Conditions to the Reorganization Clause Samples

Conditions to the Reorganization. 6.1 Conditions to Obligations of Each Party to Effect the Reorganization. The respective obligations of each party to this Agreement to effect the Reorganization will be subject to the satisfaction at or prior to the Closing Date of the following conditions: (A) No Injunctions or Restraints: Illegality. No temporary restraining order, 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 Reorganization will be in effect, nor will any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; nor will there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Reorganization, which makes the consummation of the Reorganization illegal. (B) ▇▇▇▇▇▇▇ Information Required by Commission Regulation S-B The provision by ▇▇▇▇▇▇▇ on a timely basis in full compliance with the requirements of Commission Regulation S-B for material acquisitions, of all information concerning its past operations, including audited financial statements, will constitute a condition subsequent to the obligations of AmeriNet under this Agreement and in the event of the failure of such condition subsequent, then, at AmeriNet's sole option: (1) The Reorganization may be rescinded, and all funds advanced by AmeriNet to ▇▇▇▇▇▇▇ will be repaid, with interest at the annual rate of 8%, to AmeriNet within 30 days after such rescission; or (2) The Undisclosed Liabilities Escrow Shares will be deemed defaulted to AmeriNet and the Reorganization will be restructured in a manner complying with AmeriNet's reporting and other obligations under the Exchange Act, including the sale by AmeriNet of ▇▇▇▇▇▇▇.

Conditions to the Reorganization. 4.1 The Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course and shall comply in all material respects with all applicable laws, rules and regulations between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and other distributions, and any other distribution that may be advisable. 4.2 The Trust will call and hold a meeting of the shareholders of the Acquired Fund to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein. 4.3 The Acquired Fund represents that the Acquiring Fund Shares to be acquired by the Acquired Fund hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement. 4.4 Subject to the provisions of this Agreement, the Trust will take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement. 4.5 The Trust shall prepare and file a Registration Statement on Form N-14 in compliance with the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder with respect to the Reorganization (the "Registration Statement"). 4.6 The Trust will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date. 4.7 The Trust shall not change the Trust Declaration, prospectus or statement of additional information so as to restrict permitted investments for the Acquiring Fund, except as required by the Commission prior to the Closing. 4.8 The Acquiring Fund shall have executed and delivered an assumption of the Liabilities and all such other agreements and instruments in order to vest in and confirm (a) the Acquired Fund's title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Fund's assumption of all of the Liabilities and to otherwise to carry out the intent and purpose of this Plan. 4.9 The Acquired Fund shall have delivered to the Acquiring Fund a Statement of Assets and Liabilities of the Acquired Fund as of the Closing Date, including a schedule of investments, certified by t...

Conditions to the Reorganization. 6.1 Conditions to Each Party's Obligations to Effect the Reorganization......................... (a)

Conditions to the Reorganization. 4.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE REORGANIZATION. The respective obligations of the parties to effect the Reorganization shall be subject to the satisfaction, on or before the Effective Date, of each of the following conditions:

Conditions to the Reorganization. 6.1 Conditions to Obligations of Each Party to Effect the Reorganization. The respective obligations of each party to this Agreement to consummate and effect this Agreement, the Reorganization and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:

Conditions to the Reorganization. 6.1 Conditions to Each Party's Obligations to Effect the Reorganization. The respective obligations of each of CBI and CBOV to effect the Reorganization and the other transaction contemplated by this Agreement shall be subject to the fulfillment or waiver at or prior to the Effective Date of the following conditions:

Conditions to the Reorganization. SECTION 7.1 - Conditions to Obligations of Each Party to Effect the Reorganization................................................ 34 SECTION 7.2 - Additional Conditions to Obligations of Transmedia Asia.......................................................... 36 SECTION 7.3 - Additional Conditions to Obligations of Transmedia Europe........................................................ 37 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER SECTION 8.1 - Termination.............................................................. 38 SECTION 8.2 - Effect of Termination.................................................... 39 SECTION 8.3 - Amendment................................................................ 39 SECTION 8.4 - Waiver ................................................................ 40

Conditions to the Reorganization. The reorganization is subject to the satisfaction of the following conditions prior to September 30, 2001: (a) The Commissioner of the Georgia Department of Banking and Finance and the Board of Governors of the Federal Reserve System or its authorized delegate shall have approved the application of the Holding Company to become a bank holding company by reason of its acquisition of all of the outstanding stock of the Bank; (b) The Commissioner of the Georgia Department of Banking and Finance and the Federal Deposit Insurance Corporation shall have approved the merger of the Interim Company with and into the Bank; (c) The holders of at least two-thirds of the issued and outstanding shares of common stock of the Bank shall have voted in favor of the reorganization and merger at a shareholders meeting called and held to act thereon; (d) At the time of the mailing of the Bank's proxy statement to its shareholders and thereafter through the closing of the reorganization, the Holding Company stock to be received by Bank shareholders shall be the subject of an effective registration statement under the Securities Act of 1933 and shall be duly registered or qualified under the securities laws of all states in which such registration or qualification is required, or the Holding Company stock shall be exempt from the registration requirements of such laws; and (e) The Holding Company and the Bank shall have received an opinion from Mil▇▇▇ & Mar▇▇▇ ▇▇P in form and substance satisfactory to the Holding Company and the Bank to the effect that: i) The merger will qualify as a reorganization under ss. 368(a)(1)(A) of the Code by reason of ss. 368(a)(2)(E) thereof; ii) No gain or loss will be recognized by the holders of Bank common stock on the conversion of such stock into Holding Company common stock; iii) The cost basis of Holding Company stock received in the merger by holders of Bank stock will be the same as their cost basis in the Bank stock exchanged therefor; iv) The holding period of Holding Company stock received will include the period during which the Bank common stock exchanged therefor was held, provided the Bank common stock was held as a capital asset; v) No gain or loss will be recognized by the Bank, the Holding Company or the Interim Company as a result of the merger; and vi) Cash received by Bank shareholders exercising their dissenters' rights and receiving cash in exchange for their Bank stock pursuant to a dissenter's proceeding, will be treated a...

Conditions to the Reorganization. 6.1 Conditions to Obligations of Each Party to Effect the Reorganization 6.2 Additional Conditions to Obligations of NetWorth 6.3 Additional Conditions to Obligations of Colmena