Conditions to Obligations of the Parties Sample Clauses
Conditions to Obligations of the Parties. The obligations of Buyer, Tribune and ▇▇▇▇▇▇▇▇ to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver (such waiver to be granted by Buyer and ▇▇▇▇▇▇▇▇ (including on behalf of Tribune) as it relates to Sections 10.01(a), (b) and (c) below, and by Buyer, ▇▇▇▇▇▇▇▇ and Tribune, solely as it relates to Section 10.01(d) below, in each case, if permitted by Law), at or prior to the Closing, of each of the following conditions:
(a) No provision of any applicable Law and no Order shall be in effect which has the effect of making the transactions contemplated hereby illegal or otherwise prohibits the consummation of the Closing.
(b) The FCC Consent and the HSR Clearance, if any, shall have been granted or obtained and be effective.
(c) Solely in the event that ▇▇▇▇▇▇▇▇ agrees to divest KSTU and KCPQ (collectively, the “Covered Stations”) in order to obtain the DOJ’s approval of the Merger, the execution by the DOJ of the DOJ Consent Decree with respect to the sale of the Covered Stations to Buyer pursuant to this Agreement or if the DOJ otherwise consents in writing with respect to such sale of the Covered Stations to Buyer. For the avoidance of doubt, if for any reason the divestiture of the Covered Stations is not required by the DOJ as a condition to the DOJ’s approval of the Merger, then the foregoing consent of DOJ shall not be a condition to the sale of the Covered Stations under this Agreement, and such Covered Stations shall be subject only to those conditions applicable to all Stations pursuant to the terms and subject to the conditions of this Agreement.
(d) The conditions to the Tribune Closing shall have been satisfied or waived (except for any conditions that by their nature can only be satisfied at or as of the Tribune Closing, which conditions will be satisfied or waived at the Tribune Closing) and the Tribune Closing shall have occurred or shall be scheduled to occur immediately following the Closing.
Conditions to Obligations of the Parties. The obligations of the Parties to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties:
(a) the HCM Shareholder Approval shall have been obtained;
(b) the Reorganization shall have been implemented in accordance with Section 6.6(a);
(c) COFECE has issued the Antitrust Approval;
(d) there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby;
(e) the deadline for HCM to consummate its initial Business Combination in accordance with its Governing Documents and the Prospectus (as extended by any Extension) shall not have passed;
(f) the size and composition of the Board of Directors of PubCo shall be as contemplated pursuant to Section 6.9 (assuming for purposes of testing this condition that each such director then satisfies applicable Nasdaq requirements and is willing to serve), to be effective as of immediately following the Effective Time;
(g) the Listing Application shall have been approved by Nasdaq (subject to official notice of issuance) and, as of immediately following the Effective Time, PubCo shall be in compliance, in all material respects, with applicable initial and continuing listing requirements of Nasdaq, and PubCo shall not have received any notice of non-compliance therewith from Nasdaq that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on Nasdaq;
(h) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; and
(i) if any HCM Shareholder gives to HCM, before the HCM Shareholder Approval is obtained at the HCM Shareholders’ Meeting, a Written Objection in accordance with Section 238(2) and 238(3) of the Cayman Companies Act, at least twenty (20) days shall have elapsed since the date on which the applicable Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238(5) ...
Conditions to Obligations of the Parties. The obligations of the parties under this Agreement are subject to the fulfillment and satisfaction of each of the following conditions:
Conditions to Obligations of the Parties. The respective obligations of each party to this Agreement are subject to the fulfillment, satisfaction or waiver at or prior to the Closing of each of the following conditions:
Conditions to Obligations of the Parties. The obligations of the parties hereto to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Time of the following conditions:
(a) each of the representations and warranties of the parties hereto shall be true and correct in all respects; and
(b) at Closing (as defined below), the Purchaser shall have received the favorable opinion of counsel to the Seller and a certificate of the officers of the Seller, dated as of the Closing, in form and substance reasonably satisfactory to the Purchaser.
Conditions to Obligations of the Parties. 28 7.1 Obligations of the Parties.....................................................................28 7.2 Obligations of Purchaser.......................................................................28
Conditions to Obligations of the Parties. The obligations of ESSXSPORT and those MBH Shareholders listed in Exhibit A under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 4 and 5 herein, and fulfillment, prior to Closing, of each of the following conditions:
(a) All representations and warranties made by MBH Shareholders listed in Exhibit A and ESSXSPORT in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date.
(b) MBH Shareholders listed in Exhibit A and ESSXSPORT shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing.
(c) All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect.
(d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto.
Conditions to Obligations of the Parties. The obligations of the parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of the Parties. Section 6.1 Conditions to Each Party’s Obligations
Section 6.2 Conditions to Obligations of Seller Group Section 6.3 Conditions to Obligations of Buyer
Conditions to Obligations of the Parties. The obligations of the parties to consummate the transactions contemplated hereby will be subject to the fulfillment on or prior to the Closing of the following conditions: