Conditions to the Mergers Sample Clauses

Conditions to the Mergers. Section 6.1 Conditions to Obligation of Each Party to Effect the Mergers 85 Section 6.2 Conditions to Obligation of the Company to Effect the Mergers 86 Section 6.3 Conditions to Obligations of Parent and Merger Subs to Effect the Mergers 87 Section 6.4 Frustration of Closing Conditions 88

Conditions to the Mergers. Section 8.01 Conditions to the Obligations of Each Party. The obligations of the Company and Buyer Parties to consummate the Mergers are subject to the satisfaction or waiver in writing (where permissible) of the following conditions: (a) The Company Shareholder Approval shall have been obtained. (b) The Operating Trust Unitholder Approval shall have been obtained. (c) The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order suspending its effectiveness issued by the SEC, and no proceedings seeking such stop order shall have been initiated or, to the knowledge of the Company, threatened by the SEC. (d) Any waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act and the German Act shall have expired or been terminated, and any approval required thereunder shall have been obtained. (e) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Mergers illegal or prohibiting consummation of the Mergers Section 8.02 Conditions to the Obligations of the Buyer Parties. The obligations of the Buyer Parties to consummate the Mergers are subject to the satisfaction or waiver in writing of the following additional conditions: (a) The representations and warranties of the Company Parties contained in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of such date, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in clause (b) of Section 4.08)) does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. In addition, the representations and warranties set forth in Sections 4.03 and 4.04 and shall be true and correct in all material respects and the representations and warranties set forth in clause (b) of Section 4.08 shall be true and correct in all respects as of the date hereof and as of the ...

Conditions to the Mergers. Section 9.01 Conditions to Obligations of Each Party 97 Section 9.02 Conditions to the Obligations of Parent, Merger Sub 1 and Merger Sub 2 97 Section 9.03 Conditions to the Obligations of the Company 98

Conditions to the Mergers. Conditions to the Obligations of Each Party 71 Section 7.2 Conditions to Obligations of Parent, Intermediary Sub and Acquisition Sub to Effect the First Merger 71 Section 7.3 Conditions to Obligation of the Company to Effect the First Merger 72 Section 7.4 Frustration of Closing Conditions 73 Section 8.1 Termination 73 Section 8.2 Effect of Termination 75 Section 8.3 Termination Fees 75 Section 8.4 Amendment 76 Section 8.5 Extension; Waiver 77 Section 8.6 Expenses; Transfer Taxes 77

Conditions to the Mergers. 7.01. Conditions to the Obligations of Each Party to Consummate the Mergers........................................................... 54 7.02. Conditions to the Obligations of IVAX................................ 55 7.03. Conditions to the Obligations of Bergen.............................. 56 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER

Conditions to the Mergers. SECTION 7.01. Conditions to the Obligations of Each Party. The respective obligations of each party to effect the Mergers shall be subject to the satisfaction on or prior to the Closing Date of the following conditions, except, to the extent permitted by applicable law, that such conditions may be waived in writing pursuant to Section 9.05 by the joint action of the parties hereto:

Conditions to the Mergers. Section 7.1. Conditions to Each Party's Obligation to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) The R&B Stockholder Approval and the FDC Stockholder Approval shall have been obtained all in accordance with applicable law. (b) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court or other tribunal or governmental body or authority which prohibits the consummation of the Mergers substantially on the terms contemplated hereby. In the event any order, decree or injunction shall have been issued, each party shall use its reasonable efforts to remove any such order, decree or injunction. (c) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending such effectiveness shall have been issued and remain in effect. (d) The shares of Parent Common Stock issuable in the Mergers shall have been approved for listing on the NYSE, subject only to official notice of issuance. (e) Any applicable waiting period under the HSR Act shall have expired or been terminated and any other R&B Required Approvals and FDC Required Approvals shall have been obtained, except where the failure to obtain such other R&B Required Approvals and FDC Required Approvals would not have a Material Adverse Effect on R&B or FDC, as the case may be. (f) Each of FDC and R&B shall have received an opinion of its tax counsel, Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Cravath, Swaine & ▇▇▇▇▇, respectively, in form and substance reasonably satisfactory to it, and dated as of the Effective Time, to the effect that the Mergers will constitute transactions described in Sections 351 and/or Section 368(a) of the Code and that none of FDC, R&B, holders of FDC Common Stock or holders of R&B Common Stock shall recognize gain or loss for federal income tax purposes as a result of the Mergers (other than with respect to any cash paid in lieu of fractional shares of FDC Common Stock or R&B Common Stock). In rendering such opinions, Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Cravath, Swaine & ▇▇▇▇▇ may require delivery of and rely upon the Tax Certificates. Section 7.2. Conditions to Obligations of R&B to Effect the R&B Merger. The obligation of R&B to effect the R&B Merger is further subject to the ...

Conditions to the Mergers. Section 8.1 Conditions to Obligations of Each Party to Effect the Mergers. The respective obligations of each Party to effect the Mergers shall be subject to the following conditions:

Conditions to the Mergers. Notwithstanding any provisions of this Agreement to the contrary, none of the parties hereto shall be required to consummate the transactions contemplated hereby if any third-party consent, authorization or approval that any of the parties hereto deem necessary or desirable in connection with this Agreement, or the consummation of the transactions contemplated hereby, has not been obtained or received.