CONDITIONS TO THE CONSUMMATION OF THE MERGER Clause Samples
CONDITIONS TO THE CONSUMMATION OF THE MERGER. Section 6.1 Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of each of the following conditions:
(a) the Company will have obtained the Shareholder Approval; and
(b) no order, decree, ruling, judgment or injunction will have been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction that prohibits the Merger and the consummation of the transactions contemplated by this Agreement substantially on the terms contemplated hereby, and continue to be in effect.
Section 6.2 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived by the Company:
(a) the representations and warranties of the Purchaser set forth in Article IV will be true and correct in all material respects, in each case as of the Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such date);
(b) the Purchaser will have performed or complied with in all material respects all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time; and
(c) the Purchaser will have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer, certifying the satisfaction of the conditions set forth.
Section 6.3 Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived by the Purchaser:
(a) the representations and warranties of the Company set forth in Article III will be true and correct in all material respects, in each case as of the Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such date);
(b) the Company will have performed or complied with in all material respects all obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time;
(c) from the date of this Agreement to the Effective Time, there will not have b...
CONDITIONS TO THE CONSUMMATION OF THE MERGER. Section 7.1 Conditions to Each Party's Obligation to Consummate the Merger. The respective obligations of each party to consummate the Merger shall be subject to the satisfaction on or prior to the Closing Date of the following conditions, except that, to the extent permitted by applicable law, such conditions may be waived in writing pursuant to Section 9.5 hereof by the joint action of the parties hereto; provided, however, that the condition specified in Section 7.1(f) may be waived only by a written instrument executed by the parties hereto and by Steag:
CONDITIONS TO THE CONSUMMATION OF THE MERGER. SECTION 7.1 CONDITIONS TO THE OBLIGATIONS OF EACH PARTY. The respective obligations of each party to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived by the written agreement of the parties:
(a) if required by applicable Law, the Company will have obtained the Company Stockholder Approval;
(b) Consummation of the Offer will have occurred; and
(c) no order, decree, ruling, judgment or injunction will have been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction that prohibits the Merger and the consummation of the transactions contemplated by this Agreement substantially on the terms contemplated hereby, and continue to be in effect.
CONDITIONS TO THE CONSUMMATION OF THE MERGER. Section 7.1 Conditions to the Obligations of Each Party. The respective obligation of each party to effect the Merger is subject to the satisfaction at or prior to the Closing Date of each of the following conditions:
(a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company, if required by applicable law, in order to consummate the Merger; and
(b) Consummation of the Offer shall have occurred; and
(c) no party will be subject to any order or injunction of a court of competent jurisdiction or other legal restraint which prohibits the consummation of the Merger.
CONDITIONS TO THE CONSUMMATION OF THE MERGER. Section 7.1 Conditions to the Obligations of Each Party. The respective obligation of each party to effect the Merger is subject to the satisfaction at or prior to the Closing Date of each of the following conditions:
(a) the Company will have obtained the Company Stockholder Approval;
(b) all applicable waiting periods (and any extensions thereof) under the HSR Act will have terminated or expired;
(c) all other consents, authorizations, orders and approvals of or filings with any governmental commission, board or other regulatory authority (other than in its capacity as a customer of the Company or its Subsidiaries) required in connection with the consummation of the transactions contemplated by this Agreement will have been obtained or made, except where the failure to obtain or make such consents, authorizations, orders, approvals or filings, from and after the Closing Date, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect; and
(d) no party will be subject to any order or injunction of a court of competent jurisdiction or other legal restraint which prohibits the consummation of the Merger.
