Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under this Agreement shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each of the following conditions precedent: (a) The shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegal. (d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) UCFC and PVFC shall have received the written opinion of UCFC’s Counsel, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevant.
Appears in 2 contracts
Sources: Merger Agreement (United Community Financial Corp), Merger Agreement (PVF Capital Corp)
Mutual Conditions. The obligations of PVFC, Park View, UCFC Seller and Home Savings Buyer under this Agreement shall be subject to the satisfaction, or written waiver by the parties Buyer and Seller prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC Seller shall have duly adopted this Agreement by the required voteRequired Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote.
(b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger or the Bank Merger illegal.
(d) The Registration Statement shall have become been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(e) UCFC and PVFC Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the written opinion Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of UCFC’s Counsel, dated the Closing Date, Buyer to issue Buyer Shares pursuant to the effect that, Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the basis Nasdaq subject to official notice of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantissuance.
Appears in 2 contracts
Sources: Merger Agreement (Esb Financial Corp), Merger Agreement (Wesbanco Inc)
Mutual Conditions. The obligations of PVFCeach of Parent, Park View, UCFC Merger Sub and Home Savings under this Agreement the Company to effect the Closing shall be subject to the satisfactionfollowing conditions, any one or written waiver by the parties prior more of which, to the Closing Dateextent permitted by Applicable Law, of each of the following conditions precedentmay be waived in writing, as to itself, by either party:
(a) The shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable enforced or entered any statuteApplicable Law (whether temporary, rulepreliminary or permanent), regulationwhich is then in effect and has the effect of enjoining, judgmentrestraining, decree, injunction prohibiting or other order prohibiting otherwise preventing the consummation of the transactions contemplated by this Agreement (collectively, a “Restraint”); provided, however, that any antitrust, competition, fair trade or making similar Applicable Law (whether temporary, preliminary or permanent) which has such an effect shall constitute a “Restraint” only if it arises under the Corporate HSR Act, the EU Merger illegal.Regulation or an antitrust, competition, fair trade or similar Applicable Law in a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter;
(di) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (ii) the approval of the European Commission of the transactions contemplated by this Agreement shall have been obtained pursuant to the EU Merger Regulation (or the approval by those national competition authorities in the European Union that have jurisdiction as a result of a referral of the transactions contemplated by this Agreement under the EU Merger Regulation); and (iii) any approval or waiting period with respect to those jurisdictions set forth in Section 8.1(b) of the Company Disclosure Letter shall have been obtained or terminated or shall have expired;
(c) The Registration Statement Form S-4 shall have become been declared effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement Form S-4 shall be in effect and no proceedings for such purpose shall be pending before the Commission;
(d) The Company Stockholder Approval shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.obtained; and
(e) UCFC and PVFC The shares of Parent Common Stock to be issued in the Merger shall have received the written opinion of UCFC’s Counsel, dated the Closing Date, to the effect that, been approved for listing on the basis NYSE, subject to official notice of facts, representations and assumptions issuance (provided that the satisfaction of the condition set forth in such opinion, this Section 8.1(e) shall not be a condition to the Corporate obligation of Parent or Merger will be treated for federal income tax purposes as a reorganization within Sub to effect the meaning Closing if the representation and warranty set forth in the fourth sentence of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require 6.2 is not true and rely upon customary representations contained correct in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantall respects).
Appears in 2 contracts
Sources: Merger Agreement (LVB Acquisition, Inc.), Merger Agreement (Zimmer Holdings Inc)
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under each party to this ----------------- Agreement to consummate the Merger shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each of the following conditions precedentconditions:
(a) The shareholders of PVFC and UCFC No statute, rule, regulation, order, injunction, decree or other Applicable Law shall have duly adopted this Agreement been enacted, entered, issued, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the required vote.Merger pursuant hereto (an "Injunction") and which remains in effect; and no proceeding initiated by any Governmental Authority seeking an Injunction shall be pending;
(b) All consents, waivers, authorizations and approvals of required from all Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement Merger shall have been obtained and shall remain in full force and effect and all statutory waiting periods under Applicable Law in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.terminated;
(c) No temporary restraining orderThe Merger, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of this Agreement and the transactions contemplated hereby shall have been approved by this Agreement or making the Corporate Merger illegal.Commercial shareholders and the Bancorp shareholders, in each case, in the manner required by Applicable Law;
(d) The SEC shall have declared the Registration Statement shall have become effective under effective; and on the Securities Act Closing Date and at the Effective Time, no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated or then threatened by the SEC.;
(e) UCFC The shares of Commercial Common Stock, if any, to be issued as Merger Consideration in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance;
(f) Commercial and PVFC Bancorp shall have received a letter, in form and substance reasonably satisfactory to Commercial, from Deloitte & Touche LLP, dated the written date of the Proxy Statement and confirmed in writing at the Effective Time, stating that the Merger will qualify as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board, the interpretive releases issued pursuant thereto and the pronouncements of the SEC thereon; and
(g) Commercial and Bancorp shall have received an opinion of UCFC’s CounselWachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, special counsel to Commercial, or of such other reasonably quali- fied Person as Commercial shall reasonably determine, in form and substance reasonably acceptable to Commercial, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinionopinion which are consistent with the state of facts existing at the Effective Time, (i) the Corporate Merger will be treated for federal income tax purposes as should constitute a reorganization "reorganization" within the meaning of Section 368(a)(1)(A368(a) of the CodeCode and (ii) no gain or loss should be recognized by Bancorp shareholders who receive solely Commercial Common Stock in exchange for shares of Bancorp Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Commercial Common Stock). In rendering its such opinion, UCFC’s Counsel will counsel may require and rely upon customary representations contained in letters from UCFC certificates of officers or Bancorp, Commercial and PVFC that UCFC’s Counsel reasonably deems relevantothers.
Appears in 1 contract
Sources: Reorganization and Merger Agreement (Commercial Federal Corp)
Mutual Conditions. The obligations of PVFC, Park View, UCFC Seller and Home Savings Buyer under this Agreement shall be subject to the satisfaction, or written waiver by the parties Buyer and Seller prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC Seller shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegal.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(e) UCFC and PVFC Buyer shall have received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the written opinion Merger and the transactions contemplated hereby and no order restraining the ability of UCFC’s Counsel, dated the Closing Date, Sunday to issue Sunday Shares pursuant to the effect that, Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the basis Buyer Exchange subject to official notice of facts, representations and assumptions set forth in such opinionissuance.
(g) Each of the parties shall be satisfied with the deductibility under the provisions of Section 280G of the Code of the payments to be made to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the Corporate Merger will be treated for federal income tax purposes as a reorganization within President and Chief Executive Officer of Seller, in connection with the meaning transactions contemplated hereby.
(h) CBank or its successor shall have entered into Noncompete, Consulting or Employment Agreements with those senior executives of Seller and CBank listed in Section 368(a)(1)(A8.03(h) of the Code. In rendering its opinion, UCFC’s Counsel will require Seller Disclosure Schedule on terms and rely upon customary representations contained in letters from UCFC conditions mutually satisfactory to Buyer and PVFC that UCFC’s Counsel reasonably deems relevantsuch individuals.
