREEMENTS"); and
(p) no party hereto shall have terminated this Agreement as permitted herein.
Appears in 1 contract
Conditions to Obligations of Each Party. At The obligations of each Closing, party to this Agreement to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be Merger are subject to the satisfaction or waiver, on at or prior to the relevant Closing Date, of each Effective Time of the following conditions:
(a) All statutory requirements for This Agreement and the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing Merger shall have been fulfilledapproved and adopted by the shareholders of the Company in accordance with California Law and the Company’s articles of incorporation and bylaws and such approval shall not have been revoked or otherwise withdrawn in any respect.
(b) No judgment, and all consentsinjunction, authorizationsorder or decree issued by any court or governmental body having competent jurisdiction shall prohibit the consummation of the Merger.
(c) No law or regulation shall have been enacted that has the effect of making the Merger illegal.
(d) All actions by or in respect of, permitsor filings with, waivers and approvals (including of all U.S. federalany governmental body, state and local and non-U.S. governmental agencies and authorities) agency, official or authority, domestic, foreign or supranational, required to be obtained in order to permit the consummation of the Merger shall have been taken, made or obtained.
(e) No claim, action, suit, arbitration, inquiry, proceeding or investigation by Parties of any United States, federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body (each, a “Governmental Authority”) shall have been threatened by, or commenced by, any Governmental Authority against either the Company or Parent, seeking to restrain or materially and adversely alter the transactions contemplated hereby which is reasonably likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement or which could reasonably be expected to be consummated at such Closing shall have been obtained, including, but not limited to, that a Material Adverse Effect on the required Company or Parent.
(f) Any applicable waiting period under Antitrust Laws applicable the HSR Act relating to the consummation of the transactions contemplated by the Transaction Documents hereby shall have expired or been terminated.
(bg) No action or claim Except in the case in which the Merger is an All-Cash Transaction, the Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of by the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by PurchaserSEC.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.
Appears in 1 contract
Sources: Merger Agreement (Affymetrix Inc)
Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be transactions contemplated hereby are subject to the satisfaction fulfillment or waiver, on waiver at or prior to the relevant Closing Date, of each Merger Time of the following conditionsconditions set forth in the paragraphs below:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing There shall have been fulfilledno law, and all consentsstatute, authorizationsrule or regulation, permitsdomestic or foreign, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedhereby.
(b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this AgreementAgreement shall have been approved by Parent, (ii) cause any as the sole stockholder of Merger Subsidiary, and by the approval of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have stockholders of Company as required under the effect of making illegal the purchase of, or payment for, any of the Shares by PurchaserURBCA.
(c) There shall not be no temporary restraining orderthreatened, preliminary injunction instituted or permanent injunction pending any action or other order preventing proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to be completed at and materially adversely affecting the applicable Closing issued by any court that remains in effecttransactions contemplated hereby.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval There shall not be a condition any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be consummated at available a good faith claim for exemptions from the First Closingregistration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Conditions to Obligations of Each Party. At each Closing, the The respective obligation of Purchaser each Party to purchase consummate the Shares transactions to be acquired at such performed by it in connection with the Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be is subject to the satisfaction satisfaction, or waiverwaiver by such Party, on or prior to the relevant Closing Date, of each of the following conditions:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing no statute, rule, order or regulation shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit enacted or promulgated by any foreign or domestic Governmental Entity which prohibits or restricts the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminated.
(b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreementhereby and all consents, orders and approvals from all Governmental Entities required in connection with the consummation of all such transactions shall have been obtained and shall be in full force and effect;
(iib) cause there shall be no order, decree or injunction of a foreign or United States federal or state court or other governmental authority of competent jurisdiction in effect precluding, restraining, enjoining or prohibiting consummation of any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.hereby; -39-
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated all Approvals required by this Agreement applicable law to be completed at obtained from any Governmental Entity to consummate the applicable Closing issued by transactions contemplated hereby shall have been obtained, and the expiration or early termination of any court that remains in effect.waiting period under the HSR Act shall have occurred;
(d) The Company Stockholder Approval no action, suit or proceeding shall be pending or threatened by any Governmental Entity challenging the validity of the actions taken by the Buyer, the Debtor or any of their respective Affiliates in connection with this Agreement or the confirmation of the Amended Plan;
(e) the Confirmation Order, in a form reasonably satisfactory to each of the Parties, shall have been obtainedentered by the Bankruptcy Court; provided that receipt of and (ii) the Company Stockholder Approval Confirmation Order shall not be have become a condition to Final Order (as defined in the transactions to be consummated at Amended Plan); and
(f) the First ClosingEffective Date (as defined in the Amended Plan) shall have occurred.
