CONDITIONS PRECEDENT TO CONSUMMATION OF THE Sample Clauses

CONDITIONS PRECEDENT TO CONSUMMATION OF THE. REORGANIZATION ---------------------------------------------------------- This Plan is subject to, and consummation of the Reorganization is conditioned upon, the fulfillment prior to the Effective Date of the Reorganization of each of the following conditions:
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CONDITIONS PRECEDENT TO CONSUMMATION OF THE. MERGER Section 8.1. Conditions Precedent to Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions precedent: (a) The representations and warranties of Landmark contained in this Agreement (other than any representations and warranties made as of a specific date) shall be true and correct as of the Closing Date in all material respects (except to the extent any representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects), except as otherwise contemplated or permitted by this Agreement, and Parent shall have received a certificate to that effect dated the Closing Date and executed on behalf of Landmark by the chief executive officer. (b) Each of the covenants, agreements and obligations of Landmark to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time, and at the Closing, Landmark shall have delivered to Parent a certificate to that effect. (c) Parent shall have received the opinion of Hunton & Xxxxxxxx, counsel to Landmark, dated the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent and Parent’s counsel. (d) The stockholders of Landmark listed on Exhibit 4.23 hereto, acting by non-unanimous written consent, shall have adopted and approved this Agreement and the transactions contemplated hereby, including the Merger, as and to the extent required by, and in accordance with, the DGCL or other applicable Law, and by the provisions of any governing instruments. (e) Prior to the execution of this Agreement, Parent shall have received in writing from Landmark an undertaking by each Person, if any, that Landmark, after discussions with counsel for Landmark, believes may be an Affiliate of Landmark, in form satisfactory to Parent that no shares of Parent Common Stock received or to be received by such Affiliate pursuant to the Merger will be sold or disposed of except pursuant to an effective registration statement under the Securities Act or in accordance with the provisions of paragraph (d) of Rule 145 under the Securities Act or another exemption from registration under the Securities Act. (f) There shall not be pending or threatened by any Governmental Authority any suit,...
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CONDITIONS PRECEDENT TO CONSUMMATION OF THE. MERGER Section 8.1. Conditions Precedent to Each Party's Obligation to Effect the Merger........................................ 76 Section 8.2. Conditions Precedent to Obligations of Dart.............. 77 Section 8.3. Conditions Precedent to Obligations of Richfood and Merger Subsidiary........................................ 78
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CONDITIONS PRECEDENT TO CONSUMMATION OF THE. Plan The occurrence of the Plan Effective Date of the Plan shall be subject to the satisfaction of each of the following conditions precedent (each of which may not be waived without the consent of the Company, the Required First Lien Lenders and, solely with respect to the waiver of any condition precedent that adversely impacts the economic treatment provided on account of Second Lien Claims, the Required Second Lien Lenders, such consent not be unreasonably conditioned, delayed, or withheld): (a) The Bankruptcy Court will have entered the Confirmation Order, in form and substance reasonably acceptable to the Company, the
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CONDITIONS PRECEDENT TO CONSUMMATION OF THE. Contribution. The obligations of the parties to consummate the Contribution ------------ shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions:
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CONDITIONS PRECEDENT TO CONSUMMATION OF THE. Public -------------------------------------------------- Offering. The obligations of the parties to consummate the Public Offering -------- shall be conditioned on the satisfaction of the following conditions:
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Related to CONDITIONS PRECEDENT TO CONSUMMATION OF THE

  • Conditions Precedent to Consummation of the Distribution Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions:

  • Conditions Precedent to Obligations to Consummate 9.1 Conditions to Obligations of Each Party. -------------------------------------------- The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6:

  • CONDITIONS TO CONSUMMATION Section 5.1. Conditions to Each Party's Obligations. The respective -------------------------------------- obligations of each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions:

  • Conditions Precedent to Initial Transaction Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance:

  • Conditions Precedent to Closing The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • CONDITIONS PRECEDENT TO MERGER 5.01 Conditions Precedent to Obligations of Parent, Sub and the Company. The respective obligations of Parent and Sub, on the one hand, and the Company, on the other hand, to effect the Merger are subject to the satisfaction or waiver (subject to applicable law) at or prior to the Effective Time of each of the following conditions:

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS The obligations of Buyer to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Buyer:

  • Conditions Precedent to EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied:

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