Appears in 1 contract
Mutual Conditions. The respective obligations of PVFC, Park View, UCFC SFNC and Home Savings under this Agreement OTIC to effect the Merger shall be subject to the satisfaction, or written waiver by the parties satisfaction prior to the Closing Date, of each Effective Time of the following conditions precedentconditions:
(a) The This Agreement and the transactions contemplated hereby shall have been approved by the requisite votes of the shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.OTIC in accordance with applicable law;
(b) All approvals The procurement by SFNC of Governmental any necessary approval of this Agreement and Regulatory Authorities required to consummate the transactions contemplated hereby by this Agreement shall have been obtained the FRB and shall remain in full force the MDF and effect and all the expiration of any statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material without adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.action being taken;
(c) No temporary restraining orderProcurement of all other regulatory consents and approvals, preliminary including, without limitation, any required consents or permanent injunction approvals from the Federal Deposit Insurance Corporation or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation United States Treasury, Office of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority Comptroller of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting the Currency which are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or OTIC would not have entered into this Agreement had such conditions or making requirements been known at the Corporate Merger illegal.date hereof;
(d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement;
(e) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger;
(f) No statute, rule, regulation, order, injunction or decree shall have been enacted entered, promulgated or enforced by any governmental authority which prohibits, materially restricts or makes illegal consummation of the Merger;
(g) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated or threatened by the SEC.; and
(eh) UCFC and PVFC Counsel for SFNC shall have received the written delivered its opinion of UCFC’s Counselto SFNC and OTIC, dated as of the Closing Effective Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinionopinion which are consistent with the state of facts existing at the Effective Time, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A368(a) of the CodeCode and that SFNC and OTIC will each be a party to that reorganization. In rendering its such opinion, UCFC’s Counsel will counsel may require and rely upon representations and covenants contained in certificates of officers of SFNC, OTIC and others. SFNC and OTIC will cooperate with each other and counsel in executing and delivering to counsel customary representations contained letters in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantconnection with such opinion.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under this Agreement shall be the Parties to complete the Arrangement are subject to the satisfactionfulfillment, on or written waiver by before the parties prior to the Closing DateEffective Time, of each of the following conditions precedent:
(a) The shareholders , each of PVFC which may only be waived in whole or in part with the mutual consent of Romarco and UCFC OceanaGold: • the Arrangement Resolution shall have duly adopted this Agreement been approved by the required vote.
(b) All approvals Romarco Shareholders at the Romarco Meeting in accordance with the Interim Order; • the Interim Order and the Final Order shall each have been obtained on terms consistent with the Arrangement Agreement, and shall not have been set aside or modified in a manner unacceptable to either Romarco or OceanaGold, acting reasonably, on appeal or otherwise. • the OceanaGold Share Issuance Resolution shall have been duly approved at the OceanaGold Meeting; • no Law shall be in effect that makes the Arrangement illegal or otherwise prohibits or enjoins Romarco or OceanaGold from consummating the Arrangement; • there shall be no cease trade order or similar order that would prohibit or prevent the distribution of Governmental and Regulatory Authorities the Consideration on the Effective Date to the Romarco Shareholders; • OceanaGold shall not be required to consummate file a prospectus or similar offering document in any jurisdiction in connection the transactions contemplated by this Agreement issuance and exchange of the Consideration to be issued and exchanged pursuant to the Arrangement, nor shall OceanaGold be required to file a registration statement with the SEC, or otherwise register under the U.S. Securities Act, in order for it to issue and exchange the Consideration to be issued and exchanged pursuant to the Arrangement; • HSR Approval shall have been obtained or received on terms that are reasonably satisfactory to OceanaGold and shall remain in full force Romarco; and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after • the Effective Time on OceanaGold Shares (including the present or prospective consolidated financial condition, business or operating results OceanaGold Shares forming part of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing Consideration and the consummation OceanaGold Shares issuable on exercise of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegal.
(dReplacement Options) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated listed on the TSX, subject to the satisfaction of customary conditions required by the SECTSX.
(e) UCFC and PVFC shall have received the written opinion of UCFC’s Counsel, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevant.
Appears in 1 contract
Sources: Arrangement Agreement
Mutual Conditions. The obligations of PVFC, Park View, UCFC Seller and Home Savings Buyer under this Agreement shall be subject to the satisfaction, or written waiver by the parties Buyer and Seller prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC Seller shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegal.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(e) UCFC and PVFC Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the written opinion Merger and the transactions contemplated hereby and no order restraining the ability of UCFC’s Counsel, dated the Closing Date, Sunday to issue Sunday Shares pursuant to the effect that, Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the basis Buyer Exchange subject to official notice of facts, representations and assumptions set forth in such opinionissuance.
(g) Each of the parties shall be satisfied with the deductibility under the provisions of Section 280G of the Code of the payments to be made to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the Corporate Merger will be treated for federal income tax purposes as a reorganization within President and Chief Executive Officer of Seller, in connection with the meaning transactions contemplated hereby.
(h) CBank or its successor shall have entered into Noncompete, Consulting or Employment Agreements with those senior executives of Seller and CBank listed in Section 368(a)(1)(A8.03(h) of the Code. In rendering its opinion, UCFC’s Counsel will require Seller Disclosure Schedule on terms and rely upon customary representations contained in letters from UCFC conditions mutually satisfactory to Buyer and PVFC that UCFC’s Counsel reasonably deems relevantsuch individuals.
Appears in 1 contract
Sources: Merger Agreement (Wesbanco Inc)
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under each party to this Agreement to consummate the Merger and the Stock Purchase shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, satisfaction of each of the following conditions precedentconditions, provided that Parent may direct each other party hereto to waive any condition contained in this Section 8.1 if (x) no such party could be criminally culpable for waiving or closing over such condition, and (y) Parent shall fully indemnify each such party for any liabilities or losses incurred by each such party in connection with or arising out of waiving or closing over such condition, such indemnification to be approved by the Company on behalf of each Principal Member and KMV Corporation on behalf of each KMV Corporation Shareholder:
(a) The shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order decree issued by a court any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger or the Stock Purchase shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction to restrain or Regulatory Authority prohibit the consummation of competent jurisdiction the Merger or the Stock Purchase shall have enacted, issued, promulgated, enforced, deemed applicable or entered any be pending. No statute, rule, regulation, judgment, decreeorder, injunction or other order prohibiting decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts in any material manner or makes illegal consummation of the transactions contemplated Merger or the Stock Purchase;
(b) All consents, waivers, authorizations and approvals required from all Governmental Authorities to consummate the Merger and the Stock Purchase, without the imposition of conditions or requirements, in the aggregate, the satisfaction of which by this Agreement Parent or making its Subsidiaries or KMV Corporation, the Corporate Merger illegal.Company or their respective Subsidiaries are reasonably likely to result in either a Parent Material Adverse Effect or a Company Material Adverse Effect shall have been obtained and shall remain in full force and effect as of the Closing Date;
(c) In respect of the notifications of the parties hereto pursuant to the HSR Act and any other applicable antitrust or competition laws, the applicable waiting period(s) and any extensions thereof shall have expired or terminated; and
(d) The Registration Statement A general moratorium on commercial banking activities in New York or California shall not have become effective under been declared by either Federal or state authorities and be continuing nor shall there occur and be continuing any calamity or crisis in the Securities Act and no stop-order financial markets that either (i) renders Parent unable to access or similar restraining order suspending borrow funds in the effectiveness ordinary course of business or make use of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by United States federal wire system, or (ii) renders the SEC.
