CONDITIONS OF THE MERGER. Completion of the Merger is subject to the satisfaction of the following conditions:
CONDITIONS OF THE MERGER. SECTION 7.01. Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part to the extent permitted by applicable law:
CONDITIONS OF THE MERGER. Section 9.1. Conditions to Obligations of Each Party............... 36 ARTICLE X.
CONDITIONS OF THE MERGER. Conditions to Each Party’s Obligations to Effect the Charter Amendment and the Merger 80 Section 7.2 Conditions to the Obligations of Parent and Merger Sub 80 Section 7.3 Conditions to the Company’s Obligations to Effect the Merger 81
CONDITIONS OF THE MERGER. 37 6.1 Conditions to Obligations of Each Party to................... 37 Effect the Merger 6.2 Additional Conditions to Obligations of DSNC................. 38 6.3 Additional Conditions to the Obligations of.................. 39 Alydaar and Merger Sub ARTICLE VII TERMINATION, AMENDMENT AND WAIVER................................. 40 7.1 Termination.................................................. 40
CONDITIONS OF THE MERGER. Section 8.1. Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub hereunder to consummate the Merger and to take the actions contemplated by Section 2.1 hereof are subject to the satisfaction or waiver, at or prior to the Effective Time, of each of the following conditions:
CONDITIONS OF THE MERGER. 47 7.1 Conditions to Obligations of Each Party to Effect the Merger................. 47 7.2 Conditions to the Obligations of Parent and Sub.............................. 48 7.3 Conditions to Obligations of the Company and Stockholders.................... 49
CONDITIONS OF THE MERGER. The obligations of Forian and Helix to complete the merger depend on a number of conditions being satisfied or waived. These conditions include: • Helix stockholders’ approval of the merger agreement; • The effectiveness of the registration statement filed on Form S-4 of which this proxy statement/prospectus is a part and no stop order suspending the effectiveness thereof will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC; • Forian will have received all state securities or ‘‘blue sky’’ permits and other authorizations necessary to issue the Forian common stock in the merger; • The shares of Forian to be issued to the holders of Helix common stock upon consummation of the merger will have been authorized for listing on the Nasdaq Capital Market, subject to official notice of issuance; • the acquisition by Forian of all of the equity interests of Medical Outcomes Research Analytics, LLC, or ‘‘MOR’’ and completion of a private offering by MOR of securities resulting in net proceeds to MOR of at least $11,000,000; • No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger or any of the other transactions contemplated by the merger agreement will be in effect; • Approval of the merger by the necessary federal and state regulatory authorities and such approvals will remain in full force and effect, all statutory notice and waiting periods in respect thereof will have expired, and no such regulatory approval will have resulted in the imposition of any materially burdensome regulatory condition; • The accuracy of the other party’s representations and warranties as of the effective time of the merger subject to the material adverse effect standard in the merger agreement; • The performance in all material respects of all obligations contained in the merger agreement required to be performed at or before the effective time of the merger; • Since October 16, 2020, there will not have been any change, state of facts, event, development or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on either party; • repayment or conversion of certain indebtedness of Helix; • conversion of all Helix preferred stock to Helix common stock; • divestiture by Helix of its security guarding business; and • holders of no more than five percent (5%)...
CONDITIONS OF THE MERGER. SECTION 7.1. 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 fulfillment at or prior to the Effective Time of the following conditions:
(a) This Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company in accordance with the Company's Certificate of Incorporation and Delaware Law.
(b) The Company and Transworld shall have received evidence, in form and substance reasonably satisfactory to Transworld, that such licenses, permits, consents, approvals, authorizations, qualifications, orders of governmental authorities, and third parties as are required in connection with the consummation of the transactions contemplated hereby or necessary to conduct the business of the Company and its Subsidiaries as presently conducted have been obtained and are in full force and effect other than those which, if not obtained, would not, either individually or in the aggregate, have a Material Adverse Effect on Transworld or the Company.
(c) Any applicable waiting period under the HSR Act shall have expired or been terminated.
(d) At the Effective Time, there shall be no effective injunction, writ, or preliminary restraining order or any order of any nature issued by a court or governmental agency of competent jurisdiction directing that the transactions provided for herein not be consummated as herein provided.
(e) The Company shall have received from NatWest a written opinion addressed to the Company, for inclusion in the Definitive Proxy Material, that the Merger Consideration is fair, from a financial point of view, to the stockholders of the Company.
SECTION 7.2. Additional Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is also subject to each of the following conditions:
(a) Each of Transworld and Newco shall in all material respects have performed each obligation to be performed by it hereunder on or prior to the Effective Time.
(b) The representations and warranties of each of Transworld and Newco set forth in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except for changes contemplated by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and c...
CONDITIONS OF THE MERGER. 17 8.1 Conditions to Each Party's Obligation to Effect the Merger.........17 8.2 Conditions to the Obligations of Purchaser to Effect the Merger....17 8.3 Condition to the Obligations of the Company to Effect the Merger...18