Conditions to Obligations of Each Party to Effect the Merger Clause Samples

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of the Company, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction, at or prior to the Effective Time, any of which may be waived, in writing, by the Company, Parent and Merger Sub, of the following conditions:

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability or obligation to any Person):

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) the Registration Statement shall have become effective under the Securities Act and no stop order with respect to the Registration Statement shall have been issued; (b) all consents, authorizations, orders or approvals of the California Department and any other governmental commission, board or other regulatory body that the parties mutually agree are essential to effect the Merger and for New Insurer to conduct the business of New Insurer and the Company in substantially the same matter as now conducted shall have been received; (c) this Plan and the Merger shall have been approved and adopted by the requisite vote or consent of the Eligible Members of the Company required by California Corporations Law and California Insurance Law, by the requisite vote or consent of the shareholders of New Insurer required by California Corporations Law; and by the requisite vote or consent of the stockholder of Holdings; (d) the Company shall have received either a private letter ruling from the Internal Revenue Service, or an opinion from a law firm of recognized standing, to the effect that for Federal income tax purposes, the Eligible Members generally will recognize no gain or loss on the exchange of their Membership Interests for shares of Common Stock pursuant to the Merger; (e) the Company shall have contributed, for no consideration, all of the outstanding shares of Common Stock of New Insurer to Holdings; (f) no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority shall be in effect, which would prevent the consummation of the Merger or make the consummation of the Merger illegal; and (g) prior to the Effective Time, the Company and Holdings shall have received from an investment banking firm of recognized standing an opinion that the exchange of the aggregate Membership Interests for the Merger Shares and the cash in lieu of fractional shares to be paid to the Eligible Members in the Merger in the aggregate is fair, from a financial point of view, to the Eligible Members as a group. ARTICLE VIII TERMINATION 8.1

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the transactions contemplated hereby will be subject to the satisfaction at or prior to the Closing of the following conditions: (a) No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or Governmental or Regulatory Authority or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect; nor shall there be any action taken, or any Law or Order enacted, entered, enforced or deemed applicable to the transactions contemplated hereby or the other transactions contemplated by the terms of the Agreement that would prohibit the consummation of the transactions contemplated hereby or which would permit consummation of the transactions contemplated hereby only if certain divestitures were made or if Parent and Merger Sub were to agree to limitations on its business activities or operations.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to effect the Merger and to consummate the other transactions contemplated hereby will be subject to the fulfillment at or prior to the Closing of the following conditions: (a) The Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of Marshalltown as required by law, and by any applicable provisions of its certificate of incorporation and by-laws. (b) The Merger and the other transactions contemplated hereby shall have been approved by the OTS and any other regulatory authority without any condition, in the reasonable opinion of HMN, unduly burdensome to HMN, all conditions required to be satisfied prior to the Effective Time imposed by the terms of such approvals shall have been satisfied and all waiting period relating to such approvals shall have expired. (c) No order shall have been entered and remain in effect in any action or proceeding before any foreign, Federal or state court or governmental agency or other foreign, Federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Merger. (d) There shall have been obtained such other permits, consents and approvals of bank, thrift, insurance or securities commissions or agencies of any jurisdiction and of other governmental bodies or agencies that may reasonably be deemed necessary so that the consummation of the Merger and the other transactions contemplated hereby will be in compliance with applicable laws, without any condition, in the reasonable opinion of HMN, unduly burdensome to HMN.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of Parent and the Company to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions:

Conditions to Obligations of Each Party to Effect the Merger. The obligations of Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) if required by the DGCL, this Agreement and the Merger shall have been approved and adopted by the stockholders of Company; (b) Merger Sub shall have accepted for exchange and exchanged all of the Shares tendered pursuant to the Offer and Merger Sub shall have delivered the Merger Consideration to the holders of the Shares tendered; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (e) the Registration Statement or the Post-Effective Amendment, as the case may be, shall have been declared effective and no stop order suspending effectiveness shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (f) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NASDAQ National Market System, subject to official notice of issuance.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Closing of the following conditions: (a) there shall not be pending by or before any court or other governmental body an order or injunction restraining or prohibiting the transactions contemplated hereby; and (b) no party hereto shall have terminated this Agreement as permitted herein.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect; and there shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger, which makes the consummation of the Merger illegal.