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 parties’ obligations to effect the Merger are subject to the following conditions:
Conditions of All Parties. (a) All Required Governmental Approvals for the transactions contemplated by this Agreement shall have been obtained without the imposition of any conditions that would have a Material Adverse Effect. All such Required Governmental Approvals shall be in effect, and no actions, suits, hearings, arbitrations or proceedings (public or private) (collectively, "Proceedings") shall have been instituted or threatened by any Governmental Authority against Seller or Purchaser (or any of their Affiliates) with respect thereto as to which there is a material risk of a determination that would terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Governmental Approval; all applicable waiting periods with respect to such Required Governmental Approvals shall have expired; and all conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals to be satisfied on or prior to the Closing shall have been satisfied allowing all such Required Governmental Approvals to be and to remain in full force and effect assuming continued compliance with the terms thereof after the Closing.
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:
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 respective obligations of the Parties to consummate the Contemplated Transactions are subject to the satisfaction or waiver by Buyer and the Shareholder Representative, as applicable, at or prior to the Closing of the following conditions:
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:
Conditions of All Parties. (a) All Required Governmental Approvals for the transaction contemplated by this Agreement shall have been obtained without the imposition of any conditions that would have a Material Adverse Effect. All such Required Governmental Approvals shall be in effect, and no actions, suits, hearings, arbitrations or proceedings (public or private) (collectively, "Proceedings") shall have been instituted or threatened by any Governmental Authority against Seller or Purchaser (or any of their Affiliates) with respect thereto as to which there is a material risk of a determination that would terminate the effectiveness of, or otherwise materially and adversely modify the terms of, any such Required Governmental Approval; all applicable waiting periods with respect to such Required Governmental Approvals shall have expired; and all conditions and requirements prescribed by Applicable Law or by such Required Governmental Approvals to be satisfied on or prior to the Closing shall have been satisfied allowing all such Required Governmental Approvals to be and to remain in full force and effect assuming continued compliance with the terms thereof after the Closing. (b) The Required Contractual Consents shall have been obtained without the imposition of any conditions that would have a Material Adverse Effect. All such Required Contractual Consents shall be in full force and effect and no Proceeding shall have been instituted or threatened with respect thereto that would have a Material Adverse Effect. All conditions and requirements prescribed by any required Contractual Consent (or any such other consent) to be satisfied on or prior to the Closing Date shall have been satisfied in all material respects. (c) The transaction contemplated by this Agreement and the consummation of the Closing shall not violate any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the consummation of the transaction contemplated hereby shall be in effect, and there shall be no pending or threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority) or by any other Person challenging or in any manner seeking to restrict or prohibit the consummation of the transaction contemplated hereby.
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. 22 Section 5.2 Conditions of Each Party. 24
