Conditions to the Obligations of Each Party to Effect the Merger Sample Clauses
This clause defines the specific requirements that must be satisfied by all parties before the merger can be completed. Typically, these conditions include obtaining necessary regulatory approvals, securing shareholder consent, and ensuring that no legal barriers exist to prevent the merger. By clearly outlining these prerequisites, the clause ensures that both parties are protected from being forced to proceed with the merger if essential conditions are not met, thereby allocating risk and providing a clear framework for closing the transaction.
Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger are subject to the fulfillment or waiver by consent of the other party, where permissible, at or prior to the Effective Time, of each of the following conditions:
Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of Parent, Merger Sub and the Company to consummate the Merger shall be subject to the satisfaction or waiver (where permissible under Applicable Law) prior to the Effective Time, of each of the following conditions:
Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of the following conditions:
(a) to the extent required by Delaware Law and the certificate of incorporation of the Company, this Agreement shall have been adopted by the requisite affirmative vote of the stockholders of the Company;
(b) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated;
(c) no statute, rule or regulation shall have been enacted or promulgated by any governmental authority that prohibits the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger;
(d) The issuance of Parent Common Stock pursuant to the Merger shall have been approved by the affirmative vote of a majority of the votes cast by holders of the Parent Common Stock and the total vote cast shall have represented over 50% in interest of all shares of Parent Common Stock entitled to vote thereon;
(e) The shares of Parent Common Stock issuable to the Company stockholders pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and
(f) The Registration Statement shall have become effective under the Securities Act, 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.
Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each Party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of the following conditions:
(a) The Company shall have obtained the Company Stockholder Approval;
(b) The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated;
(c) Approval, authorization and consent to the transfer of the DOT Economic Authority shall have been obtained, as may be necessary, and any additional approval, authorization, consent or exemption required to be obtained from the FAA, the DOT and any other governmental authority for the consummation of the Merger shall have been obtained (or the expiration of all applicable waiting periods shall have occurred), except for any such additional approvals, authorizations, consents or exemptions the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect; and
(d) No statute, rule or regulation shall have been enacted or promulgated by any governmental authority that prohibits the consummation of the Merger, and there shall be no order, decision or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger.
Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be subject to the satisfaction or (to the extent permitted by applicable law), waiver by SpinCo and Echo, at or prior to the closing of the Merger, of the following conditions:
(a) no governmental authority of competent jurisdiction shall have enacted, issued or promulgated any law that is in effect and has the effect of making the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Merger;
(b) no governmental authority of competent jurisdiction shall have issued or granted any order that is in effect and has the effect of making the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Merger;
(c) there shall be no legal action or suit pending against Echo or SpinCo by or before any governmental authority of competent jurisdiction seeking to prohibit or otherwise prevent the consummation of the Merger;
(d) the Contribution Closing shall have occurred;
(e) the Echo Stockholder Approval shall have been obtained;
(f) the SpinCo Stockholder Approval shall have been obtained;
(g) the Qualified IPO (as defined in the LLC Agreement) shall have occurred; and
(h) the Distribution shall have been consummated.
Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of the Company and the Surf Entities to effect the Merger shall be subject to the satisfaction, at or prior to the Effective Time, of the following conditions:
Conditions to the Obligations of Each Party to Effect the Merger. The respective obligation of each Party to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions:
(a) no Governmental Authority of competent jurisdiction shall have enacted, entered or enforced any Order or Law which is in effect and declares unlawful or enjoins the Merger;
(b) the Company Stockholder Approval shall have been obtained in accordance with the DGCL; and
(c) the waiting period under the HSR Act shall have expired or been terminated and the approvals set forth in Section 6.01(c) of the Disclosure Schedule shall have been obtained.
Conditions to the Obligations of Each Party to Effect the Merger. The respective obligation of each Party to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions:
(a) no Governmental Authority of competent jurisdiction shall have enacted, entered or enforced any Order or Law which is in effect and declares unlawful or enjoins the Merger;
(b) the Company Shareholder Approval shall have been obtained in accordance with the MBCA; and
(c) any statutory waiting period (and any extensions thereof) applicable to the consummation of the Merger under the HSR Act and, if applicable, any contractual waiting periods under any timing agreements with a Governmental Authority applicable to the consummation of the Merger shall have expired or been earlier terminated, and CFIUS Clearance and the approvals set forth in Section 6.01(c) of the Disclosure Schedule (collectively, the “Required Regulatory Approvals”) shall have been obtained.
Conditions to the Obligations of Each Party to Effect the Merger. In addition to the other conditions set forth in this Article VIII, the obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions:
(a) the Merger and this Agreement shall have been approved by the affirmative vote (or written consent) of a majority of the shares of Company Common Stock entitled to vote on the matter;
(b) all Authorizations and Orders of, declarations and filings with, and notices to any Governmental Authority required to permit the consummation of the Merger shall have been obtained or made and shall be in full force and effect; and
(c) no temporary restraining order, preliminary or permanent injunction or other Order prohibiting the consummation of the Merger shall be in effect, and no Law shall have been enacted or shall be deemed applicable to the Merger which makes the consummation of the Merger unlawful.