Conditions of All Parties to Closing Sample Clauses

Conditions of All Parties to Closing. The respective obligations of each Party hereunder to consummate the Sale shall be subject to the fulfillment (or, if legally permissible, mutual waiver by Sellers and Purchaser), prior to or at the Closing, of the following condition:
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Conditions of All Parties to Closing. The respective obligations of each Party to sell and purchase the Transferred Shares and to consummate the transactions contemplated hereby are subject to the satisfaction or waiver, prior to or at the Closing, of each of the following conditions:
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Conditions of All Parties to Closing. The respective obligations of each Party hereunder to consummate the transactions contemplated hereby shall be subject to the fulfillment (or, if legally permissible, mutual waiver by Parent and Purchaser), prior to or at the Closing, of the following conditions: (a) Xxxx-Xxxxx-Xxxxxx. Any applicable waiting period under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated.
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Conditions of All Parties to Closing. The respective obligations of each Party hereunder to consummate the transactions contemplated hereby shall be subject to the fulfillment (or, if legally permissible, mutual waiver by Seller and Purchaser), prior to or at the Closing, of the following conditions: (a)Regulatory Approvals. The regulatory approvals set forth in Section 7.1(a) of the Disclosure Letter shall have been received and shall be in full force and effect.
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Conditions of All Parties to Closing. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefitted thereby, to the extent permitted by applicable Law:
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Conditions of All Parties to Closing. For the benefit of both Seller and the Purchasing Parties, the respective obligations of each Party to consummate the transactions contemplated hereby shall be subject to the fulfillment or waiver (in the sole discretion of Seller, on the one hand, and in the sole discretion of Parent, on behalf of the Purchasing Parties, on the other hand), at or prior to the Closing Date, of the following conditions: (a) The transactions provided by Section 2.1, Section 2.2 and Section 2.3 shall have been completed. (b) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which remains in effect that, in each case, prohibits consummation of the transactions contemplated by this Agreement.
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Conditions of All Parties to Closing. The obligations of SLT, Sub and SIS to effect the Merger shall be, unless waived, subject to and conditioned upon satisfaction at or prior to the Effective Date of each of the following conditions: (a) The Boards of Directors of SIS and SLT, and the shareholders of SIS, shall have duly approved this Agreement and the Merger in accordance with Alabama and Delaware law and their respective Certificates of Incorporation and Bylaws. (b) A Certificate of Merger or the Merger Agreement and Officers' Certificates shall have been filed with the Secretary of States of the States of Delaware and Alabama. (c) Any and all consents to the consummation of the transactions contemplated by this Agreement required from third parties relating to contracts, licenses, leases and other instruments, material to the respective businesses of SLT and SIS shall have been obtained. (d) No temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the Merger shall have been issued by any federal or state court and remain in effect, and no litigation seeking the issuance of such an order or injunction, or seeking the imposition against SLT, the Surviving Corporation or SIS of substantial damages if the Merger is consummated, shall be pending which, in the good faith judgment of the Board of Directors of SLT or SIS (acting upon advice of their respective outside counsel) has a reasonable probability of resulting in such order, injunction or damages. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such order or injunction lifted. (e) No statute, rule or regulation shall have been enacted by the government of the United States or any state or agency thereof which would make the consummation of the Merger illegal. (f) There shall be no pending or threatened litigation against either SLT or SIS or against their officers or directors which may have a material adverse effect on SLT or the Surviving Corporation after the Merger.
Sample 1
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Related to Conditions of All Parties to Closing

  • Conditions to Obligations of All Parties The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

  • Conditions Precedent to the Obligations of Sellers The obligations of Sellers to consummate the Transactions are also subject to the satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by the Seller Representative in writing: (a) Each representation and warranty of Buyer contained in this Agreement shall, if specifically qualified by materiality or Material Adverse Effect, be true and correct in all respects and, if not so qualified, be true and correct in all material respects, in each case as of the date of this Agreement and on and as of the Closing Date, as though made on and as of such date (other than those representations and warranties made as of a specific date, which shall be true and correct or true and correct in all material respects, as the case may be, as of such date). (b) Buyer shall have performed in all material respects all of its obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement shall to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to obligations and agreements that are qualified by materiality, Buyer shall have performed such obligations and agreements, as so qualified, in all respects. (c) Buyer shall have delivered to Seller a certificate, dated the Closing Date, signed by a duly authorized officer of Buyer certifying as to (i) the fulfillment of the conditions specified in Sections 8.2(a) and (b), and (ii) the incumbency of each Person having authority to execute and deliver this Agreement and the Transaction Documents to which Buyer is party. (d) There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Authority, and there shall be no action, suit or proceeding pending or threatened, which: (i) makes or may make any Transaction Document or any of the Transactions illegal, or imposes or may impose material damages or penalties in connection therewith; or (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the Transactions. (e) Since the date hereof, nothing shall have occurred, and Sellers shall not have become aware of any circumstance, change or event having occurred prior to such date, which individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect on the consummation of the Transactions. (f) Since the date hereof, there shall not have been any Material Adverse Effect on Buyer, or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the Transactions.

  • Conditions to All Parties’ Obligations Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Conditions Precedent to the Obligations of Seller The obligations of Seller under this Agreement are subject to the each of the following conditions being met:

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