Conditions to the Transactions Sample Clauses
The "Conditions to the Transactions" clause defines the specific requirements that must be satisfied before the parties are obligated to complete the transaction. These conditions may include obtaining regulatory approvals, securing third-party consents, or ensuring that certain representations and warranties remain true up to the closing date. By setting out these prerequisites, the clause ensures that both parties are protected from proceeding with the transaction if key conditions are not met, thereby allocating risk and providing a clear framework for when the transaction can be finalized.
Conditions to the Transactions. (a) The consummation of the Transactions will be subject to the satisfaction, or waiver by Lionsgate and LG Studios pursuant to Section 2.7(b) (to the extent such waiver is permitted by applicable Law), of the following conditions:
(i) The transfer of the Starz Assets (other than any Delayed Starz Asset) and Starz Liabilities (other than any Delayed Starz Liability) contemplated to be transferred from New Lionsgate to Starz at or prior to the Separation Effective Time shall have occurred as contemplated by Section 2.1, and the transfer of the New Lionsgate Assets (other than any Delayed New Lionsgate Asset) and New Lionsgate Liabilities (other than any Delayed New Lionsgate Liability) contemplated to be transferred from Starz to New Lionsgate at or prior to the Separation Effective Time shall have occurred as contemplated by Section 2.1, in each case, pursuant to the Transactions Step Plan in a manner reasonably satisfactory to the Parties.
(ii) The Form S-4 shall have been filed and declared effective by the SEC, and there shall be no stop-order in effect with respect thereto, and no proceeding for that purpose shall have been instituted or threatened by the SEC.
(iii) Lionsgate shall have received the U.S. Tax Opinion on terms consistent with the Arrangement Agreement, and such U.S. Tax Opinion shall not have been withdrawn or rescinded.
(iv) All Governmental Approvals necessary to consummate the Transactions shall have been obtained and be in full force and effect.
(v) The LGEC Arrangement Approval shall have been obtained.
(vi) The Studios Arrangement Approval shall have been obtained.
(vii) The Interim Orders and the Final Order shall have been obtained on terms consistent with the Arrangement Agreement.
(viii) The Transactions and related transactions shall have been approved by the Lionsgate Board.
(ix) The Transactions and related transactions shall have been approved by the LG Studios Board.
(x) An independent appraisal firm acceptable to the Lionsgate Board shall have delivered one or more opinions to the Lionsgate Board confirming the solvency and financial viability of Starz after consummation of the Transactions, and such opinions shall be acceptable to the Lionsgate Board in form and substance in the Lionsgate Board’s sole discretion and such opinion(s) shall not have been withdrawn or rescinded.
(xi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state, Canadian, or other securities Laws or blue sky laws...
Conditions to the Transactions. All conditions precedent to the closing of the Transactions set forth in the Merger Agreement, including the approval of the Issuer's stockholders, shall have been satisfied (as determined by the parties to the Merger Agreement) or waived (other than those conditions which, by their nature, are to be satisfied at the closing of the Transactions pursuant to the Merger Agreement).
Conditions to the Transactions. SECTION 7.01. Conditions to the Obligations of Each Party.........................................30 SECTION 7.02. Conditions to the Obligations of the New Investor...................................31 SECTION 7.03. Conditions to the Obligations of the Company........................................33 ARTICLE 8 TERMINATION SECTION 8.01. Termination.........................................................................34 SECTION 8.02. Effect of Termination...............................................................35 ARTICLE 9 MISCELLANEOUS
Conditions to the Transactions. 18 SECTION 8.1 Conditions to Each Party's Obligation to Effect the Transactions.............. 18 ARTICLE IX
Conditions to the Transactions. SECTION 6.01. Conditions to Obligations of the Company, the Sellers and the Founders. The obligations of the Company, the Sellers and the Founders to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:
Conditions to the Transactions. Conditions to Obligation of Each Party to Effect the Transactions 70 Section 6.2 Conditions to Obligation of the Company Parties to Effect the Transactions 71 Section 6.3 Conditions to Obligations of Parent and Parent Merger Subs to Effect the Transactions 72 Section 6.4 Frustration of Closing Conditions 73
Conditions to the Transactions. 25 SECTION 6.01 Conditions to the Obligations of Each Party to Consummate the Transactions.............................................................................. 25 SECTION 6.02 Conditions to the Obligations of Socket.................................................... 25 SECTION 6.03 Conditions to the Obligations of Cetronic.................................................. 26 ARTICLE VII
Conditions to the Transactions. Section 10.01 Conditions to the Obligations of Each Party 103 Section 10.02 Conditions to the Obligations of E▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Sub, Newco and Merger Subsidiary 104 Section 10.03 Conditions to the Obligations of Aspen 105
Conditions to the Transactions. The respective obligations of the Company, Parent and Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following conditions:
Conditions to the Transactions. SECTION 6.01 Conditions to the Obligations of Each Party to Consummate the Transactions . . . . . . . . . . . . . . 28 SECTION 6.02 Conditions to the Obligations of Socket . . . . . . . . 28 SECTION 6.03 Conditions to the Obligations of Cetronic . . . . . . . 29