(e) UCFC and PVFC shall have received Escrow Agent unable to receive the written opinion of UCFC’s Counsel, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) deposit of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantEscrow Funds.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Stock Purchase Agreement (Moodys Corp /De/)
Mutual Conditions. The respective obligations of PVFC, Park View, UCFC and Home Savings under each Party hereto to complete the transactions contemplated by this Agreement shall will be subject to the satisfaction, on or written waiver by before the parties prior to the Closing Effective Date, of each of the following conditions precedentconditions, none of which may be waived by any Party hereto in whole or in part:
(a) The shareholders of PVFC and UCFC shall Arrangement, with or without amendment, will have duly adopted this Agreement by been approved at the required voteMeeting in accordance with the Interim Order.
(b) All approvals of Governmental The Interim Order and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall Final Order will have been obtained in form and shall remain in full force substance satisfactory to Nanton and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statuteSpinco, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporationacting reasonably.
(c) No temporary restraining orderThe Exchange will have approved, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation as of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enactedEffective Date, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation the listing and posting for trading of the transactions contemplated by this Agreement or making New Common Shares issuable on the Corporate Merger illegalArrangement in substitution of the Shares.
(d) The Registration Statement shall No action will have become effective under been instituted and be continuing on the Securities Act Effective Date for an injunction to restrain, a declaratory judgment in respect of or damages on account of or relating to the Arrangement and no stop-order cease trading or similar restraining order suspending the effectiveness with respect to any securities of the Registration Statement shall Nanton of Spinco will have been issued and no proceeding for that purpose shall have been initiated by the SECremain outstanding.
(e) UCFC All material regulatory requirements will have been complied with and PVFC all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement or contemplated by the Information Circular will have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances.
(f) None of the consents, orders, regulations or approvals contemplated herein will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by Nanton or Spinco acting reasonably.
(g) The Change of Business Transactions will have been approved by the Shareholders and conditionally approved by the Exchange, and all steps shall have received occurred and all other consents or approvals required shall have been obtained to allow the written opinion Change of UCFC’s CounselBusiness Transactions be implemented as soon as practicable following the Arrangement.
(h) The Change of Business Transactions will have been approved by the Shareholders, dated where required, and conditionally approved by the Closing DateExchange, and all steps shall have occurred and all other consents or approvals required shall have been obtained to allow the Change of Business Transactions be implemented as soon as practicable following the Arrangement.
(i) This Agreement shall not have been terminated pursuant to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantprovisions hereof.
Appears in 1 contract
Sources: Arrangement Agreement
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each fulfillment of the following conditions precedentconditions:
(a) The shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Corporate Merger shall be have been issued and remain in effect. No Governmental , and no statute, rule or Regulatory Authority of competent jurisdiction regulation shall have enactedbeen enacted by any Governmental Authority which prevents the consummation of the Merger.
(b) All material consents, issuedapprovals, promulgated, enforced, deemed applicable permits or entered authorizations required to be obtained prior to the Effective Time from any statute, rule, regulation, judgment, decree, injunction or other order prohibiting Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained.
(c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by this Agreement or making the Corporate Merger illegalaffirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's stockholders' meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of Nasdaq.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the SECCommission or any other Governmental Entity.
(e) UCFC No Action shall be instituted by any Governmental Authority which seeks to prevent consummation of the Merger or which seeks material damages in connection with the transactions contemplated hereby which continues to be outstanding.
(f) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for quotation on Nasdaq, subject to official notice of issuance.
(g) All consents, waivers and PVFC approvals of third parties required in connection with the transactions contemplated hereby shall have been obtained, except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver.
(h) Parent shall have received the written an opinion dated as of UCFC’s Counsel, dated the Closing DateDate of Akin, Gump, Strauss, Haue▇ & ▇eld, ▇.L.P., to the effect that, on that (1) the basis of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as should constitute a reorganization within the meaning of Section 368(a)(1)(A368(a) of the CodeCode and (2) no gain or loss should be recognized by Company Stockholders with respect to shares of Parent Common Stock received in the Merger in exchange for shares of Company Common Stock, except with respect to cash received in lieu of fractional shares of Parent Common Stock. In rendering its such opinion, UCFC’s Counsel will such counsel may require and rely upon customary on representations contained in letters from UCFC certificates of Parent, the Company, Sub and PVFC that UCFC’s Counsel others, as they deem reasonably deems relevantappropriate.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Southern Mineral Corp)
Mutual Conditions. The respective obligations of PVFC, Park View, UCFC SFNC and Home Savings under this Agreement LBI to effect the Merger shall be subject to the satisfaction, or written waiver by the parties satisfaction prior to the Closing Date, of each Effective Time of the following conditions precedentconditions:
(a) The This Agreement and the transactions contemplated hereby shall have been approved by the requisite votes of the shareholders of PVFC LBI and UCFC shall have duly adopted this Agreement by the required vote.SFNC in accordance with applicable law;
(b) All approvals The procurement by SFNC of Governmental approval of this Agreement and Regulatory Authorities required to consummate the transactions contemplated hereby by this Agreement shall have been obtained the FRB and shall remain in full force the MDF and effect and all the expiration of any statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material without adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.action being taken;
(c) No temporary restraining orderProcurement of all other regulatory consents and approvals, preliminary including, without limitation, any required consents or permanent injunction approvals from the Federal Deposit Insurance Corporation or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation United States Treasury, Office of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority Comptroller of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting the Currency which are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or LBI would not have entered into this Agreement had such conditions or making requirements been known at the Corporate Merger illegal.date hereof;
(d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement;
(e) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger;
(f) No statute, rule, regulation, order, injunction or decree shall have been enacted entered, promulgated or enforced by any governmental authority which prohibits, materially restricts or makes illegal consummation of the Merger;
(g) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated or threatened by the SEC.
(e) UCFC and PVFC shall have received the written opinion of UCFC’s Counsel, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevant.;
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each fulfillment of the following conditions precedentconditions:
(a) The shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Corporate Merger shall be have been issued and remain in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any and no statute, rule, regulationregulation or executive order shall have been enacted, judgmententered or promulgated by any Governmental Authority which prohibits the consummation of the Merger substantially on the terms contemplated hereby.
(b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other material consents, decreeapprovals, injunction permits or other order prohibiting authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained.
(c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by this Agreement or making the Corporate Merger illegalaffirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's shareholder meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of NYSE.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the SECSEC or any other Governmental Entity.
(e) UCFC and PVFC No action shall be instituted by any Governmental Authority which seeks to prevent consummation of the Merger or which seeks material damages in connection with the transactions contemplated hereby which continues to be outstanding.
(f) The shares of Parent Common Stock to be issued in the Merger shall have received the written opinion of UCFC’s Counsel, dated the Closing Date, to the effect that, been authorized for listing on the basis NYSE, subject to official notice of factsissuance.
(g) All consents, representations waivers and assumptions set forth approvals of third parties required in connection with the transactions contemplated hereby shall have been obtained, except where the failure to obtain such opinionconsents, waivers or approvals, in the Corporate Merger will aggregate, would not reasonably be treated for federal income tax purposes expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinionparty which has not used all reasonable efforts to obtain a consent, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantapproval or waiver may not assert this condition with respect to such consent, approval or waiver.
