Condition to the Merger. The consummation of the Merger and the other transactions herein provided is subject to receipt prior to the Effective Time of the requisite approval of the Merger by the Board of Directors of Arizona pursuant to the Arizona Business Corporation Act.
Condition to the Merger. The Merger shall have been duly authorized by both the Corporation and the LLC prior to the filing of the certificates set forth in section 1.1 above effecting the Merger.
Condition to the Merger. The Company shall not complete the Merger (as defined in the Debentures) unless the following conditions shall have been satisfied:
(a) no later than the third Business Day prior to the anticipated Effective Time (as defined in the Merger Agreement) (the “Pre-Merger Date”), the Company shall deliver or cause to be delivered to each Purchaser a certificate, dated as of the Pre-Merger Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying that (i) the representations and warranties of the Company contained in any Transaction Document shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made, on the Pre-Merger Date and as of the date of the Effective Time (the “Merger Date”) (unless as of a specific date therein in which case they shall be accurate as of such date), (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Pre-Merger Date have been performed, (iii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Merger Date are expected to have been performed, (iv) there have been no Material Adverse Effect with respect to the Company since the date of this Agreement and (v) no Event of Default (as defined in the Debentures) and no event or condition that constitutes an Event of Default (as defined in the Debentures) or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (as defined in the Debentures) shall have occurred and be continuing as of the Pre-Merger Date and the Merger Date and would not occur as a result of the transactions to occur on the Merger Date;
(b) on the Merger Date, the Company shall deliver or cause to be delivered to each Purchaser a certificate, dated as of the Merger Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying that (i) the representations and warranties of the Company contained in any Transaction Document shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Merger Date (unless as of a specific date therein in which case they shall be accurate as of such date), (ii) all obligations, covenants and agreements of the Company requi...
Condition to the Merger. The obligation of each party to consummate the transactions to be performed by it pursuant to this Agreement is subject to the satisfaction of all applicable material regulatory approvals.
Condition to the Merger. The consummation of the Merger shall be subject to the execution and delivery of the underwriting agreement to be entered into in connection with the Offering by and among Accuro Healthcare, certain selling stockholders of Accuro Healthcare, and such investment banking or other firm or firms as may agree to become parties thereto.
Condition to the Merger. In order for the Merger to be effective, the Merger shall have received the requisite approval of the holders of Sub Common Stock and TGI Common Stock pursuant to the DGCL.
Condition to the Merger. Subject to and in reliance upon compliance with the provisions of the proviso of this sentence, the following sentence and Section 20 of the Clarification of Anschutz Shareholders Agreement and Anschutz/Spinco Shareholders Agreement being executed concurrently herewith, the parties agree that the condition to the Merger set forth in Section 6.2(d) of the Merger Agreement was not intended by the parties to, and does not, extend to any waiting period pursuant to the HSR Act applicable to the acquisition by the Anschutz Holders of Parent Common Stock pursuant to the Merger; provided, however, that, if all waiting periods applicable under the HSR Act to the acquisition by the Anschutz Holders of Parent Common Stock pursuant to the Merger shall not have expired or been terminated at the time of the Merger, the Anschutz Holders will take appropriate action, and Parent and the Company will coop- erate with Anschutz Holders, to enable the Merger to close without delay and without violation of the HSR Act, including, for example, by entering into an appropriate escrow agreement or other arrangement pending divestiture or completion of HSR Act review. Each of the parties hereto agrees to use its best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable, whether under applicable laws and regulations or otherwise, to cause all applicable waiting periods under the HSR Act to expire or terminate with respect to the acquisition by the Anschutz Holders of Parent Common Stock pursuant to the Merger; provided, however, that none of the parties hereto or their subsidiaries shall be required to take any action that would be materially harmful to their businesses, assets, operations, financial condition or results of operations.
Condition to the Merger. It shall be a condition precedent to the obligations of the Company and Merger Sub to effect the Merger that the Investment and the Debt Financing (or Alternative Financing, as the case may be) shall have been consummated.
Condition to the Merger. The consummation of the Merger and the other transactions herein provided is subject
Condition to the Merger. The LLC and the Company shall not consummate the Merger unless and until there shall have occurred, or be occurring concurrently with the Merger, the closing of the purchase of capital stock of the Company by the underwriter or underwriters for the IPO in accordance with the terms of the applicable underwriting agreement or agreements. The LLC and the Company agree that the foregoing condition shall not be waived.