Appears in 1 contract
Conditions to Obligations of Each Party. At The obligations of each Closing, party to this Agreement to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be Merger are subject to the satisfaction or waiver, on at or prior to the relevant Closing Date, of each Effective Time of the following conditions:
(a) All statutory requirements for This Agreement and the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing Merger shall have been fulfilledapproved and adopted by the Stockholders in accordance with Delaware Law and California Law and the Company’s certificate of incorporation.
(b) No provision of any applicable law or regulation and no judgment, and all consentsinjunction, authorizationsorder or decree issued by any court or governmental body having competent jurisdiction shall prohibit the consummation of the Merger.
(c) All actions by or in respect of, permitsor filings with, waivers and approvals (including of all U.S. federalany governmental body, state and local and non-U.S. governmental agencies and authorities) agency, official or authority, domestic, foreign or supranational, required to be obtained in order to permit the consummation of the Merger shall have been taken, made or obtained.
(d) No claim, action, suit, arbitration, inquiry, proceeding or investigation by Parties of or before any United States, federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body (each, a “Governmental Authority”) shall have been threatened by, or commenced before, any Governmental Authority against either the Company or Parent, seeking to restrain or materially and adversely alter the transactions contemplated hereby which is reasonably likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement or which could reasonably be expected to have a Material Adverse Effect on the Company or Parent.
(e) There shall not be consummated at instituted or pending any action or proceeding (or any investigation or other inquiry that would reasonably be expected to result in such Closing shall have been obtainedaction or proceeding) before any Governmental Authority, includingor by any other Person, but not limited todomestic, that foreign or supranational, before any court or governmental authority or agency of competent jurisdiction, domestic, foreign or supranational, seeking to restrain, prohibit or otherwise interfere with the required ownership or operation by Parent or any of its Subsidiaries of all or any material portion of the business or assets of the Company or any of its Subsidiaries or of Parent or any of its Subsidiaries, or to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries.
(f) Any applicable waiting period under Antitrust Laws applicable the HSR Act relating to the consummation of the transactions contemplated by the Transaction Documents hereby shall have expired or been terminated.
(bg) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any The issuance of the transactions contemplated by this Agreement, (iishares of Parent Common Stock in the Merger shall either be exempt from registration pursuant to the exemption contained in Section 3(a)(10) cause any of the transactions contemplated by this Agreement to 1933 Act or be rescinded following consummation or (iii) have registered under the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser1933 Act.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.
Appears in 1 contract
Conditions to Obligations of Each Party. At The respective ----------------------------------------------------- obligations of each ClosingParty to consummate the Transactions, the obligation of Purchaser to purchase the Shares to be acquired at such on each Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall Date, shall, except as hereinafter provided in this Section, be subject to the satisfaction or waiver, on at or prior to the relevant each Closing Date, of each Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:
(a) All statutory requirements for the valid consummation by the Parties As of the transactions Closing Date, no Action shall be pending before any Governmental Authority that has resulted or is reasonably likely to result in any judgement, order or decree enjoining, restraining, prohibiting or making illegal the consummation of the Transactions contemplated at that Closing, taken as a whole, it being understood and agreed that a written request by any Governmental Authority for information with respect to the Transactions, which information could be used in this Agreement connection with such Action, shall not in itself be deemed to be consummated at a Action pending before any such Closing shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals Governmental Authority;
(including of all U.S. federal, state and local and non-U.S. governmental agencies and authoritiesb) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required The waiting period under Antitrust Laws (and any extension thereof), if any, applicable to the consummation of the transactions contemplated by Transactions under the Transaction Documents ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or been terminated.
(b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.; and
(c) There shall Except with respect to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, all authorizations, consents, waivers, orders or approvals required to be no temporary restraining orderobtained from all Governmental Authorities, preliminary injunction and all filings, submissions, registrations, notices or permanent injunction or other order preventing declarations required to be made by any of the parties with any Governmental Authority, prior to the consummation of the transaction Transactions contemplated by this Agreement at that Closing, shall have been obtained from, and made with, all such Governmental Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, individually or in the aggregate, reasonably be completed at expected to have an ALLTEL Material Adverse Effect or an ATC Material Adverse Effect, as the applicable Closing issued by any court that remains in effectcase may be.