Appears in 1 contract
Sources: Merger Agreement (Belmont Homes Inc)
Mutual Conditions. The respective obligations of PVFC, Park View, UCFC SFNC and Home Savings under this Agreement CFB to effect the Merger shall be subject to the satisfaction, or written waiver by the parties satisfaction prior to the Closing Date, of each Effective Time of the following conditions precedentconditions:
(a) The This Agreement and the transactions contemplated hereby shall have been approved by the requisite votes of the shareholders of PVFC CFB and UCFC shall have duly adopted this Agreement by the required vote.SFNC in accordance with applicable law;
(b) All approvals The procurement by SFNC of Governmental approval of this Agreement and Regulatory Authorities required to consummate the transactions contemplated hereby by this Agreement shall have been obtained the FRB and shall remain in full force the TDFI and effect and all the expiration of any statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material without adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.action being taken;
(c) No temporary restraining orderProcurement of all other regulatory consents and approvals, preliminary including, without limitation, any required consents or permanent injunction approvals from the Federal Deposit Insurance Corporation or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation United States Treasury, Office of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority Comptroller of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting the Currency which are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or CFB would not have entered into this Agreement had such conditions or making requirements been known at the Corporate Merger illegal.date hereof;
(d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement;
(e) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger;
(f) No statute, rule, regulation, order, injunction or decree shall have been enacted entered, promulgated or enforced by any governmental authority which prohibits, materially restricts or makes illegal consummation of the Merger;
(g) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated or threatened by the SEC.SEC or an exemption from registration shall be effective;
(eh) UCFC and PVFC Quattlebaum, Grooms, ▇▇▇▇ & ▇▇▇▇▇▇ PLLC shall have received the written delivered its opinion of UCFC’s Counselto SFNC and CFB, dated as of the Closing Effective Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinionopinion which are consistent with the state of facts existing at the Effective Time, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A368(a) of the CodeCode and that SFNC and CFB will each be a party to that reorganization. In rendering its such opinion, UCFC’s Counsel will counsel may require and rely upon representations and covenants contained in certificates of officers of SFNC, CFB and others. SFNC and CFB will cooperate with each other and counsel in executing and delivering to counsel customary representations contained letters in letters connection with such opinion; and
(i) CFB and SFNC shall each have received a “fairness opinion” in the form customarily received in transactions of this type and substantially to the effect that the Exchange Ratio is fair to their respective shareholders from UCFC and PVFC that UCFC’s Counsel reasonably deems relevanta financial point of view.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under this Agreement the par- ties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each ful- fillment of the following conditions precedentconditions:
(a) The shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which pre- vents the consummation of the Corporate Merger shall be have been is- sued and remain in effect. No Governmental , and no statute, rule or Regulatory Authority of competent jurisdiction regu- lation shall have enacted, issued, promulgated, enforced, deemed applicable or entered been enacted by any statute, rule, regulation, judgment, decree, injunction or other order prohibiting Governmental Author- ity which prevents the consummation of the Merger.
(b) All waiting periods applicable to the consumma- tion of the Merger under the HSR Act shall have expired or been terminated.
(c) The Merger and the transactions contemplated hereby shall have been approved by this Agreement or making the Corporate Merger illegalPyxis Stockholders in the manner required by any Applicable Law.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness issuance of the Registration Statement Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby shall have been issued and no proceeding for that purpose shall have been initiated approved by the SECCardinal Sharehold- ers in the manner required by any Applicable Law.
(e) UCFC The Commission shall have declared the Cardinal Registration Statement effective. On the Closing Date and PVFC at the Effective Time, no stop order or similar restrain- ing order shall have been threatened by the Commission or entered by the Commission or any state securities admin- istrator prohibiting the Merger.
(f) Pyxis shall have received the written an opinion of UCFC’s CounselPills- bury, dated the Closing Date, Madison & Sutro LLP substantially to the effect that, on the basis of factsunder Applicable Law, representations and assumptions set forth in such opinionfor Federal income tax pur- poses, the Corporate Merger will be treated for federal income tax purposes as constitute a reorganization within the meaning of under Section 368(a)(1)(A) 368 of the Code. In rendering its opinion.
(g) Cardinal shall have received a letter, UCFC’s Counsel in form and substance reasonably satisfactory to Cardinal, from Deloitte & Touche L.L.P. dated the date of the Joint Proxy Statement and confirmed in writing at the Effective Time stating that the Merger will require and rely upon customary representations contained qualify as a pooling of in- terests transaction under Opinion 16 of the Accounting Principles Board.
(h) No Action shall be instituted by any Governmen- tal Authority which seeks to prevent consummation of the Merger or seeking material damages in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantconnection with the transactions contemplated hereby which continues to be outstanding.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each fulfillment of the following conditions precedentconditions:
(a) The shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Corporate Merger shall be have been issued and remain in effect. No Governmental , and no statute, rule or Regulatory Authority of competent jurisdiction regulation shall have enacted, issued, promulgated, enforced, deemed applicable or entered been enacted by any statute, rule, regulation, judgment, decree, injunction or other order prohibiting Governmental Authority which prevents the consummation of the Merger.
(b) All Permits required to be obtained prior to the Effective Time in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained.
(c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by this Agreement or making the Corporate Merger illegalaffirmative vote of the holders of (i) a majority of the Company Capital Stock entitled to vote thereon in accordance with Applicable Law, voting together as a class, and (ii) seventy-five percent of the shares of Company Class B Common Stock entitled to vote thereon, in accordance with Applicable Law, voting separately as a class pursuant to written consents in lieu of a Company stockholders' meeting.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement No Action shall have been issued and no proceeding for that purpose shall have been initiated instituted by any Governmental Authority which seeks to prevent consummation of the SECMerger or which seeks material damages in connection with the transactions contemplated hereby, which Action continues to be outstanding.
(e) UCFC All consents, waivers and PVFC approvals of third parties and Governmental Authorities required in connection with the transactions contemplated hereby shall have received been obtained, except where the written opinion of UCFC’s Counselfailure to obtain such consents, dated waivers or approvals, in the Closing Dateaggregate, would not reasonably be expected to result in a material adverse effect on Parent or the effect thatCompany, on as the basis of factscase may be, representations provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver.
(f) The transactions contemplated by the Securities Purchase Agreement and assumptions set forth in such opinionthe transactions contemplated by the Stock Purchase Agreement shall have been consummated, or shall be consummated simultaneously with the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) consummation of the Code. In rendering its opinionMerger.
(g) Each stockholder of the Company and ECT shall have executed and delivered the Release and Settlement Agreement for the benefit of each other stockholder of the Company, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevant.the form attached hereto as Exhibit B.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC KBI and Home Savings Peoples under this Agreement shall be subject to the satisfaction, or written waiver by the parties Peoples and KBI prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC KBI shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that which Peoples reasonably determines would reasonably be expected to either before or after the Effective Time (i) have a material adverse effect on Peoples and its Subsidiaries taken as a whole after giving effect to the Effective Time on the present or prospective consolidated financial condition, business or operating results consummation of the Surviving CorporationMerger; or (ii) prevent Peoples from realizing the major portion of the economic benefits of the Merger and the transactions contemplated thereby which Peoples currently anticipates obtaining.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable threatened, commenced a proceeding with respect to or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) prohibiting or delaying consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegalAgreement.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the SEC.
(e) UCFC and PVFC Peoples shall have received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the written opinion Merger and the transactions contemplated hereby and no order restraining the ability of UCFC’s Counsel, dated the Closing Date, Peoples to issue Peoples Shares pursuant to the effect that, Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(f) The Peoples Shares to be issued in the Merger shall have been approved for listing on the basis Nasdaq subject to official notice of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantissuance.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each fulfillment of the following conditions precedentconditions:
(a) The shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Corporate Merger shall be have been issued and remain in effect. No Governmental , and no statute, rule or Regulatory Authority of competent jurisdiction regulation shall have enactedbeen enacted by any Governmental Authority which prevents the consummation of the Merger.
