Conditions to the Transaction Clause Samples

Conditions to the Transaction. Section 8.1 Conditions to Obligations of Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) The Stockholder Written Consent, constituting the Requisite Company Stockholder Approval, shall have been delivered to Parent, and shall remain in full force and effect. (b) At the Parent Special Meeting, the Domestication Approval shall have been obtained. (c) At the Parent Special Meeting (including any adjournments thereof permitted by Section 7.5(a)), the Requisite Parent Stockholder Approval shall have been obtained. (d) Parent shall have at least $5,000,001 of net tangible assets following the exercise by the holders of Parent Class A Ordinary Shares issued in Parent’s initial public offering of securities and outstanding immediately before the Closing of their right to convert their Parent Class A Ordinary Shares held by them into a pro rata share of the Trust Account in accordance with Parent’s Charter Documents. (e) All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. (f) No provision of any applicable Law prohibiting, enjoining or making illegal the consummation of the Transactions shall be in effect and no temporary, preliminary or permanent Order enjoining or making illegal the consummation of the Transactions will be in effect or will be threatened in writing by a Governmental Entity. (g) The shares of Second Surviving Corporation Common Stock to be issued in connection with the Closing shall have been approved for listing on the Nasdaq, subject only to the requirement to have a sufficient number of round lot holders and official notice of issuance. (h) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC. Section 8.2 Additional Conditions to Obligations of the Company and Merger Sub. The obligations of the Company to consummate and effect the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company: (a) The Fundamental Representations of Parent shall be true and correct in all materi...

Conditions to the Transaction. Section 8.01 Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or written waiver by all parties, if permissible under Applicable Law) at or prior to the Closing of each of the following conditions:

Conditions to the Transaction. A. Conditions to the Obligations of the Seller. The obligations of the Seller to effect the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Seller and may be waived by the Seller in writing in their sole discretion without notice or liability to any Person): (i) The representations and warranties of each of the Buyer and Provectus set forth in the Transaction Agreements shall be true and correct in all material respects (except that each representation or warranty which contains a materiality exception or limitation shall be true and correct in all respects) when made, and shall also be true and correct in all material respects (except that each representation or warranty which contains a materiality exception or limitation shall be true and correct in all respects) at the Closing. (ii) Each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by the Buyer and Provectus at or prior to the Closing shall have been duly and properly complied with and performed. (iii) There shall be delivered to the Seller a certificate of each of the Buyer and Provectus executed on the Closing Date certifying that the conditions set forth in Section 8.A. and Section 8.B. have been satisfied. (iv) The Seller shall have received each of the agreements, instruments and other documents set forth in Section 4.C. and each such agreement instrument, and document shall be in full force and effect. B. The obligations of the Buyer to effect the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Buyer and may be waived by Buyer in writing in its sole discretion without notice or liability to any Person): (i) The Buyer shall have received each of the agreements, instruments and other documents set forth in Section 4.B. and each such agreement and document shall be in full force and effect. (ii) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint provision limiting or restricting the Buyer’s ownership, conduct or operation of the Purchased Assets following the Closing shall be in effect. Nor shall there be pending or threatened any Legal Proceeding s...

Conditions to the Transaction. Each Party shall take all reasonable actions necessary to comply promptly with all Legal Rules, which may be imposed on such Party with respect to the transactions contemplated hereby and shall promptly cooperate with and furnish information to each other Party in connection with any such requirements imposed upon each other Party or affiliate of each other Party in connection with such transactions. Each Party shall take, and shall cause its affiliates to take, all reasonable actions to obtain (and to cooperate with each other Party and its affiliates in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity, or other third party, required to be obtained or made by such Party or its affiliates in connection with the transactions or the taking of any action contemplated thereby or by this Agreement

Conditions to the Transaction. (a) The Recapitalization Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Recapitalization Transaction is implemented (the “Effective Time”) each of which is for the mutual benefit of the Companies, on the one hand, and Canso, for and on behalf of the Managed Accounts, on the other hand, and may be waived in whole or in part jointly by the Companies and Canso, for and on behalf of the Managed Accounts (provided that such conditions shall not be enforceable by the Companies or Canso, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement): (i) the Interim Order shall have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Canso); (ii) the Plan shall have been approved by (A) the Court; and (B) the requisite majority of affected creditors and, if applicable, shareholders, in conformity with the CBCA as and to the extent required by the Court; (iii) the Plan shall have been approved pursuant to the Final Order by no later than September 30, 2016 (or such other date as may be agreed to by the Companies and Canso) and the Final Order (A) shall have been entered by the Court and (B) shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Companies or Canso, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired; (iv) the Plan and all transaction documents relating to the Recapitalization Transaction and the Plan shall be in form and substance satisfactory to Canso, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies and the Majority Second Lien Noteholder Supporting Parties); (v) all disclosure documents (including press releases) and definitive agreements in each case in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies and Canso, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, re...

Conditions to the Transaction. SECTION 8.1. Conditions to the Obligations of the Parties. The obligations of New Image, Buyer and Parent to consummate the Transaction are subject to the satisfaction (or, to the extent legally

Conditions to the Transaction. Section 7.1. CONDITIONS TO EACH PARTY'S OBLIGATION TO CONSUMMATE THE TRANSACTION. The respective obligations of each party to consummate the Transaction shall be subject to the fulfillment (or waiver by all parties) at or prior to the Closing Date of the following conditions: (a) The Company Shareholder Approval shall have been obtained. (b) No 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 Transaction and/or the other transactions contemplated by this Agreement shall be in effect.

Conditions to the Transaction. Section 8.01 Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Sub to consummate the First Merger are subject to the satisfaction of the following conditions:

Conditions to the Transaction. Each Party will take all commercially ----------------------------- reasonable actions necessary to comply promptly with all legal requirements which may be imposed on such Party with respect to the transactions contemplated hereby (including furnishing all information required under the HSR Act, if any) and will promptly cooperate with and furnish information to each other Party in connection with any such requirements imposed upon each other Party or any Subsidiary or Affiliate of each other Party in connection with such transactions. Each Party will take, and will cause its Subsidiaries or Affiliates to take, all reasonable actions to obtain (and to cooperate with each other Party and its Subsidiaries or Affiliates in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity, or other third party, required to be obtained or made by such Party or its Subsidiaries or Affiliates in connection with the transactions or the taking of any action contemplated thereby or by this Agreement. Buyer agrees to pay the HSR filing fee.