(d) The Company Stockholder Approval All Required Consents and all Private Authorizations required pursuant to Section 6.4 shall have been obtained from all Persons (other than Governmental Authorities) prior to the applicable Closing (including without limitation, at the cost and expense of ALLTEL, all modifications, if any, of Ground Leases, Existing Tenant Leases, Site Maintenance Agreements, and Material Agreements) and shall have been obtained, without the imposition, individually or in the aggregate, of any condition or requirement that has had or would be reasonably likely to have an ALLTEL Material Adverse Effect or an ATC Material Adverse Effect, as the case may be, and in accordance with the provisions of Sections 3.3 and 4.6; provided provided, however, that receipt of the Company Stockholder Approval shall not be a condition to the transactions extent any such Required Consents or Private Authorizations have not been obtained with respect to a Site, the Closing for such Site shall be consummated at postponed until a subsequent Closing unless such Closing is the First ClosingFinal Closing in accordance with Section 4.6.
Appears in 1 contract
Conditions to Obligations of Each Party. At Under This Agreement. The respective obligations of each Closing, party to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing Merger shall be subject to the satisfaction (or waivermutual waiver by both the Company and Parent, on if permissible under Law) at or prior to the relevant Closing Date, Effective Time of each of the following conditions:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminated.
(b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.
(d) The Company Stockholder Approval shall have been obtained; provided .
(i) The consummation of the Transactions shall not then be restrained, enjoined or prohibited by any Order (whether temporary, preliminary or permanent) that receipt continues to be in effect of any court of competent jurisdiction or any other Governmental Entity, and (ii)(A) there shall be no pending Proceeding before any court of competent jurisdiction pursuant to which any Governmental Entity of Canada, Germany, Italy or the United Kingdom competent of administering the applicable Local National Security Laws of the applicable jurisdiction is seeking to restrain, enjoin or prohibit, in whole or in part, the consummation of the Transactions, or to impose or require any limitations or restrictions on, or obligations with respect to, the right of Parent effectively to control or operate its or any of its affiliates’ business (including, after the Effective Time, the business of the Company Stockholder Approval and its Subsidiaries) or assets (including, after the Effective Time, the assets of the Company and its Subsidiaries) (in each case, whether temporary, preliminary or permanent) and (B) there shall not be in effect any Law enacted or promulgated by any Governmental Entity that prevents the consummation of the Transactions.
(c) (i) Any applicable waiting period, together with any extensions thereof, under the HSR Act or under any timing agreement entered into among Parent, Merger Sub, the Company and the relevant U.S. Governmental Entity prohibiting the consummation of the Merger before a condition specified time shall have expired or been terminated and (ii) the Orders, approvals or expirations of waiting or notification periods required to consummate the transactions to be consummated at Merger under the First ClosingLaws listed on Section 6.1(c) of the Company Disclosure Letter shall have occurred or been granted, as applicable.
(d) The French Foreign Investment Clearance shall have been obtained and shall remain in full force and effect.
Appears in 1 contract
Conditions to Obligations of Each Party. At Under This Agreement. The respective obligations of each Closing, party to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing Merger shall be subject to the satisfaction or waiver, on at or prior to the relevant Closing Date, Effective Time of each of the following conditions:
(a) All statutory requirements Except if the Offer Termination shall have occurred, the Purchaser shall have accepted for the valid consummation by the Parties of the transactions contemplated in this Agreement payment, or caused to be consummated at such Closing shall have been fulfilledaccepted for payment, all Shares validly tendered and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained not withdrawn in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedOffer.
(b) No action or claim This Agreement shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any have been adopted and the Merger approved by the requisite vote of the transactions contemplated by this Agreement, (ii) cause any stockholders of the transactions contemplated Company, if required by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaserapplicable Law.
(c) There Except if the Offer Termination shall be no temporary restraining orderhave occurred, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to Merger shall not then be completed at the applicable Closing issued restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling (whether temporary, preliminary or permanent) of a court that remains of competent jurisdiction or any other Governmental Entity and there shall not be in effecteffect any statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Entity which prevents the consummation of the Merger.
(d) The Company Stockholder Approval Solely if the Offer Termination shall have occurred, there shall not be any Law, judgment, order or injunction in effect, enacted, entered, enforced or promulgated by or on behalf of a Government Entity of competent jurisdiction with respect to the Merger, other than the application to the Merger of applicable waiting periods under the HSR Act or similar waiting periods with respect the Other Required Governmental Approvals, that has the effect of enjoining, making illegal or otherwise prohibiting the consummation of the Merger.
(e) Solely if the Offer Termination shall have occurred, (i) any waiting period under the HSR Act applicable to the Merger shall have expired or terminated and (ii) any Other Required Governmental Approvals shall have been obtained; provided that receipt of the Company Stockholder Approval obtained and any waiting period (or extension thereof) or mandated filing thereunder shall not be a condition to the transactions to be consummated at the First Closinghave lapsed or been made.
