Conditions of Merger. 14 SECTION 5.1 Conditions to Obligation of Each Party to Effect the Merger 14 SECTION 5.2 Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger ..................................... 15 SECTION 5.3 Additional Conditions to Obligation of the Company to Effect the Merger ............................................... 16 ARTICLE VI
Conditions of Merger. Section 7.1. Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment of all of the following conditions precedent at or prior to the Effective Time:
Conditions of Merger. SECTION 7.01 Conditions to Obligation of Each Party to Effect the Merger 48 SECTION 7.02 Additional Conditions to Obligations of Associated 49 SECTION 7.03 Additional Conditions to Obligations of the Company 51 SECTION 8.01 Termination 53 SECTION 8.02 Effect of Termination 56 SECTION 8.03 Amendment 57 SECTION 8.04 Waiver 58
Conditions of Merger. 39 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger................................................. .. 39 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER...................... 39 SECTION 8.1 Termination............................................ .. 39 SECTION 8.2 Effect of Termination.................................... 41 SECTION 8.3 Fees and Expenses........................................ 42 SECTION 8.4 Amendment.............................................. .. 42 SECTION 8.5 Waiver................................................. .. 42 Page ARTICLE IX
Conditions of Merger. Section 7.1: Conditions to Obligation of Each Party to Effect the Merger.... 36
Conditions of Merger. Section 6.1. Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of the following conditions, except, to the extent permitted by applicable law, that such conditions may be waived in writing by the joint action of the parties hereto:
(a) This Agreement shall have been approved by the requisite vote of the holders of the outstanding shares of Company Common Stock. The Merger shall have been approved by the requisite vote of the holders of the outstanding shares of Parent Common Stock.
(b) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction prohibiting, restraining, or enjoining the consummation of the Merger; provided, however, that each of the parties shall have used all reasonable efforts to cause any such statute, rule, regulation, executive order, decree, ruling, injunction or order to be lifted or vacated or to appeal such ruling, injunction or order as promptly as possible.
(c) All applicable waiting periods under the HSR Act shall have terminated or expired.
(d) The Form S-4 and any required post-effective amendment thereto shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and all necessary approvals and permits under material "blue sky" and other state securities laws applicable to the registration of the Parent Common Stock to be exchanged for Company Common Stock shall have been obtained.
(e) The shares of Parent Common Stock issuable to the holders of Company Common Stock pursuant to this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance.
(f) All consents, authorizations, orders, permits and approvals of (or registrations, declarations or filings with) any Governmental Authority in connection with the execution, delivery and performance of this Agreement shall have been obtained or made and shall have become Final Orders, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except when the failure to have obtained or made any such consent, authorization, order, permit, approval, registration, declaration...
Conditions of Merger. SECTION 3.1
Conditions of Merger. Conditions to Each Party’s Obligation to Effect the Merger 46 SECTION 6.2. Additional Conditions to Obligation of the Company to Effect the Merger 46 SECTION 6.3. Additional Conditions to Obligations of Purchaser and Merger Sub to Effect the Merger 46 SECTION 7.1. Termination by Mutual Agreement 47 SECTION 7.2. Termination by Either the Purchaser or the Company 47 SECTION 7.3. Termination by the Company 48 SECTION 7.4. Termination by the Purchaser 48 SECTION 7.5. Effect of Termination 48 SECTION 7.6. Amendment 49 SECTION 7.7. Waiver 50
Conditions of Merger. 35 SECTION 6.1 Conditions to Obligation of Each Party to Effect the Merger . . . . . . . . . . . . . . . . 35 SECTION 6.2 Conditions to Obligations of Parent and Sub . . . 36 SECTION 6.3 Conditions to Obligations of the Company . . . . 37
Conditions of Merger. Conditions to Obligation of Each Party to Effect the Merger.................................. 35 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER
