Conditions Precedent to Obligations of Purchaser and Seller. The respective obligations of the parties hereto to consummate and cause the consummation of the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the party for whose benefit such condition exists) at or prior to the Closing Date of each of the following conditions:
Conditions Precedent to Obligations of Purchaser and Seller. The respective obligations of Purchaser and Seller to consummate the Transaction on the Closing Date are subject to the satisfaction or waiver (in accordance with Section 11.7) at or prior to the Closing Date of the following conditions:
Conditions Precedent to Obligations of Purchaser and Seller. The respective obligations of Purchaser and Seller to consummate the transactions contemplated by this Agreement and the Agency Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser and Seller in whole or in part to the extent permitted by applicable Law):
(a) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(b) the Bankruptcy Court shall have entered the Procedures Order, in form and substance reasonably acceptable to Seller and Purchaser, provided that the Procedures Order shall expressly approve the Breakup Fee and Expense Reimbursement as provided herein; and
(c) the Bankruptcy Court shall have entered the Sale Order and any stay period applicable to the Sale Order shall have expired or shall have been waived by the Bankruptcy Court, and such Sale Order shall be in full force and effect, and shall not have been modified, as of the Closing Date.
Conditions Precedent to Obligations of Purchaser and Seller. The respective obligations of Purchaser and Seller to consummate the Transactions are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser and Seller in whole or in part to the extent permitted by applicable Law):
(a) there shall not be in effect any Order by a Governmental Body restraining, enjoining or otherwise prohibiting the consummation of the Transactions; and
(b) the Bankruptcy Court shall have entered the Approval Order and the Approval Order shall not be subject to a stay or have been vacated or revoked.
Conditions Precedent to Obligations of Purchaser and Seller. The obligations of Purchaser and Seller under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of the conditions that there shall be no injunction, restraining order or decree of any nature of any court or governmental agency or body of competent jurisdiction that is in effect that prohibits the Closing and the waiting period (and any extension thereof) applicable to the Imperial Canada Business Acquisition and the purchase and sale of the Imperial Shares contemplated hereby under the HSR Act shall have lapsed or been terminated. The foregoing conditions may be waived (i) insofar as it is a condition to the obligations of Purchaser, by Purchaser at its option and (ii) insofar as it is a condition to the obligations of Seller, by Seller at its option.
Conditions Precedent to Obligations of Purchaser and Seller. The respective obligations of Purchaser and Seller to consummate the Transactions are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser and Seller in whole or in part to the extent permitted by applicable Law):
(a) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining, or otherwise prohibiting the consummation of the Transactions; and
(b) the Sale Order shall have become a Final Order (unless Purchaser waives the requirement that said Sale Order be final and non-appealable), remain in full force and effect and shall not have been stayed, vacated, modified, or supplemented in any material respect without the prior written consent of Purchaser and Seller.
Conditions Precedent to Obligations of Purchaser and Seller. The obligations of each of Purchaser and Seller under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to Closing, of the conditions that (a) there shall not have been entered a preliminary or permanent injunction, temporary restraining order or other judicial or administrative order or decree, the effect of which prohibits the Closing, and (b) each of the approvals, consents, clearances, waivers or actions identified on Schedule 7.1 as being a ------------ condition of the Closing shall have been obtained or completed, as the case may be, or the applicable notice and waiting periods shall have expired or been otherwise terminated.
Conditions Precedent to Obligations of Purchaser and Seller. The obligations of each of Purchaser and Seller under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to Closing, of the condition that there will not have been entered a preliminary or permanent injunction, temporary restraining order or other judicial or administrative order or decree in any domestic jurisdiction, the effect of which prohibits the Closing.
Conditions Precedent to Obligations of Purchaser and Seller. The obligation of each of Purchaser and Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by Purchaser and Seller in whole or in part to the extent permitted by applicable Law):
(a) Purchaser shall have obtained all consents and waivers referred to in Section 7.1(a) of the Purchaser Disclosure Letter with respect to the transactions contemplated by this Agreement and the Purchaser Documents;
(b) Seller shall have obtained all consents and waivers referred to in Section 7.1(b) of the Radiocoms Disclosure Letter with respect to the transactions contemplated by this Agreement and the Seller Documents;
(c) No Legal Proceedings shall have been instituted or threatened or claim or demand made against Seller, Radiocoms or Purchaser seeking to restrain or prohibit or to obtain damages with respect to the consummation of any of the Transactions and there shall not be in effect any Order by Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of any of the Transactions;
(d) The waiting period under the HSR Act shall have expired or early termination shall have been granted;
(e) All approvals required to be obtained by Seller, Purchaser or Midland US from any Governmental Body with respect to any of the Transactions shall have been obtained;
(f) The Purchaser Stockholders' Meeting shall have been duly convened and held, and Purchaser shall have obtained the requisite vote so as to authorize this Agreement, the Midland Agreement and the consummation of each of the Transactions;
(g) The Other Transactions shall have been consummated as contemplated in the Midland Agreement, or shall be consummated simultaneously with the transactions contemplated by this Agreement; and
(h) Purchaser shall have received the opinion of Xxxxxxxxxx & Co. Inc. ("Xxxxxxxxxx") on the date on which Purchaser's Board of Directors voted to approve this Agreement and the Midland Agreement, and the written opinion of Xxxxxxxxxx, dated on or prior to the date of the mailing of the Proxy Statement, that the consideration to be paid by Seller to Purchaser under this Agreement in respect of the Purchaser Shares (as well as the consideration to be paid by Seller to Xxxxxxxx under the Midland Agreement) is fair to Purchaser and its stockholders from a financial point of view, and such opinion shall...
Conditions Precedent to Obligations of Purchaser and Seller. The respective obligations of the parties to consummate the Contemplate Transactions as provided by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser and Seller in whole or in part to the extent permitted by applicable Law):
(a) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Contemplated Transactions;
(b) the Bankruptcy Court shall have entered the Bidding Procedures Order;
(c) the Bankruptcy Court shall have entered the Sale Order and the Sale Order shall have become a final order; and
(d) the parties shall have received the consents, approvals, licenses or Permits, or waivers thereof, of the Governmental Bodies identified in Schedule 10.3(d), and shall have given the notices required by Schedule 10.3(d).