Appears in 1 contract
Conditions to Obligations of Each Party. At The respective obligations of each Closing, Party to perform this Agreement and consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing Merger and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be other transactions contemplated hereby are subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each of the following conditions:, unless waived in accordance with Section 13.6(a) and Section 13.6(b) hereof.
(a) All statutory requirements for corporate action necessary by TARGET to authorize the valid execution, delivery and performance of this Agreement and the consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing hereby shall have been fulfilledduly and validly taken.
(b) All Consents of, filings and registrations with, and notifications to, all Regulatory Authorities required for consummation of the Merger shall have been obtained or made and shall be in full force and effect, and all consentswaiting periods required by Law shall have expired. No Consent obtained from any Regulatory Authority which is necessary to consummate the transactions contemplated hereby shall be conditioned or restricted in a manner (including, authorizationswithout limitation, permitsrequirements relating to the raising of additional capital or the disposition of Assets) which, waivers and approvals (including in the reasonable judgment of all U.S. federalthe Board of Directors of either Party, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit would so materially adversely impact the consummation by Parties economic or business benefits of the transactions contemplated by this Agreement so as to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to render inadvisable the consummation of the transactions contemplated Merger; provided, however, that no such condition or restriction shall be deemed to be materially adverse unless it materially differs from terms and conditions customarily imposed by the Transaction Documents shall have expired or been terminatedany Regulatory Authority in connection with similar transactions.
(bc) Each Party shall have obtained any and all Consents required for consummation of the Merger or for the preventing of any Default under any Contract or Permit of such Party which, if not obtained or made, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such Party.
(d) No action or claim shall be pending or threatened before any court or quasi-judicial governmental or administrative agency regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any federalLaw or Order (whether temporary, statepreliminary or permanent) or taken any other action which prohibits, local materially restricts or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent makes illegal consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.
(ce) There shall be no temporary restraining order, preliminary injunction All necessary approvals under state securities Laws or permanent injunction the 1933 Act or other order preventing 1934 Act relating to the consummation issuance or trading of the transaction contemplated by this Agreement shares of PURCHASER Common Stock issuable pursuant to be completed at the applicable Closing issued by any court that remains in effect.
(d) The Company Stockholder Approval Merger shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closingreceived.
Appears in 1 contract
Conditions to Obligations of Each Party. At The respective obligations of each Closing, Party to perform this Agreement and consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing Merger and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be other transactions contemplated hereby are subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each of the following conditions, unless waived by both Parties pursuant to Sections 12.6(a) and 12.6(b) of this Agreement:
(a) All statutory requirements for corporate action necessary by TARGET to authorize the valid execution, delivery and performance of this Agreement and the consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing hereby shall have been fulfilledduly and validly taken.
(b) All Consents of, filings and registrations with, and notifications to, all Regulatory Authorities required for consummation of the Merger shall have been obtained or made and shall be in full force and effect, and all consentswaiting periods required by Law shall have expired. No Consent obtained from any Regulatory Authority which is necessary to consummate the transactions contemplated hereby shall be conditioned or restricted in a manner (including, authorizationswithout limitation, permitsrequirements relating to the raising of additional capital or the disposition of Assets) which, waivers and approvals (including in the reasonable judgment of all U.S. federalthe Board of Directors of either Party, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit would so materially adversely impact the consummation by Parties economic or business benefits of the transactions contemplated by this Agreement so as to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to render inadvisable the consummation of the transactions contemplated Merger; provided, however, that no such condition or restriction shall be deemed to be materially adverse unless it materially differs from terms and conditions customarily imposed by the Transaction Documents shall have expired or been terminatedany Regulatory Authority in connection with similar transactions.
(bc) Each Party shall have obtained any and all Consents required for consummation of the Merger (other than those referred to in Section 9.3 of this Agreement) or for the preventing of any Default under any Contract or Permit of such Party which, if not obtained or made, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such Party.
(d) No action or claim shall be pending or threatened before any court or quasi-judicial governmental or administrative agency regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any federalLaw or Order (whether temporary, statepreliminary or permanent) or taken any other action which prohibits, local materially restricts or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent makes illegal consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.
(ce) There shall be no temporary restraining order, preliminary injunction All necessary approvals under state securities Laws or permanent injunction the 1933 Act or other order preventing 1934 Act relating to the consummation issuance or trading of the transaction contemplated by this Agreement shares of PURCHASER Common Stock issuable pursuant to be completed at the applicable Closing issued by any court that remains in effect.