(b) All material consents, issuedapprovals, promulgated, enforced, deemed applicable permits or entered authorizations required to be obtained prior to the Effective Time from any statute, rule, regulation, judgment, decree, injunction or other order prohibiting Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained.
(c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by this Agreement or making the Corporate Merger illegalaffirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's stockholders' meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of Nasdaq.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the SECCommission or any other Governmental Entity.
(e) UCFC No Action shall be instituted by any Governmental Authority which seeks to prevent consummation of the Merger or which seeks material damages in connection with the transactions contemplated hereby which continues to be outstanding.
(f) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for quotation on Nasdaq, subject to official notice of issuance.
(g) All consents, waivers and PVFC approvals of third parties required in connection with the transactions contemplated hereby shall have been obtained, except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver.
(h) Parent shall have received the written an opinion dated as of UCFC’s Counsel, dated the Closing DateDate of Akin, Gump, Strauss, Haue▇ & ▇eld, ▇.L.P., to the effect that, on that (1) the basis of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as constitute a reorganization within the meaning of Section 368(a)(1)(A368(a) of the CodeCode and (2) no gain or loss will be recognized by Company Stockholders with respect to shares of Parent Common Stock received in the Merger in exchange for shares of Company Common Stock, except with respect to cash received in lieu of fractional shares of Parent Common Stock. In rendering its such opinion, UCFC’s Counsel will such counsel may require and rely upon customary on representations contained in letters from UCFC certificates of Parent, the Company, Sub and PVFC that UCFC’s Counsel others, as they deem reasonably deems relevantappropriate.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC Seller and Home Savings Buyer under this Agreement shall be subject to the satisfaction, or written waiver by the parties Buyer and Seller prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC Seller shall have duly adopted this Agreement by the required voteRequired Seller Vote.
(b) The shareholders of Buyer shall have adopted this Agreement by the Required Buyer Vote.
(c) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(cd) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegal.
(de) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(ef) UCFC and PVFC Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the written opinion Merger and the transactions contemplated hereby and no order restraining the ability of UCFC’s Counsel, dated the Closing Date, Buyer to issue Buyer Shares pursuant to the effect that, Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(g) The Buyer Shares to be issued in the Merger shall have been approved for listing on the basis Nasdaq subject to official notice of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantissuance.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC Seller and Home Savings Buyer under this Agreement shall be subject to the satisfaction, or written waiver by the parties ▇▇▇▇▇ and Seller prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC Seller shall have duly adopted approved this Agreement by the required voteRequired Seller Vote and the shareholders of Buyer shall have approved this Agreement and the issuance of Buyer Shares pursuant to this Agreement in connection with the Merger by the Required Buyer Vote.
(b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger or the Bank Merger illegal.
(d) The Registration Statement shall have become been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(e) UCFC and PVFC Buyer shall have received all authorizations and approvals necessary to consummate the written opinion Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of UCFC’s Counsel, dated the Closing Date, Buyer to issue Buyer Shares pursuant to the effect that, Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the basis Nasdaq Global Select Market subject to official notice of facts, representations and assumptions set forth in issuance (if such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantapproval is required by Nasdaq).
Appears in 1 contract
Sources: Merger Agreement (Wesbanco Inc)
Mutual Conditions. The obligations of PVFC, Park View, UCFC Seller and Home Savings Buyer under this Agreement shall be subject to the satisfaction, or written waiver by the parties Buyer and Seller prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC Seller shall have duly adopted approved this Agreement by the required voteRequired Seller Vote.
(b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger or the Bank Merger illegal.
(d) The Registration Statement shall have become been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(e) UCFC and PVFC Buyer shall have received all authorizations and approvals necessary to consummate the written opinion Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of UCFC’s Counsel, dated the Closing Date, Buyer to issue Buyer Shares pursuant to the effect that, Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the basis Nasdaq Global Select Market subject to official notice of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantissuance.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC Exchange and Home Savings Rurban under this Agreement shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC Exchange shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect effect, and all statutory waiting periods in respect thereof shall have expired expired, and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegal.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(e) UCFC The Rurban Shares to be issued in the Merger shall have been approved for listing on Nasdaq, subject to official notice of issuance.
(f) Rurban and PVFC Exchange shall have received the written opinion of UCFCRurban’s Counsel, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFCRurban’s Counsel will require and rely upon customary representations contained in letters from UCFC Rurban and PVFC Exchange that UCFCRurban’s Counsel reasonably deems relevant.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each fulfillment of the following conditions precedentconditions:
(a) The shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Corporate Merger shall be have been issued and remain in effect. No Governmental , and no statute, rule or Regulatory Authority of competent jurisdiction regulation shall have enactedbeen enacted by any Governmental Authority which prevents the consummation of the Merger.
(b) All material consents, issuedapprovals, promulgated, enforced, deemed applicable permits or entered authorizations required to be obtained prior to the Effective Time from any statute, rule, regulation, judgment, decree, injunction or other order prohibiting Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained.
(c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by this Agreement or making the Corporate Merger illegalaffirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's stockholders' meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of Nasdaq.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the SECCommission or any other Governmental Entity.
(e) UCFC No Action shall be instituted by any Governmental Authority which seeks to prevent consummation of the Merger or which seeks material damages in connection with the transactions contemplated hereby which continues to be outstanding.
(f) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for quotation on Nasdaq, subject to official notice of issuance.
(g) All consents, waivers and PVFC approvals of third parties required in connection with the transactions contemplated hereby shall have been obtained, except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver.
(h) Parent shall have received the written an opinion dated as of UCFC’s Counsel, dated the Closing DateDate of Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇, L.L.P., to the effect that, on that (1) the basis of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as constitute a reorganization within the meaning of Section 368(a)(1)(A368(a) of the CodeCode and (2) no gain or loss will be recognized by Company Stockholders with respect to shares of Parent Common Stock received in the Merger in exchange for shares of Company Common Stock, except with respect to cash received in lieu of fractional shares of Parent Common Stock. In rendering its such opinion, UCFC’s Counsel will such counsel may require and rely upon customary on representations contained in letters from UCFC certificates of Parent, the Company, Sub and PVFC that UCFC’s Counsel others, as they deem reasonably deems relevantappropriate.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC the Seller and Home Savings under this Agreement shall be the Purchaser to complete the transactions contemplated herein are subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each fulfilment of the following conditions precedentat or before the Closing or such other time as is specified below:
(a) The shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger there shall be in effect. No Governmental no action taken under any existing applicable laws or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulationregulation or Order which is enacted, judgmentenforced, decreepromulgated or issued by any court, injunction department, commission, board, regulatory body, government or Governmental Authority or similar agency, domestic or foreign, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or
(ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein;
(b) the Seller shall have received conditional listing approval for the Unit Shares and Warrant Shares from the TSX and the NYSE-MKT; and
(c) all consents, approvals and authorizations (including, without limitation, the TSX, the NYSE-MKT, securities commissions and other order prohibiting consummation regulatory approvals) required or necessary in connection with the transactions contemplated herein shall have been obtained on terms and conditions satisfactory to the Seller and Purchaser, acting reasonably, and all applicable domestic and foreign statutory or regulatory waiting periods to the transactions contemplated under this Agreement shall have expired or been terminated, and no objection or opposition shall have been filed, initiated or made by any regulatory authority during any applicable statutory or regulatory period. The foregoing conditions are for the mutual benefit of the transactions Seller on the one hand and Purchaser on the other hand and may be waived (to the extent permitted under applicable laws),, in whole or in part, by the Parties, at any time in which event the Parties shall have no further liability to fulfill such condition(s) except as provided under this Agreement, including pursuant to Section 8.2 hereof. If any of the said conditions precedent shall not be complied with or waived as aforesaid on or before July 15, 2014 then, either Party may rescind and terminate its obligations to sell or purchase the Units as contemplated by this Agreement or making the Corporate Merger illegal.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(e) UCFC and PVFC shall have received the written opinion of UCFC’s Counsel, dated the Closing Date, notice to the effect thatother Party in circumstances where the failure to satisfy any such condition is not the result, on the basis directly or indirectly, of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning rescinding Party’s breach of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantthis Agreement.
