Conditions of All Parties. The obligation of each of the Parties to consummate the transactions contemplated hereby is subject to the satisfaction or waiver by such Party on or before the Closing, of the following conditions precedent:
Conditions of All Parties. The obligations of each of the Parties hereto to consummate the Company Merger are subject to the satisfaction of the following conditions at or prior to the Closing:
(a) This Agreement and the Company Merger shall have been duly approved by the shareholders of Old Florida and the issuance of Bancshares Common Stock in connection with the Company Merger shall have been duly approved by the shareholders of Bancshares.
(b) The Registration Statement shall have become effective prior to the mailing of the Proxy Statement, no stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceedings for that purpose shall have been instituted or, to the knowledge of any Party, shall be contemplated, and Bancshares shall have received all state securities laws permits and authorizations necessary to consummate the transactions contemplated hereby.
(c) No action or proceeding shall have been threatened or instituted before a court or other governmental body to restrain or prohibit the transactions contemplated by this Agreement, or to obtain damages or other relief in connection with the execution of such agreements, or the consummation of the transactions contemplated hereby or thereby; and no governmental agency shall have given notice to any Party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law, or that it intends to commence proceedings to restrain consummation of the Mergers.
(d) All statutory requirements for the valid consummation of the transactions contemplated by this Agreement shall have been fulfilled; all appropriate orders, consents and approvals from all regulatory agencies and other governmental authorities whose order, consent or approval is required by law for the consummation of the transactions contemplated by this Agreement shall have been received; and the terms of all requisite orders, consents and approvals shall then permit the effectuation of the Mergers without imposing any material conditions with respect thereto except for any such conditions that are acceptable to Bancshares.
(e) Bancshares and Old Florida shall have received a written opinion from Xxxxx & Xxxxxxxxx, P.A. customary in scope and opining to the matters set forth on Exhibit 6.01(e), subject to customary qualifications, limitations and assumptions (the “Tax Opinion”), dated the date of the Effective Time.
(f) Bancshares shall have offered seats on its ...
Conditions of All Parties. The parties’ obligations to effect the Merger are subject to the following conditions:
Conditions of All Parties. The obligations of each of the parties hereto to consummate the Exchange are subject to the satisfaction of the following conditions at or prior to the Closing:
Conditions of All Parties. The obligations of each of the parties hereto to consummate the Mergers are subject to the satisfaction of the following conditions at or prior to the Closing:
Conditions of All Parties. The parties shall have no obligation to close the transaction unless the following conditions have been fulfilled or, if permitted the law, have been waived by each party:
(a) All regulatory approvals required by applicable merger control laws or otherwise for closing the transactions provided for in these Terms and Conditions of Sale shall have been received, and any waiting periods shall have expired or ended early.
(b) No court or administrative proceedings shall be pending, and no judgments or orders shall have been issued which may bar or prevent any of the transactions provided for in these Terms and Conditions of Sale or which may substantially interfere with the closing.
Conditions of All Parties. 22 Section 5.2 Conditions of Each Party. 24
Conditions of All Parties. The obligations of each party to this Agreement to effect the Transactions shall be subject to the fulfillment of the following conditions: NO INJUNCTION. No order or other legal restraint or prohibition that would prevent or have the effect of preventing the consummation of the Transactions shall be in effect; PROVIDED, HOWEVER, that no party hereto may invoke this condition unless such party shall have complied fully with its obligations under Section 4.1 and, in addition, shall have used all reasonable efforts to have any such order vacated. GOVERNMENTAL APPROVALS. Other than regulatory approvals that, if not obtained, would not have a Material Adverse Effect on the affected party, all necessary regulatory filings and approvals shall have been made and obtained and be in full force and effect, after giving effect to the Transactions with respect to the Closing, including as required by the Mexican Federal Commission of Economic Competence. THIRD PARTY CONSENTS. The applicable party shall have received all requisite consents of third Persons necessary for the consummation of the Transactions with respect to the Closing.
Conditions of All Parties. The obligations of each Party to consummate the transactions contemplated hereby are subject to compliance with applicable state and federal securities laws, including the availability of an exemption of registration in connection with Purchaser’s issuance of the Exchange Shares to Seller.
Conditions of All Parties. The obligation of each of the Parties to consummate the transactions contemplated hereby is subject to the satisfaction or waiver by such Party on or before the Closing, of the following conditions precedent:
(a) Injunction. No preliminary or permanent injunction or other order shall have been issued by any court or by any Governmental Entity that prohibits the consummation of the transactions contemplated by this Agreement and the other Related Documents and which is in effect on the Closing Date.