(d) The Company Stockholder Approval Merger shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closingreceived.
Appears in 1 contract
Conditions to Obligations of Each Party. At each Closing, the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation The obligations of the Company Company, Parent and Merger Subsidiary to sell and issue consummate the Shares to be sold and issued at such Closing shall be Merger are subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each of the following conditions:
(a) All statutory requirements for This Agreement and the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing Merger shall have been fulfilledapproved and adopted by the Shareholders in accordance with Texas Law and the Company’s articles of incorporation;
(b) No provision of any applicable law or regulation and no judgment, and all consentsinjunction, authorizationsorder or decree shall prohibit the consummation of the Merger;
(c) All actions by or in respect of, permitsor filings with, waivers and approvals (including of all U.S. federalany governmental body, state and local and non-U.S. governmental agencies and authorities) agency, official or authority, domestic, foreign or supranational, required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing Merger shall have been taken, made or obtained;
(d) No temporary restraining order, including, but not limited to, that the required waiting period under Antitrust Laws applicable to preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect, nor shall any proceeding brought by an administration, agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; nor shall there be any action taken by any administration, agency or commission or other governmental authority or instrumentality, domestic or foreign, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger, which makes the consummation of the Merger illegal;
(e) There shall not be instituted or pending any action or proceeding (or any investigation or other inquiry that would reasonably be expected to result in such action or proceeding) before any government or governmental authority or agency of competent jurisdiction, domestic, foreign or supranational, or by any other Person, domestic, foreign or supranational, before any court or governmental authority or agency of competent jurisdiction, domestic, foreign or supranational, seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any of its Subsidiaries of all or any material portion of the business or assets of the Company or any of its Subsidiaries or of Parent or any of its Subsidiaries, or to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries;
(f) Any applicable waiting period under the HSR Act relating to the transactions contemplated by the Transaction Documents hereby shall have expired or been terminated.; and
(bg) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any The issuance of the transactions contemplated by this Agreement, (iishares of Parent Stock in the Merger shall either be registered under the 1933 Act or exempt from such registration pursuant to the exemption contained in Section 3(a)(10) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser1933 Act.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.
Appears in 1 contract
Sources: Merger Agreement (Netiq Corp)
Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be transactions contemplated hereby are subject to the satisfaction fulfillment or waiver, on waiver at or prior to the relevant Closing Date, of each Effective Date of the following conditions:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing There shall have been fulfilledno law, and all consentsstatute, authorizationsrule or regulation, permitsdomestic or foreign, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedhereby.
(b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any This Agreement and all of the transactions contemplated hereby shall have been duly authorized by this Agreement, (ii) cause any the boards of directors of the transactions contemplated by Company, Pubco and Merger Sub. The Merger and this Agreement to be rescinded following consummation or (iii) shall have been approved by the effect Required Company Stockholder Vote and by Pubco as the sole stockholder of making illegal the purchase of, or payment for, any of the Shares by PurchaserMerger Sub.
(c) There shall not be no temporary restraining orderthreatened, preliminary injunction instituted or permanent injunction pending any action or other order preventing proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Pubco or Merger Sub of all or a material portion of the business or assets of the Company, or to compel Pubco or Merger Sub or any of their respective subsidiaries or the Company to dispose of or to hold separately all or a material portion of the business or assets of Pubco or any Pubco Subsidiary or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to be completed at and materially adversely affecting the applicable Closing issued by any court that remains in effecttransactions contemplated hereby.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval There shall not be a condition any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of trading on the New York Stock Exchange, the Nasdaq Stock Markets or American Stock Exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, in the reasonable discretion of the Company.
(f) There shall be consummated at available exemptions from the First Closingregistration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Pubco Preferred Stock pursuant to the Merger.
(g) The parties to the Leak-Out Agreement shall have executed and delivered the same with Pubco.
Appears in 1 contract
Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing transactions contemplated hereby shall be subject to the satisfaction or waiver, on fulfillment at or prior to the relevant Closing Date, of each of the following conditions:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement There shall not be threatened, instituted, or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign: (i) challenging or seeking to be consummated at such Closing shall have been fulfilledmake illegal, and all consentsor to delay or otherwise directly or indirectly to restrain or prohibit, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated hereby, or seeking to obtain damages in connection therewith; (ii) seeking to prohibit direct or indirect ownership or operation by Buyer or any of its subsidiaries of all or a material portion of the Transaction Documents shall have expired Business or been terminated.