Appears in 1 contract
Mutual Conditions. The respective obligations of PVFC, Park View, UCFC SFNC and Home Savings under this Agreement DTBC to effect the Merger shall be subject to the satisfaction, or written waiver by the parties satisfaction prior to the Closing Date, of each Effective Time of the following conditions precedentconditions:
(a) The This Agreement and the transactions contemplated hereby shall have been approved by the requisite votes of the shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.DTBC in accordance with applicable law;
(b) All approvals The procurement by SFNC of Governmental approval of this Agreement and Regulatory Authorities required to consummate the transactions contemplated hereby by this Agreement shall have been obtained the FRB and shall remain in full force the ASBD and effect and all the expiration of any statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material without adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.action being taken;
(c) No temporary restraining orderProcurement of all other regulatory consents and approvals, preliminary including, without limitation, any required consents or permanent injunction approvals from the Federal Deposit Insurance Corporation or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation United States Treasury, Office of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority Comptroller of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting the Currency which are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or DTBC would not have entered into this Agreement had such conditions or making requirements been known at the Corporate Merger illegal.date hereof;
(d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement;
(e) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger;
(f) No statute, rule, regulation, order, injunction or decree shall have been enacted entered, promulgated or enforced by any governmental authority which prohibits, materially restricts or makes illegal consummation of the Merger;
(g) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated or threatened by the SEC.SEC or an exemption from registration shall be effective; and
(eh) UCFC and PVFC Quattlebaum, Grooms, ▇▇▇▇ & ▇▇▇▇▇▇ PLLC shall have received the written delivered its opinion of UCFC’s Counselto SFNC and DTBC, dated as of the Closing Effective Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinionopinion which are consistent with the state of facts existing at the Effective Time, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A368(a) of the CodeCode and that SFNC and DTBC will each be a party to that reorganization. In rendering its such opinion, UCFC’s Counsel will counsel may require and rely upon representations and covenants contained in certificates of officers of SFNC, DTBC and others. SFNC and DTBC will cooperate with each other and counsel in executing and delivering to counsel customary representations contained letters in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantconnection with such opinion.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC Seller and Home Savings Buyer under this Agreement shall be subject to the satisfaction, or written waiver by the parties Buyer and Seller prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC Seller shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegal.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(e) UCFC and PVFC Buyer shall have received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the written opinion Merger and the transactions contemplated hereby and no order restraining the ability of UCFC’s Counsel, dated the Closing Date, Buyer to issue Buyer Shares pursuant to the effect that, Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(f) The Buyer Shares to be issued in the Merger shall have been approved for listing on Nasdaq subject to official notice of issuance.
(g) Each of the basis of facts, representations and assumptions set forth in such opinion, parties shall be satisfied with the Corporate Merger will be treated for federal income tax purposes as a reorganization within deductibility under the meaning provisions of Section 368(a)(1)(A) 280G of the CodeCode of the payments to be made to ▇▇▇▇▇▇ ▇. In rendering its opinion▇▇▇▇▇▇, UCFC’s Counsel will require ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and rely upon customary representations contained ▇▇▇▇ ▇. ▇▇▇▇▇, executive officers of Seller, in letters from UCFC connection with the transactions contemplated hereby.
(h) Each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and PVFC that UCFC’s Counsel reasonably deems relevant▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall have signed an employment agreement with Buyer and/or WB Sub in substantially the form of the employment agreements attached to the Buyer Disclosure as Exhibit 8.03(h).
Appears in 1 contract
Sources: Merger Agreement (Wesbanco Inc)
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each fulfillment of the following conditions precedentconditions:
(a) The shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Corporate Merger shall be have been issued and remain in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any and no statute, rule, regulationregulation or executive order shall have been enacted, judgmententered or promulgated by any Governmental Authority which prohibits the consummation of the Merger substantially on the terms contemplated hereby.
(b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other material consents, decreeapprovals, injunction permits or other order prohibiting authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained.
(c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by this Agreement or making the Corporate Merger illegalaffirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's shareholder meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of NYSE.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the SECSEC or any other Governmental Entity.
(e) UCFC and PVFC No action shall be instituted by any Governmental Authority which seeks to prevent consummation of the Merger or which seeks material damages in connection with the transactions contemplated hereby which continues to be outstanding.
(f) The shares of Parent Common Stock to be issued in the Merger shall have received the written opinion of UCFC’s Counsel, dated the Closing Date, to the effect that, been authorized for listing on the basis NYSE, subject to official notice of factsissuance.
(g) All consents, representations waivers and assumptions set forth approvals of third parties required in connection with the transactions contemplated hereby shall have been obtained, except where the failure to obtain such opinionconsents, waivers or approvals, in the Corporate Merger will aggregate, would not reasonably be treated for federal income tax purposes expected to result in a material adverse effect on Parent or the E-41 Company, as the case may be, provided that a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinionparty which has not used all reasonable efforts to obtain a consent, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantapproval or waiver may not assert this condition with respect to such consent, approval or waiver.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, SNB and Park View, UCFC and Home Savings under this Agreement shall be subject to the satisfaction, or written waiver by the parties Park and SNB prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC SNB shall have duly adopted this Agreement by the required vote.
(b) All regulatory approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that which Park reasonably determines would reasonably be expected to either before or after the Effective Time (i) have a material adverse effect on Park and its Subsidiaries take as a whole after giving effect to the Effective Time on the present or prospective consolidated financial condition, business or operating results consummation of the Surviving CorporationMerger; or (ii) prevent Park from realizing the major portion of the economic benefits of the Merger and the transactions contemplated thereby that Park currently anticipates obtaining.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Government Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable threatened, commenced a proceeding with respect to or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) prohibiting or delaying consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegalAgreement.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-stop order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the SEC.
(e) UCFC and PVFC Park shall have received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the written opinion Merger and the transactions contemplated hereby and no order restraining the ability of UCFC’s CounselPark to issue Park Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(f) Park and SNB shall have received from Ernst & Young LLP, a letter dated the Closing Date, to the effect stating its opinion that, on based upon the basis of facts, representations and assumptions set forth in such opinioninformation furnished, the Corporate Merger will shall qualify for pooling-of-interests accounting treatment.
