Conditions Precedent to Obligation of the Parties. The respective obligation of each Party hereto to consummate the Transaction is subject to the satisfaction or waiver, in writing, on or prior to the Closing Date of the following conditions:
(a) no Legal Proceeding shall have been commenced against Purchaser, Merger Sub or the Company that challenges or seeks to prevent, enjoin or otherwise delay the Closing; and
(b) there shall not be in effect any Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transaction.
Conditions Precedent to Obligation of the Parties. The respective obligation of each Party hereto to consummate the Transaction is subject to the satisfaction or waiver, in writing, on or prior to the Closing Date of the following conditions:
(a) The Board of Directors (torishimariyaku-kai) of the Company has approved the transfer of the Shares to Purchaser; and
(b) there shall not be in effect any Order by a Governmental Authority of competent jurisdiction, or a regulatory body of Japan, restraining, enjoining or otherwise prohibiting the consummation of the Transaction; provided, that (i) a Party shall not be entitled to rely on the failure of this condition to be satisfied if such Order was initiated by such Party or an Affiliate of such Party, and (ii) prior to asserting the failure of this condition the Party asserting such failure shall have used its commercially reasonable efforts to have such Order vacated.
Conditions Precedent to Obligation of the Parties. The respective obligation of each Party hereto to consummate the Transaction is subject to the satisfaction or waiver, in writing, on or prior to the Closing Date of the following conditions:
(a) there shall not be in effect any Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transaction; provided that prior to asserting the failure of this condition the Party asserting its failure shall not be entitled to rely on the failure of this condition to be satisfied if such Order was initiated by such Party or an Affiliate of such Party; and
(b) (i) all waiting periods and other approvals applicable to the Transaction under the HSR Act shall have expired or been earlier terminated, and (ii) all other Governmental Approvals or consents necessary for consummation of the Transaction shall have been obtained or made and be in effect at the Closing Date, except for any such Governmental Approvals or consents, the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Conditions Precedent to Obligation of the Parties. (a) Each Parties obligation to effect the Merger and consummate the other Transactions contemplated to occur in connection with the Closing and thereafter is subject to the satisfaction of each of the following condition precedent:
(i) receipt of the Requisite Stockholder Consent;
(ii) receipt of the Payoff Letter;
(iii) the Parties shall have executed and delivered the VCall Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit D;
(iv) receipt and confirmation to the reasonable satisfaction of Parent that all Transactions Expenses and Severance Payouts, other than applicable withholding taxes, have been satisfied in full; and
(v) all options issued by the Company shall have been cancelled.
Conditions Precedent to Obligation of the Parties. The obligations ------------------------------------------------------------------- of the parties to proceed with the Closing under this Agreement is subject to ----------------------------------------------------------------------------- the fulfilment prior to or at Closing of the following conditions any one or ---------------------------------------------------------------------------- more of which may be waived in whole or in part by the Buyer at the Buyer's sole -------------------------------------------------------------------------------- option. -------
Conditions Precedent to Obligation of the Parties. The respective obligations of each party to effect the Agreed Settlement shall be subject to the satisfaction of the following conditions:
(a) the Bankruptcy Court shall have entered the Settlement Order and such order shall be final and in full force and effect without any amendment or modifications thereto and the Acquired Assets shall have been transferred to DWH;
(b) there shall be no injunction, order or decree of any nature of any court or government authority of competent jurisdiction that is in effect that prohibits or materially restrains the consummation of the Agreed Settlement; and
(c) no statute, rule or regulation shall have been promulgated by any Governmental Authority that prohibits the consummation of the Agreed Settlement.
Conditions Precedent to Obligation of the Parties. The respective obligations of each Party to consummate the Transaction is subject to the satisfaction, on or prior to the Closing of the following conditions:
(a) the Company shall have obtained the Necessary Stockholder Approval
(b) there shall not be in effect any Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transaction; and
(c) all waiting periods and other approvals applicable to the Transaction under the HSR Act shall have expired or been earlier terminated;
Conditions Precedent to Obligation of the Parties. The respective obligation of each Party to consummate the Transaction is subject to the satisfaction or waiver, in writing, on or prior to the Closing Date of the following conditions:
(a) there shall not be in effect any Order by a U.S. Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transaction; provided that (i) a Party shall not be entitled to rely on the failure of this condition to be satisfied if such Order was initiated by such Party or an Affiliate of such Party and (ii) prior to asserting the failure of this condition the Party asserting such failure shall have used its commercially reasonable efforts to have such Order vacated; and
(b) all waiting periods and other approvals applicable to the Transaction under the HSR Act shall have expired or been earlier terminated.
Conditions Precedent to Obligation of the Parties. The obligation of the Parties to consummate the Transaction is subject to the fulfillment of each of the following conditions, which cannot be waived by the Parties (except that the condition set forth in Section 3.1(iii) can be waived by the mutual agreement of the Parties) (“Conditions Precedent of the Parties”):
Conditions Precedent to Obligation of the Parties. The obligation of each of the Parties to consummate the transactions that are to be consummated at the Closing is subject to the satisfaction, as of the Closing Date, of the following conditions (any of which may be waived, to the extent permitted by Law, by either Party in whole or in part):
(a) The consents of (or filings or registrations with) any Governmental Entity required in connection with the execution, delivery and performance of this Agreement set forth on Schedule 5.3(a) shall have been obtained.
(b) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is in effect and has the effect of making the Transactions illegal or otherwise restraining or prohibiting consummation of the Transactions.
(c) Requisite Shareholder Approval shall have been obtained.