the Acquired Assets of Seller, or to compel Buyer or any of its subsidiaries to divest of or to hold separately all or a material portion of the Business or the Acquired Assets of Seller as a result of the transactions contemplated hereby; (biii) No action seeking to impose or claim shall be pending confirm limitations on the ability of Buyer effectively to exercise directly or threatened before any court or quasi-judicial or administrative agency indirectly full rights of ownership of any federal, state, local of the Acquired Assets or foreign jurisdiction properties of Seller; (iv) seeking or before causing any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling material diminution in the direct or charge would (i) prevent consummation of any 45 indirect benefits expected to be derived by Buyer as a result of the transactions contemplated by this Agreement; (v) invalidating or rendering unenforceable any material provision of this Agreement (including without limitation any of the Exhibits or Schedules hereto); or (vi) which otherwise might materially adversely affect Buyer or any of its subsidiaries or Seller as determined by Buyer;
(b) There shall not be any action taken, or any statute, rule, regulation, judgment, order, or injunction proposed, enacted, entered, enforced, promulgated, issued, or deemed applicable to the transactions contemplated hereby by any federal, state, or foreign court, government, or governmental authority or agency, which may, directly or indirectly, result in any of the consequences referred to in (iia) cause any above or otherwise prohibit consummation of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.hereby;
(c) There No party hereto shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by have terminated this Agreement to be completed at the applicable Closing issued by any court that remains in effect.as permitted herein; and
(d) The Company Stockholder Approval There shall not have been obtained; provided that receipt occurred any of the Company Stockholder Approval shall not be following events having a condition to material adverse effect on Buyer or Seller: (i) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by United States authorities on the extension of credit by lending institutions; (ii) a commencement of war, armed hostilities, or other international or national calamity directly or indirectly involving the United States; (iii) any suspension of trading of Buyer's common stock or any material adverse change in the United States' stock markets generally; or (iv) in the case of any of the foregoing existing at the date hereof, a material acceleration or worsening thereof.
(e) Consummation of the transactions set forth in the Merger Agreement, which shall be deemed to be consummated at the First Closingoccur simultaneously herewith.
Appears in 1 contract
Conditions to Obligations of Each Party. At The obligations of each Closing, party to this Agreement to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be Merger are subject to the satisfaction or waiver, on at or prior to the relevant Closing Date, of each Effective Time of the following conditions:
(a) All statutory requirements for This Agreement and the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing Merger shall have been fulfilledapproved and adopted by the Stockholders in accordance with Delaware Law and the Company Charter.
(b) No provision of any applicable law or regulation and no judgment, and all consentsinjunction, authorizationsorder or decree issued by any court or governmental body having competent jurisdiction shall prohibit the consummation of the Merger.
(c) All actions by or in respect of, permitsor filings with, waivers and approvals (including of all U.S. federalany governmental body, state and local and non-U.S. governmental agencies and authorities) agency, official or authority, domestic, foreign or supranational, required to be obtained in order to permit the consummation of the Merger shall have been taken, made or obtained.
(d) No claim, action, suit, arbitration, inquiry, proceeding or investigation by Parties of or before any United States, federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body (each, a “Governmental Authority”) shall have been threatened by, or commenced before, any Governmental Authority against either the Company or Parent, seeking to restrain or materially and adversely alter the transactions contemplated hereby which is reasonably likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement or which could reasonably be expected to be consummated at such Closing shall have been obtained, including, but not limited to, that a Material Adverse Effect on the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents shall have expired Company or been terminatedParent.
(be) No There shall not be instituted or pending any action or claim shall proceeding (or any investigation or other inquiry that would reasonably be pending expected to result in such action or threatened proceeding) before any Governmental Authority, or by any other Person, domestic, foreign or supranational, before any court or quasi-judicial governmental authority or administrative agency of any federalcompetent jurisdiction, statedomestic, local foreign or foreign jurisdiction supranational, seeking to restrain, prohibit or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling otherwise interfere with the ownership or charge would (i) prevent consummation of operation by Parent or any of its Subsidiaries of all or any material portion of the transactions contemplated by this Agreement, (ii) cause business or assets of the Company or the Company Subsidiary or of Parent or any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase ofits Subsidiaries, or payment for, to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the Shares by Purchaserbusiness or assets of the Company or the Company Subsidiary, or of Parent or any of its Subsidiaries.
(cf) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing Parent and the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of agreed in writing upon the Final Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First ClosingCash Amount in accordance with Section 6.08(b).