CONDITIONS TO THE CONSUMMATION OF THE MERGER. Many of these conditions to the consummation of the Merger are beyond the control of Amcor and ▇▇▇▇▇ and neither company can predict when, or if, these conditions will be satisfied or waived. Accordingly, the Merger may not be completed on the expected timing or at all. In addition, either Amcor or ▇▇▇▇▇ may terminate the Merger Agreement under certain circumstances, subject to the payment of a termination fee in certain cases. The termination fee contemplated by the Merger Agreement may have the effect of discouraging alternative transaction proposals involving Amcor or ▇▇▇▇▇. See “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement — Expenses and Termination Fees.” Consummation of the Merger is conditioned upon the expiration or earlier termination of the waiting period relating to the Merger under the HSR Act, there not being in effect any agreement with either the FTC or Antitrust Division of the DOJ not to consummate the Merger and the receipt of approvals under the antitrust laws and foreign investment laws of certain specified foreign jurisdictions. Although Amcor and ▇▇▇▇▇ have agreed in the Merger Agreement to use their reasonable best efforts, subject to certain limitations, to make certain governmental filings and obtain the required governmental approvals, as the case may be, there can be no assurance that the relevant waiting periods or any agreements will expire or terminate or the required approvals will be obtained and no assurance that the Merger will be completed. Any delay in completing the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Amcor and ▇▇▇▇▇ expect to achieve if the Merger is successfully completed within its expected time frame. Additionally, any delays in receipt of required regulatory approvals or satisfaction of the closing conditions will increase the length of time that Amcor and ▇▇▇▇▇ are subject to certain restrictive covenants under the Merger Agreement during the pendency of the Merger and therefore increase the risk of disruptions to each party’s respective operations and business relationships. In addition, the governmental entities from which these approvals are required have broad discretion in administering applicable laws and regulations and may take into account various facts and circumstances in their consideration of the Merger. These governmental entities may be affected by government shutdowns, which ...
CONDITIONS TO THE CONSUMMATION OF THE MERGER. Pursuant to the Merger Agreement, the parties' obligations to consummate the Merger are subject to the satisfaction or waiver, where permissible, before the Effective Time of the following conditions: - unless the Merger is consummated as contemplated by Section 253 of the DGCL, the Plan of Merger contained in the Merger Agreement will have been approved by the affirmative vote of the Stockholders of the Company as required by and in accordance with applicable laws and regulations, - the consummation of the Merger will not be prohibited, restricted or made illegal by any statute, rule, regulation, executive order, judgment, decree or injunction of a court or a governmental entity, - all consents, authorizations, orders and approvals of (or filings or registrations with) any governmental entity required in connection with the execution, delivery and performance of the Merger Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not make the Merger illegal or have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined below); and - the Purchaser will have accepted for purchase and paid, or cause to be paid, for the Shares tendered pursuant to the Offer.
CONDITIONS TO THE CONSUMMATION OF THE MERGER. (see page 154)
CONDITIONS TO THE CONSUMMATION OF THE MERGER. Section 7.1 Conditions to the Obligations of Each Party..........
CONDITIONS TO THE CONSUMMATION OF THE MERGER. 46 Section 6.1 Conditions to the Obligations of Each Party 46 Section 6.2 Conditions to the Obligation of the Company 46 Section 6.3 Conditions to the Obligation of the Parent and the Merger Subsidiary 47 Section 6.4 Frustration of Closing Conditions 47 ARTICLE VII TERMINATION 48 Section 7.1 Termination 48 Section 7.2 Effect of Termination 50 Section 7.3 Fees and Expenses 50 Section 7.4 Other Company Termination Fee and Expense Reimbursement Matters 51 Section 7.5 Parent Termination Fee. 52 ARTICLE VIII MISCELLANEOUS 52 Section 8.1 Nonsurvival of Representations 52 Section 8.2 Specific Performance 53 Section 8.3 Successors and Assigns 53 Section 8.4 Amendment 53 Section 8.5 Severability 53 Section 8.6 Extension of Time; Waiver 53 Section 8.7 Counterparts 53 Section 8.8 Descriptive Headings 54 Section 8.9 Notices 54 Section 8.10 No Third-Party Beneficiaries 55 Section 8.11 Entire Agreement 55 Section 8.12 Construction 55 Section 8.13 Governing Law 56 EXHIBITS Exhibit A - Form of Surviving Corporation Articles of Incorporation Exhibit B - Form of Surviving Corporation Bylaws TABLE OF DEFINED TERMS Defined Term Section