Condition to Each Party’s Obligations. The respective obligation of each party to effect the contributions contemplated by this Agreement and to consummate the other transactions contemplated hereby to occur on the Closing Date is subject to the satisfaction or waiver on or prior to the Closing of the following conditions:
Condition to Each Party’s Obligations. The respective obligation of each party to effect the transactions contemplated by this Merger Agreement to occur on the Merger Closing Date is subject to the satisfaction or waiver on or prior to the Merger Closing of the following conditions:
Condition to Each Party’s Obligations. The obligations of each party to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver of the following conditions:
(i) The requisite consent of the Equity Holders in the Management Company as set forth on Section 3.3(i) of the Disclosure Letter (the “Requisite Consent”) approving the Merger shall have been obtained. This condition may not be waived by any party;
(ii) The Company’s registration statement on Form S-11 to be filed after the date hereof with the Securities and Exchange Commission (the “SEC”) shall have become effective under the Securities Act of 1933, as amended (the “Act”). This condition may not be waived by any party;
(iii) The Company’s registration statement on Form S-11 shall not be the subject of any stop order or proceeding by the SEC seeking a stop order;
(iv) The Company shall have received, substantially concurrently with the Closing hereunder, the gross proceeds from the IPO less total Underwriting Discount. This condition may not be waived by any party;
(v) The delivery of a final fairness opinion and appraisal (the “Appraisal”) by Duff & Xxxxxx as described in the draft Consent Solicitation;
(vi) All necessary consents and approvals of Governmental Authorities or third parties for the Management Company to consummate the transactions contemplated hereby (except for those the absence of which would not have a material adverse effect on the ability of the Management Company to consummate the transactions contemplated by this Agreement) shall have been obtained;
(vii) No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, issued, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority that prohibits the consummation of the transactions contemplated hereby (which condition may not be waived by any party), nor shall any proceeding brought by a Governmental Authority of competent jurisdiction be pending that seeks the foregoing;
(viii) The closing of the contributions with respect to Empire State Building Associates L.L.C. and Empire State Building Company L.L.C. pursuant to the Formation Transactions shall have occurred; and
(ix) The IPO Closing shall have occurred simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the IPO Closing) and the Class A Common Stock shall have been approved for listing o...
Condition to Each Party’s Obligations. The respective obligations of each party to effect the contribution of the Contributed Interests and the issuance of the OP Units contemplated by this Agreement, and to consummate the other transactions contemplated hereby, is subject to the satisfaction or, if applicable, waiver, on or prior to the effective time, of the following conditions:
Condition to Each Party’s Obligations. The obligations of each party to effect the transactions with respect to each Contribution of a Contributed Interest contemplated hereby shall be subject to the satisfaction or waiver of the following conditions:
(i) No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, issued, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority that prohibits the consummation of the transactions with respect to such Contribution contemplated hereby (which condition may not be waived by any party), nor shall any proceeding brought by a Governmental Authority of competent jurisdiction be pending that seeks the foregoing;
(ii) The IPO Closing shall have occurred simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the IPO Closing) and the Class A Common Stock and OP Units shall have been approved for listing on the New York Stock Exchange or another national securities exchange, subject only to official notice of issuance. This condition may not be waived by any party; and
(iii) With respect to each REIT Contributing Entity in which a Contributor owns (directly or indirectly) a Participation Interest, the closing of such REIT Contributing Entity’s participation in the Consolidation Transaction pursuant to its Contribution Agreement shall have occurred.
Condition to Each Party’s Obligations. Each Party's obligations under this Agreement are subject to the prior execution of this Agreement by the following persons:
a. each member of the Foamex Group;
b. each Significant Equityholder;
c. each Supporting Secured Noteholder;
d. the Ad Hoc Committee (by its counsel), and
e. the Senior Secured Notes Indenture Trustee. In no event shall this Agreement be effective with respect to any Party until the conditions set forth in this Section 7 are satisfied.
Condition to Each Party’s Obligations. The obligation ------------------------------------- of the Purchaser and each Seller to consummate the transactions contemplated by this Agreement shall be subject to the consummation of the merger (the "Merger") of E-
Condition to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to this Agreement and the Merger having received the Requisite Stockholder Approval.
Condition to Each Party’s Obligations. The respective obligations of each Party to consummate the Transactions shall be subject to the satisfaction (or waiver in writing by both Buyer and Seller), at or prior to the Closing, of the following conditions:
(a) the Nobilo Approval shall have been obtained; and
(b) the transactions contemplated by the Amended and Restated APA shall have been consummated, or are ready to be consummated substantially concurrently with the Closing in accordance with the terms of the Amended and Restated APA.
Condition to Each Party’s Obligations. The respective obligations of each party to consummate the Reorganization are subject to the satisfaction or waiver (to the extent permitted by Law) by Parent, MOR and the Equityholders at or prior to the Closing of the following condition: No applicable Law and no Order, preliminary, temporary or permanent, or other legal restraint or prohibition and no action, proceeding, binding order, decree or determination by any Governmental Entity shall be in effect that prevents, enjoins, makes illegal or prohibits the consummation of the Reorganization.