Appears in 1 contract
Conditions to Obligations of Each Party. At Under This Agreement. The respective obligations of each Closing, party to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall Merger will be subject to the satisfaction or waiver, on written waiver at or prior to the relevant Closing Date, Effective Time of each of the following conditions:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this This Agreement to be consummated at such Closing shall have been fulfilledadopted by the Company’s stockholders by the Required Vote, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing Information Statement shall have been obtained, including, but not limited to, that cleared by the required SEC and been mailed to stockholders of the Company (in accordance with Regulation 14C of the Exchange Act) at least twenty calendar days prior to the Closing.
(b) The waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by Merger under the Transaction Documents HSR Act shall have expired or been earlier terminated.
(bi) No Specified Governmental Entity shall have issued an Order or taken any other action restraining, enjoining or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent otherwise prohibiting the consummation of any of the transactions contemplated by this AgreementMerger or imposing a Non-Required Remedy, (ii) cause there shall not be pending, or threatened in writing, any Proceeding by any Specified Governmental Entity seeking to restrain or prohibit the consummation of the Merger or to impose a Non-Required Remedy, other than in connection with any Proceeding involving the Company or any of its officers or directors relating to this Agreement or the transactions contemplated hereby which is brought by this Agreement to be rescinded following consummation or on behalf of stockholders of the Company, whether as an individual or a purported class or derivative action; and (iii) have there shall be no statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated or which is deemed applicable pursuant to an authoritative interpretation by or on behalf of a Governmental Entity to the Merger, other than the application to the Merger of applicable waiting periods under the HSR Act, that has the effect of making the Merger illegal or which has the purchase of, effect of prohibiting or payment for, any of the Shares by Purchaser.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order otherwise preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effectMerger or imposing a Non-Required Remedy.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.
Appears in 1 contract
Sources: Merger Agreement (Schiff Nutrition International, Inc.)
Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing transactions contemplated hereby shall be subject to the satisfaction or waiver, on fulfillment at or prior to the relevant Closing Date, of each of the following conditions:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement There shall not be threatened, instituted, or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign: (i) challenging or seeking to be consummated at such Closing shall have been fulfilledmake illegal, and all consentsor to delay or otherwise directly or indirectly to restrain or prohibit, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated hereby, or seeking to obtain damages in connection therewith; (ii) seeking to prohibit direct or indirect ownership or operation by Purchaser or any of its subsidiaries of all or a material portion of the Transaction Documents shall have expired Servicing Business or been terminated.
the Acquired Assets of Seller, or to compel Purchaser or any of its subsidiaries to divest of or to hold separately all or a material portion of the Servicing Business or the Acquired Assets of Seller as a result of the transactions contemplated hereby; (biii) No action seeking to impose or claim shall be pending confirm limitations on the ability of Purchaser effectively to exercise directly or threatened before any court or quasi-judicial or administrative agency indirectly full rights of ownership of any federal, state, local of the Acquired Assets or foreign jurisdiction properties of Seller; (iv) seeking or before causing any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling material diminution in the direct or charge would (i) prevent consummation of any indirect benefits expected to be derived by Purchaser as a result of the transactions contemplated by this Agreement; (v) invalidating or rendering unenforceable any material provision of this Agreement (including without limitation any of the documents or agreements to be delivered hereunder); or (vi) which otherwise might materially adversely affect Purchaser or any of its subsidiaries or the Acquired Assets or Servicing Business;
(b) There shall not be any action taken, or any statute, rule, regulation, judgment, order, or injunction proposed, enacted, entered, enforced, promulgated, issued, or deemed applicable to the transactions contemplated hereby by any federal, state, or foreign court, government, or governmental authority or agency, which may, directly or indirectly, result in any of the consequences referred to in (iia) cause any above or otherwise prohibit consummation of the transactions contemplated by hereby;
(c) No party hereto shall have terminated this Agreement to be rescinded as permitted herein; and
(d) There shall not have occurred any of the following consummation events that could have a material adverse effect on Purchaser or Seller: (i) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by United States authorities on the extension of credit by lending institutions; (ii) a commencement of war, armed hostilities, or other international or national calamity directly or indirectly involving the United States; or (iii) have in the effect case of making illegal the purchase of, or payment for, any of the Shares by Purchaser.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed foregoing existing at the applicable Closing issued by any court that remains in effectdate hereof, a material acceleration or worsening thereof.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.
