Conditions of Each Party’s Obligation to Close Sample Clauses

Conditions of Each Party’s Obligation to Close. The respective obligations of each party to consummate the transactions contemplated hereby are subject to the satisfaction or waiver (to the extent permitted by applicable Law) by each party of the following conditions precedent on or before the Closing Date:
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Conditions of Each Party’s Obligation to Close. The obligation of the parties hereto to consummate the Transactions shall be subject to the fulfillment, at or before the Closing, of the conditions set forth below in this Section 7.1. The parties hereto may mutually agree to waive any or all of these conditions. (a) All Required Regulatory Approvals shall have been obtained, and any applicable waiting periods in connection therewith shall have expired or been terminated, without the imposition of any Burdensome Condition. (b) There shall be no Applicable Law of any nature of any Authority that is in effect that prohibits the consummation of the Merger or the VAB Purchase. (c) The Agreement shall have been approved and adopted by the Company Stockholders in accordance with the DGCL.
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Conditions of Each Party’s Obligation to Close. The obligation of the parties to consummate the Contemplated Transactions shall be subject to the fulfillment, at or before the Closing, of the conditions set forth below in this Section 7.1. The parties may mutually agree to waive in writing any or all of these conditions. (a) All Required Regulatory Approvals shall have been obtained and shall be in full force and effect as of the Closing, and any applicable waiting periods in connection therewith shall have expired or been terminated. (b) There shall be no Applicable Law of any nature of any Authority that is in effect that prohibits the consummation of the Contemplated Transactions. (c) The Contemplated Transactions shall have been approved and adopted by the Shareholders in accordance with the IBCA, and such approval and adoption shall be in full force and effect as of the Closing. (d) There shall not be pending or threatened in writing any Action by any Authority under any Applicable Law seeking to enjoin or otherwise prevent the consummation of the Contemplated Transactions.
Sample 1
Conditions of Each Party’s Obligation to Close. The obligation of the parties hereto to consummate the transactions contemplated hereby shall be subject to the fulfillment, at or before Closing, of the conditions set forth below in this Section 6.1. The parties hereto may mutually agree to waive any or all of these conditions. (a) Without prejudice to Buyer's obligations in Section 5.6, it being established that it is not the intention of the European Commission, pursuant to Council Regulation (EC) 139/2004, to initiate proceedings under Article 6(1)(c) or make a referral to a competent authority of the United Kingdom or another member state of the European Union or EFTA under Article 9(1) in respect of the proposed acquisition. (b) All required filings having been made and all or any applicable waiting and other time periods (including extensions thereto) under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and xxx xxxxxxxxxxx thereunder having expired, lapsed or been terminated as appropriate in respect of the proposed acquisition. (c) Without prejudice to Buyer's obligations in Section 5.6, in the event that the UK Secretary of State serves a European intervention notice under Section 67(2) of the UK Enterprise Act 2002 (the "2002 ACT") the Secretary of State not making a referenxx xx xxe UK Competition Commission under Section 67 of the 2002 Act in respect of the proposed acquisition. (d) All authorizations, orders, grants, consents, clearances, licenses, permissions and approvals from the relevant competition authorities of Governmental Entities in any jurisdiction necessary for, or in respect of, the proposed acquisition being obtained, except where the failure to obtain such authorizations, orders, grants, consents, clearances, licenses, permissions and approvals would not reasonably be expected to have a Company Material Adverse Effect. (e) As of the Closing Date, without prejudice to Buyer's obligations in Section 5.6, there shall be no statute, regulation, injunction, restraining order or decree of any nature of any court or governmental agency or body of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement. (f) All of the conditions precedent set forth in the Asset Purchase Agreement shall been satisfied or waived (in accordance with the Asset Purchase Agreement) save for those for which Closing is necessary. (g) The approval of the transactions contemplated hereby under th...
Sample 1
Conditions of Each Party’s Obligation to Close. The obligation of the parties to consummate the Merger shall be subject to the fulfillment, at or before the Closing, of the conditions set forth below in this Section 6.01. The parties may mutually agree to waive in writing any or all of these conditions. (a) All Consents under the HSR Act shall have been obtained and shall be in full force and effect as of the Closing, or any applicable waiting periods in connection therewith shall have expired or been terminated. (b) No Order (whether temporary, preliminary or permanent in nature) issued by any court of competent jurisdiction or other restraint or prohibition of any Authority shall be in effect, and no Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any Authority that, in any case, prohibits or makes illegal the consummation of the Merger. (c) The Requisite Company Vote shall have been obtained and shall be in full force and effect as of the Closing. (d) There shall not be instituted, pending or threatened in writing immediately prior to the Closing any Legal Action by any Authority against Parent, Merger Sub or the Company (i) challenging the acquisition by Merger Sub of any Shares or seeking to restrain or prohibit the making or consummation of the Merger or the consummation of any of the other transactions contemplated by the Agreement, (ii) seeking to impose material limitations on the ability of Merger Sub (or Parent on Merger Sub’s behalf), or render Merger Sub unable, to accept for payment, pay for or purchase any or all of the Shares pursuant to the Merger, or (iii) relating to the Merger or any of the other transactions contemplated by the Agreement and seeking to obtain from Parent, Merger Sub or the Company any damages or other relief that would be material to Parent, Merger Sub or the Company, except any Legal Action contemplated by Section 2.03.
Sample 1
Conditions of Each Party’s Obligation to Close. The obligation of the parties hereto to consummate the transactions contemplated hereby shall be subject to the fulfillment, at or before the Closing, of the conditions set forth below in this Section 7.1. The parties hereto may mutually agree to waive any or all of these conditions. (a) All consents, authorizations, orders and approvals of, and filings and registrations with, any Governmental Entity that are required in connection with the execution and delivery of this Agreement and the consummation by each party hereto of the transactions contemplated on its part hereby, shall have been obtained or made, and the waiting period pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated. (b) As of the Closing Date, there shall be no statute, regulation, injunction, restraining order or decree of any nature of any court or governmental agency or body of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement. (c) JX Xxxxxx Chase Bank shall have consented to the transactions contemplated herein as required by that certain Credit, Security and Pledge Agreement, dated as of December 31, 2001, as amended, by and among Crown Media Holdings, Inc., its Subsidiaries named therein, the lenders named therein and The Chase Manhattan Bank (now known as JPMorgan Chase Bank, as administrative agent and issuing bank).
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Related to Conditions of Each Party’s Obligation to Close

  • Conditions to Each Party’s Obligation The respective obligation of each party to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver, on or prior to the Closing Date, of the following conditions:

  • Conditions to Each Party’s Obligations The obligations of each Party to consummate the Merger and the other transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and the Purchaser of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • Conditions Precedent to Seller’s Obligations The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

  • Conditions to Buyer’s Obligation to Close Buyer’s obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • Conditions to Each Party’s Obligation to Effect the Merger The respective obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE Purchaser's obligation to purchase the Shares and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):

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