(g) The Park Shares to be treated issued in the Merger shall have been approved for federal income tax purposes as a reorganization within the meaning listing on AMEX subject to official notice of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantissuance.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under each party to this Agreement to effect the Closing shall be subject to the satisfactionfollowing conditions, or written waiver any of which may be waived in writing by the parties prior to the Closing Date, of each of the following conditions precedentboth Opfin and TAG:
(a) The shareholders of PVFC and UCFC the Spin-Off shall have duly adopted this Agreement by the required vote.occurred;
(b) All no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction shall be pending. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby;
(c) all regulatory approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegal.expired;
(d) The Registration Statement in respect of the notifications of the parties hereto pursuant to the HSR Act, the applicable waiting period and any extensions thereof shall have become effective under the Securities Act and no stop-order expired or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.terminated;
(e) UCFC and PVFC Opfin shall have received obtained all necessary consents of the written opinion of UCFC’s Counsel, dated the Closing Date, parties to the effect thatWarrant Agreement to the Merger and the transactions contemplated hereby;
(f) ▇▇▇▇▇▇▇▇▇▇▇ & Co., on Inc. and ▇▇▇▇▇▇▇▇▇▇▇ Holdings, Inc. shall have obtained the basis consent of factstheir lenders to the Merger and the transactions contemplated thereby;
(g) PIMCO Partners shall have obtained all necessary consents of the lenders to PIMCO Partners to the Merger and the transactions contemplated hereby;
(h) Opco LP shall have (i) given its written consent to the Merger and the transactions contemplated thereby and (ii) obtained the requisite approval of its partners to certain amendments to its partnership agreement;
(i) the Board of Directors or trustees, representations as applicable, and assumptions set forth in such opinionshareholders of each Opgroup Public Investment Company Client shall have approved a new Advisory Agreement with PIMCO Advisors or its Affiliate, or the Corporate Merger will be treated for federal income tax purposes assignment of its Advisory Agreement, as a reorganization within applicable, pursuant to the meaning provisions of Section 368(a)(1)(A7.2(a); and
(j) The stockholders of TAG shall have given their written consent to the Code. In rendering its opinion, UCFC’s Counsel will require Merger and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantthe transactions contemplated hereby.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC Seller and Home Savings Buyer under this Agreement shall be subject to the satisfaction, or written waiver by the parties Buyer and Seller prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC Seller shall have duly adopted this Agreement by the required voteRequired Seller Vote.
(b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger or the Bank Merger illegal.
(d) The Registration Statement shall have become been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(e) UCFC and PVFC Buyer shall have received all authorizations and approvals necessary to consummate the written opinion Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of UCFC’s Counsel, dated the Closing Date, Buyer to issue Buyer Shares pursuant to the effect that, Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the basis Nasdaq Global Select Market subject to official notice of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantissuance.
Appears in 1 contract
Sources: Merger Agreement (Wesbanco Inc)
Mutual Conditions. The obligations of PVFC, Park View, UCFC Seller and Home Savings Buyer under this Agreement shall be subject to the satisfaction, or written waiver by the parties Buyer and Seller prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC Seller shall have duly adopted this Agreement by the required voteRequired Seller Vote.
(b) The shareholders of Buyer shall have adopted this Agreement by the Required Buyer Vote.
(c) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(cd) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegal.
(de) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(ef) UCFC and PVFC Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the written opinion Merger and the transactions contemplated hereby and no order restraining the ability of UCFC’s Counsel, dated the Closing Date, Buyer to issue Buyer Shares pursuant to the effect that, Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(g) The Buyer Shares to be issued in the Merger shall have been approved for listing on the basis Nasdaq subject to official notice of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Codeissuance. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevant.ARTICLE NINE
Appears in 1 contract
Sources: Merger Agreement (Wesbanco Inc)
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under this Agreement the parties hereto to consummate the Stock Exchange shall be subject to the satisfaction, satisfaction or written waiver by the parties on or prior to the Closing Date, of each Date of the following conditions precedentconditions:
(a) The shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Corporate Merger Stock Exchange shall be have been issued and remain in effect. No Governmental , and no statute, rule or Regulatory Authority of competent jurisdiction regulation shall have enactedbeen enacted by any Governmental Authority which prevents the consummation of the Stock Exchange; provided, issuedhowever, promulgatedthat the parties shall use their reasonable best efforts to cause any such decree, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decreeruling, injunction or other order prohibiting to be vacated or lifted.
(b) All waiting periods (and any extensions thereof) applicable to the consummation of the Stock Exchange under the HSR Act and applicable Mexican law shall have expired or been terminated and the consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegalhereby shall be permitted thereunder.
(c) [This paragraph intentionally left blank.]
(d) The Registration Statement issuance of the Gensia Common Shares to be issued in the Stock Exchange and the other transactions contemplated hereby shall have become effective under been approved by the Securities Act and Gensia Stockholders in the manner required by any Applicable Law.
(e) The Commission shall have approved the Gensia Proxy Statement. On the Closing Date, no stop-stop order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated threatened by the SECCommission or entered by the Commission or any state securities administrator prohibiting the Stock Exchange.
(ef) UCFC and PVFC No Action shall have received be instituted by any Governmental Authority, including under the written opinion HSR Act or the Exon-▇▇▇▇▇▇ Amendment, which seeks to prevent consummation of UCFC’s Counselthe Stock Exchange or seeking material damages in connection with the transactions contemplated hereby which continues to be outstanding; provided, dated however, that the parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted. Should the consent of the competent antitrust authorities not be granted on or before the Closing Date, the parties shall meet in order to review the situation and establish a new Closing Date without any undue delay.
(g) The Shareholder's Agreement shall be in full force and effect that, on and the basis appointment of facts, representations and assumptions set forth directors contemplated therein shall have been made in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantaccordance therewith.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC Exchange and Home Savings Rurban under this Agreement shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC Exchange shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect effect, and all statutory waiting periods in respect thereof shall have expired expired, and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegal.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(e) UCFC The Rurban Shares to be issued in the Merger shall have been approved for listing on Nasdaq, subject to official notice of issuance.
(f) Rurban and PVFC Exchange shall have received the written opinion of UCFC’s Rurban's Counsel, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Rurban's Counsel will require and rely upon customary representations contained in letters from UCFC Rurban and PVFC Exchange that UCFC’s Rurban's Counsel reasonably deems relevant.
Appears in 1 contract
Mutual Conditions. The obligations of PVFC, Park View, UCFC Seller and Home Savings Buyer under this Agreement shall be subject to the satisfaction, or written waiver by the parties Buyer and Seller prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC Seller shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger illegal.
(d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(e) UCFC and PVFC Buyer shall have received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the written opinion Merger and the transactions contemplated hereby and no order restraining the ability of UCFC’s Counsel, dated the Closing Date, Buyer to issue Buyer Shares pursuant to the effect that, Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(f) The Buyer Shares to be issued in the Merger shall have been approved for listing on Nasdaq subject to official notice of issuance.
(g) Each of the basis of facts, representations and assumptions set forth in such opinion, parties shall be satisfied with the Corporate Merger will be treated for federal income tax purposes as a reorganization within deductibility under the meaning provisions of Section 368(a)(1)(A) 280G of the CodeCode of the payments to be made to Robert L. Bollin, Gregory J. Bollin and Jill M. Burke, executive officers of Seller, in connection with the transactions contemplated hereby.
(h) Each of Robert L. Bollin and Gregory J. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ve ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ment ▇▇▇▇▇▇▇▇▇ ▇▇▇h Buyer and/or WB Sub in substantially the form of the employment agreements attached to the Buyer Disclosu▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇.03(h). In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevant.▇▇▇▇▇▇▇ ▇▇▇E
Appears in 1 contract
Sources: Merger Agreement (Wesbanco Inc)
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under this Agreement the parties hereto to consummate the Merger shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each fulfillment of the following conditions precedentconditions:
(a) The shareholders of PVFC and UCFC shall have duly adopted this Agreement by the required vote.
(b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing decree which prevents the consummation of the Corporate Merger shall be have been issued and remain in effect. No Governmental , and no statute, rule or Regulatory Authority of competent jurisdiction regulation shall have enactedbeen enacted by any Governmental Authority which prevents the consummation of the Merger.