Appears in 1 contract
Conditions to Obligations of Each Party. At each ClosingThe obligations of Company, Parent and Merger Subsidiary to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be Merger are subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each of the following conditions:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing shall have been fulfilled, approved and all consents, authorizations, permits, waivers and approvals adopted by the shareholders of Company in accordance with California Law;
(including of all U.S. federal, state and local and non-U.S. governmental agencies and authoritiesb) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required any applicable waiting period under Antitrust Laws applicable the HSR Act relating to the consummation of the transactions contemplated by the Transaction Documents Merger shall have expired or been terminated.;
(bc) No action no provision of any applicable law or claim regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger;
(d) the Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC;
(e) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger shall have been taken, made or obtained; and
(f) there shall not have been instituted or pending any action or proceeding (or any investigation or other inquiry that might result in such action or proceeding) by any government or governmental authority or agency, domestic, foreign or supranational, before any court or quasi-judicial governmental authority or administrative agency of any federalagency, statedomestic, local foreign or foreign jurisdiction or before any arbitrator wherein an unfavorable injunctionsupranational, judgment, order, decree, ruling or charge would (i) prevent challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of any of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by this Agreementthe Merger, or (ii) cause seeking to restrain or prohibit Parent’s ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of Company and Company Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the transactions contemplated by this Agreement to be rescinded following consummation business or (iii) have the effect assets of making illegal the purchase ofCompany Subsidiaries, taken as a whole, or payment forof Parent and its Subsidiaries, any of the Shares by Purchasertaken as a whole.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.
Appears in 1 contract
Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing transactions contemplated hereby shall be subject to the satisfaction or waiver, on fulfillment at or prior to the relevant Closing Date, of each of the following conditions:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement There shall not be threatened, instituted, or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign: (i) challenging or seeking to be consummated at such Closing shall have been fulfilledmake illegal, and all consentsor to delay or otherwise directly or indirectly to restrain or prohibit, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated hereby, or seeking to obtain damages in connection therewith; (ii) seeking to prohibit direct or indirect ownership or operation by Purchaser or any of its subsidiaries of all or a material portion of the Transaction Documents shall have expired Business or been terminated.
the Acquired Assets of Seller, or to compel Purchaser or any of its subsidiaries to divest of or to hold separately all or a material portion of the Business or the Acquired Assets of Seller as a result of the transactions contemplated hereby; (biii) No action seeking to impose or claim shall be pending confirm limitations on the ability of Purchaser effectively to exercise directly or threatened before any court or quasi-judicial or administrative agency indirectly full rights of ownership of any federal, state, local of the Acquired Assets or foreign jurisdiction properties of Seller; (iv) seeking or before causing any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling material diminution in the direct or charge would (i) prevent consummation of any indirect benefits expected to be derived by Purchaser as a result of the transactions contemplated by this Agreement; (v) invalidating or rendering unenforceable any material provision of this Agreement (including without limitation any of the documents or agreements to be delivered hereunder); or (vi) which otherwise might materially adversely affect Purchaser or any of its subsidiaries or the Acquired Assets or Business;
(b) There shall not be any action taken, or any statute, rule, regulation, judgment, order, or injunction proposed, enacted, entered, enforced, promulgated, issued, or deemed applicable to the transactions contemplated hereby by any federal, state, or foreign court, government, or governmental authority or agency, which may, directly or indirectly, result in any of the consequences referred to in (iia) cause any above or otherwise prohibit consummation of the transactions contemplated by hereby;
(c) No party hereto shall have terminated this Agreement to be rescinded as permitted herein; and
(d) There shall not have occurred any of the following consummation events that could have a material adverse effect on Purchaser or Seller: (i) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by United States authorities 107 on the extension of credit by lending institutions; (ii) a commencement of war, armed hostilities, or other international or national calamity directly or indirectly involving the United States; or (iii) have in the effect case of making illegal the purchase of, or payment for, any of the Shares by Purchaser.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed foregoing existing at the applicable Closing issued by any court that remains in effectdate hereof, a material acceleration or worsening thereof.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.
Appears in 1 contract
Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be transactions contemplated hereby are subject to the satisfaction fulfillment or waiver, on waiver at or prior to the relevant Closing Date, of each Merger Time of the following conditionsconditions set forth in the paragraphs below:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing There shall have been fulfilledno law, and all consentsstatute, authorizationsrule or regulation, permitsdomestic or foreign, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedhereby.
(b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this AgreementAgreement shall have been approved by Parent’s Board of Directors, (ii) cause any as the sole stockholder of Merger Subsidiary, and by the approval of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any majority of the Shares by Purchaserstockholders of Company as required under the DGCL.
(c) There shall not be no temporary restraining orderthreatened, preliminary injunction instituted or permanent injunction pending any action or other order preventing proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to be completed at and materially adversely affecting the applicable Closing issued by any court that remains in effecttransactions contemplated hereby.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval There shall not be a condition any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be consummated at available a good faith claim for exemptions from the First Closingregistration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract