Conditions Precedent to Merger. 6.1. Conditions to Each Party's Obligations. The respective obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:
(a) This Agreement and the Merger shall have been approved and adopted by the affirmative vote or consent of the holders of at least (i) 80% of the Voting Stock (as defined in RISCORP's Articles of Incorporation) and (ii) two-thirds of the outstanding shares of Class A Common Stock.
(b) All consents, authorizations, orders and approvals identified on Schedule 5.6 required in connection with the execution, delivery and performance of this Agreement, the failure to obtain which would prevent the consummation of the Merger or have a Material Adverse Effect on RISCORP or a Material Adverse Effect on Acquiror/Guarantor, shall have been obtained without the imposition of any condition having a Material Adverse Effect on RISCORP or a Material Adverse Effect on Acquiror/Guarantor.
(c) No governmental authority or other regulatory body (including any court of competent jurisdiction) shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making illegal or in any way preventing or prohibiting the Merger or the transactions contemplated by this Agreement.
(d) At the mailing date of the Proxy Statement and the date of the Stockholders' Meeting, the Proxy Statement shall not contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading.
Conditions Precedent to Merger. 27 6.1 Conditions to the Company's Obligations................................ 27 6.2 Conditions to Acquisition's Obligations................................ 28
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 Precedent to Merger. SECTION 5.1. Conditions Precedent to Obligations of Parent, Sub and the Company............................................58 (a) Approval of Stockholders.........................................58 (b)
Conditions Precedent to Merger. 28 6.1. Conditions to Each Party's Obligations.........................................................28 6.2. Conditions to Obligations of RISCORP...........................................................29 6.3. Conditions to Obligations of Acquiror..........................................................29 7.
Conditions Precedent to Merger. 6.1 Conditions to the Company's Obligations. The obligations of the Company to complete the Merger are subject to satisfaction of the following conditions (any or all of which may be waived by the Company):
(a) The representations and warranties of Acquisition contained in this Agreement will, except as contemplated by this Agreement, be true and correct in all material respects on the Merger Date with the same effect as though made on that date (except that representations or warranties which related expressly to a specified date or a specified period need only to have been true and correct with regard to the specified date or period), and Acquisition will have delivered to the Company a certificate dated that date and signed by the President or a Vice President of Acquisition to that effect.
Conditions Precedent to Merger. All of the conditions precedent to the consummation of the Merger as set forth in Sections 6.1, 6.2 and 6.3 of the Merger Agreement shall have been satisfied, or waived by a party having the right to waive such condition under the Merger Agreement, as of the Closing Date.
Conditions Precedent to 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 each of the following conditions:
(a) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental authority or other regulatory body, as may be required to be obtained by the Company or Buyer in connection with the performance of this Agreement have been received; provided, however, that such condition shall not be deemed satisfied if such consents, authorizations, orders or approvals are conditioned upon the divestiture of assets by the Buyer or the Company that would directly result in the loss of more than 30% of the Company's revenues (as of the date hereof).
(b) Early termination shall have been granted or applicable waiting periods shall have expired under the H-S-R Act in connection with the transactions contemplated hereby.
(c) No governmental authority or other regulatory body (including any court of competent jurisdiction ) shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making illegal, or in any way prohibiting the Merger (the Company and Buyer agreeing to use their commercially reasonable efforts to have any such injunction lifted).
(d) No governmental authority or other regulatory body shall have commenced any action, suit or proceeding seeking to enjoin or otherwise prohibit the transactions contemplated hereby, nor shall there be a substantial likelihood that any governmental authority or other regulatory body will seek to commence any such action, suit or proceeding.
Conditions Precedent to Merger. 53 7.1 Conditions to Each Party's Obligations........................... 53 7.2 Conditions to Obligations of Company............................. 54 7.3 Conditions to Obligations of Merger Partner...................... 55 ARTICLE 8
Conditions Precedent to Merger. 26 30 6.1 Conditions to the Company's Obligations. The obligations of the Company to complete the Merger are subject to satisfaction of the following conditions (any or all of which may be waived by the Company):
(a) The representations and warranties of Acquisition contained in this Agreement will, except as contemplated by this Agreement, be true and correct in all material respects on the Merger Date with the same effect as though made on that date (except that representations or warranties which related expressly to a specified date or a specified period need only to have been true and correct with regard to the specified date or period), and Acquisition will have delivered to the Company a certificate dated that date and signed by the President or a Vice President of Acquisition to that effect.
(b) Acquisition will have fulfilled in all material respects all its obligations under this Agreement required to have been fulfilled on or before the Merger Date.
(c) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains the Company from completing the transactions which are the subject of this Agreement
(d) If stockholder approval of the Merger is required by applicable law or by the rules of the Nasdaq National Market (if they are applicable), the Merger will have been approved by the holders of a majority of the outstanding shares of Common Stock.