(b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all approvals of, issuedor filings with, promulgatedany Governmental Authority required to consummate the transactions contemplated hereby shall have been obtained or made, enforcedother than immaterial approvals and filings, deemed applicable the failure to obtain or entered any statutemake which would have no material adverse effect on ▇▇▇▇▇▇ or Raytheon or, rulefollowing the Effective Time, regulation, judgment, decree, injunction the Surviving Corporation.
(c) All consents or approvals of all persons (other order prohibiting than Governmental Authorities) required for the consummation of the transactions contemplated by this Agreement hereby shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or making approval is not reasonably likely to have, individually or in the Corporate Merger illegalaggregate, a material adverse effect on ▇▇▇▇▇▇ or Raytheon or, following the Effective Time, the Surviving Corporation.
(d) The requisite approval of the stockholders of Raytheon to the Merger shall have been obtained.
(e) The Commission shall have declared the Registration Statement shall have become effective under and the Securities Act Proxy Statement effective. On the Closing Date and at the Effective Time, no stop-stop order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger.
(f) The GM Transactions shall have been initiated consummated in accordance with the terms contemplated by the SECTransaction Agreements.
(eg) UCFC and PVFC The shares of ▇▇▇▇▇▇ Class B Common Stock to be issued pursuant to the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance.
(h) ▇▇▇▇▇▇ shall have received the from ▇▇▇▇▇▇▇, Sachs & Co. a written opinion of UCFC’s Counselconfirmation, dated as of a date within two business days of the Closing Datedate of the first mailing of the Proxy Statement, of its opinion dated January 16, 1997, to the effect thatboards of directors of GM, ▇▇▇▇▇▇ and HEC that on the basis of facts, representations and subject to the assumptions and limitations and other matters set forth in such opiniontherein, the Corporate Aggregate Consideration (as defined therein) is fair to the GM Group (as defined therein) as a whole, together (if requested by ▇▇▇▇▇▇ or Raytheon) with a consent authorizing the use of such opinion in connection with the Registration Statement and Proxy Statement, and such opinion shall not have been withdrawn revoked or modified in an adverse manner.
(i) Raytheon shall have received from Bear, ▇▇▇▇▇▇▇ & Co. Inc. and Credit Suisse First Boston Corporation a written confirmation, dated as of a date within two business days of the date of the first mailing of the Proxy Statement, of its opinion dated January 16, 1997, to Raytheon's board of directors that on the basis of and subject to the assumptions, representations, limitations and other matters set forth therein, the financial terms of the Merger will be treated for federal income tax purposes are fair to the stockholders of Raytheon from a financial point of view (with respect to Bear, ▇▇▇▇▇▇▇ & Co. Inc.) and the Merger Consideration (as defined in the opinion of Credit Suisse First Boston Corporation) is fair to the stockholders of Raytheon from a financial point of view, together with a consent authorizing the use of such opinions in connection with the Registration Statement and Proxy Statement, and such opinions shall not have been withdrawn, revoked or modified in an adverse manner.
(j) Receipt by Raytheon and ▇▇▇▇▇▇, respectively, of the Tax Opinions of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, special counsel to Raytheon, and Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel to ▇▇▇▇▇▇, substantially in the forms attached hereto as Exhibits G and H (or otherwise in form and substance satisfactory to Raytheon or ▇▇▇▇▇▇, respectively), in each case to the effect that the Merger shall qualify as a reorganization within the meaning of Section 368(a)(1)(A) 368 of the Code. In , it being understood that in rendering its opinionthe Tax Opinions, UCFC’s Counsel will require such tax counsel shall be entitled to rely upon, inter alia, representations of officers of Raytheon and rely upon customary representations contained ▇▇▇▇▇▇ substantially in letters from UCFC the form of Exhibits I and PVFC that UCFC’s Counsel reasonably deems relevantJ.
(k) All state securities or blue sky permits or approvals required to carry out the transaction contemplated hereby shall have been received.
Appears in 1 contract
Sources: Merger Agreement (Raytheon Co)
Mutual Conditions. The obligations of PVFC, Park View, UCFC and Home Savings under each party to this Agreement to consummate the Merger shall be subject to the satisfaction, or written waiver by the parties prior to the Closing Date, of each of the following conditions precedentconditions:
(a) The shareholders of PVFC and UCFC No statute, rule, regulation, order, injunction, decree or other Applicable Law shall have duly adopted this Agreement been enacted, entered, issued, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the required vote.Merger pursuant hereto (an "Injunction") and which remains in effect; and no proceeding initiated by any Governmental Authority seeking an Injunction shall be pending;
(b) All consents, waivers, authorizations and approvals of required from all Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement Merger shall have been obtained and shall remain in full force and effect and all statutory waiting periods under Applicable Law in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.terminated;
(c) No temporary restraining orderThe Merger, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of this Agreement and the transactions contemplated hereby shall have been approved by this Agreement or making the Corporate Merger illegal.Commercial shareholders and the Bancorp shareholders, in each case, in the manner required by Applicable Law;
(d) The SEC shall have declared the Registration Statement shall have become effective under effective; and on the Securities Act Closing Date and at the Effective Time, no stop-order or similar restraining stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been initiated or then threatened by the SEC.;
(e) UCFC The shares of Commercial Common Stock, if any, to be issued as Merger Consideration in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance;
(f) Commercial and PVFC Bancorp shall have received a letter, in form and substance reasonably satisfactory to Commercial, from Deloitte & Touche LLP, dated the written date of the Proxy Statement and confirmed in writing at the Effective Time, stating that the Merger will qualify as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board, the interpretive releases issued pursuant thereto and the pronouncements of the SEC thereon; and
(g) Commercial and Bancorp shall have received an opinion of UCFC’s CounselWachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, special counsel to Commercial, or of such other reasonably quali- fied Person as Commercial shall reasonably determine, in form and substance reasonably acceptable to Commercial, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinionopinion which are consistent with the state of facts existing at the Effective Time, (i) the Corporate Merger will be treated for federal income tax purposes as should constitute a reorganization "reorganization" within the meaning of Section 368(a)(1)(A368(a) of the CodeCode and (ii) no gain or loss should be recognized by Bancorp shareholders who receive solely Commercial Common Stock in exchange for shares of Bancorp Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Commercial Common Stock). In rendering its such opinion, UCFC’s Counsel will counsel may require and rely upon customary representations contained in letters from UCFC certificates of officers or Bancorp, Commercial and PVFC that UCFC’s Counsel reasonably deems relevantothers.
Appears in 1 contract
Sources: Reorganization and Merger Agreement (First Colorado Bancorp Inc)
Mutual Conditions. The obligations of PVFC, Park View, UCFC Seller and Home Savings Buyer under this Agreement shall be subject to the satisfaction, or written waiver by the parties Buyer and Seller prior to the Closing Date, of each of the following conditions precedent:
(a) The shareholders of PVFC and UCFC Seller shall have duly adopted this Agreement by the required voteRequired Seller Vote.
(b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, contain any conditions, restrictions or requirements that which would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Corporate Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger or the Bank Merger illegal.
(d) The Registration Statement shall have become been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC.
(e) UCFC and PVFC Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the written opinion Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of UCFC’s Counsel, dated the Closing Date, Buyer to issue Buyer Shares pursuant to the effect that, Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator.
(f) The Buyer Shares to be issued in the Merger shall have been approved for listing on the basis Nasdaq Global Select Market subject to official notice of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevantissuance.
Appears in 1 contract
Sources: Merger Agreement (Wesbanco Inc)