Conditions Precedent to the Obligations of All Parties Sample Clauses

Conditions Precedent to the Obligations of All Parties. The obligations of each of the parties to consummate the transaction contemplated hereby are subject to the conditions that:

Conditions Precedent to the Obligations of All Parties. The obligations of the parties to complete the Closing shall be subject to the fulfillment, at or prior to the time of the Closing, of each of the following conditions: (a) all permits, approvals, waivers and consents of any Governmental Authority or of any third party necessary or appropriate for consummation of the Closing shall have been obtained; (b) no preliminary or permanent injunction or other order of a court or other Governmental Authority in the United States shall have been issued and be in effect, and no United States federal or state statute, rule or regulation shall have been enacted or promulgated after the date hereof and be in effect, that (i) prohibits the consummation of the Closing or (ii) imposes material limitations after the Closing on the ability of a professional association designed by the Purchaser or assignee to own and operate a medical practice; and (c) there shall not be any action or proceeding commenced by or before any court or other Governmental Authority in the United States that challenges the consummation of the Closing or seeks to impose material limitations on the ability of a professional association to be designated by the Purchaser or its permitted assignee to own and operate a medical practice.

Conditions Precedent to the Obligations of All Parties. The respective obligations of each party shall be subject to the fulfillment or written waiver at or prior to the Closing of each of the following conditions: (a) No preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by an applicable governmental, regulatory or administrative agency or commission nor any applicable statute, rule, regulation or executive order promulgated or enacted by any applicable governmental authority shall be in effect which would prevent the consummation of the transactions provided for in this Agreement. (b) The Purchaser shall have performed in all material respects each of its obligations under this Agreement, including without limitation delivery of the items described in Section 4.2(b). (c) Seller shall have performed in all material respects each of its obligations under this Agreement, including without limitation delivery of the items described in Section 4.1(a).

Conditions Precedent to the Obligations of All Parties. The respective obligations of each party shall be subject to the fulfillment or written waiver at or prior to the Closing of each of the following conditions: (a) Any waiting period (and any extension thereof) applicable under the HSR Act shall have expired or been terminated. (b) No preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by an applicable governmental, regulatory or administrative agency or commission nor any applicable statute, rule, regulation or executive order promulgated or enacted by any applicable governmental authority shall be in effect which would prevent the consummation of the transactions provided for in this Agreement.

Conditions Precedent to the Obligations of All Parties. Notwithstanding any other provision of this Agreement, the obligations of 1ST NET on the one hand, and of SSP on the other hand, to effect the Stock Acquisition shall be subject to the fulfillment, as of the Closing, of each of the following conditions (unless waived by the written consent of the parties hereto): (a) all permits, approvals and consents of any governmental body or agency or other third party necessary or appropriate for consummation of the Stock Acquisition shall have been obtained; (b) there shall not be in effect an order or decision of a court of competent jurisdiction which prevents, or would materially alter the terms of, the Stock Acquisition; (c) there shall not be any action or proceeding commenced by or before any court or governmental agency or authority in the United States, or threatened by any governmental agency or authority in the United States, that challenges the consummation of the Stock Acquisition.

Conditions Precedent to the Obligations of All Parties. Notwithstanding any other provision of this Agreement, the obligations of Envirogen, the Company and the Stockholders to effect the Merger shall be subject to the fulfillment, at or prior to the Effective Time, of each of the following conditions: (a) this Agreement and the transactions contemplated hereby (including without limitation the amendment to Envirogen's Certificate of Incorporation to increase the number of authorized shares of Envirogen Common Stock from 20,000,000 to 50,000,000 and the amendment to Envirogen's Option Plan to, among other things, increase the number of shares of Envirogen Common Stock reserved for issuance upon exercise of options granted under such plan from 2,000,000 to 3,000,000) shall have been approved by the affirmative vote of the stockholders of Envirogen by the requisite vote in accordance with Envirogen's certificate of incorporation, as amended, and the DGCL; (b) the Securities Purchase Agreement shall have been approved by the affirmative vote of the stockholders of Envirogen by the requisite vote in accordance with Envirogen's certificate of incorporation, as amended, and the DGCL, and the transactions contemplated thereby shall have been consummated; (c) all permits, approvals and consents of any governmental body or agency necessary or appropriate for consummation of the Merger shall have been obtained; (d) no preliminary or permanent injunction or other order of a court or governmental agency or authority in the United States shall have been issued and be in effect, and no federal or state statute, rule or regulation shall have been enacted or promulgated after the date hereof and be in effect that prohibits the consummation of the Merger or imposes material limitations on the ability of the Surviving Corporation to exercise full rights of ownership of the Company's assets or business; (e) there shall not be any action or proceeding commenced by or before any court or governmental agency or authority in the United States that challenges the consummation of the Merger or seeks to impose material limitations on the ability of the Surviving Corporation to exercise full rights of ownership of the assets or business of the Company; (f) Envirogen shall have received an opinion from its financial advisor, Xxxxx & Company Incorporated, dated the Closing Date, stating that in the opinion of such financial advisor the terms of the Merger and the Securities Purchase Agreement are fair to the stockholders of Envirogen from ...

Conditions Precedent to the Obligations of All Parties. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions: (a) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSRA shall have expired or been terminated. (b) No preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority shall be in effect which would be reasonably likely to (i) make the consummation of the Merger by Vornado, the Parent, Acquisition Co. or URS illegal or (ii) otherwise prevent the consummation of the Merger.

Conditions Precedent to the Obligations of All Parties. The respective obligations of each Party under this Agreement are subject to the satisfaction or written waiver by the Seller or by the Purchaser (as the case may be), at or prior to Closing, of each of the following conditions: (a) The Polish Transaction CME and SBS have entered into the Option Agreement for the Polish Transaction as described in the Summary Term Sheet.

Conditions Precedent to the Obligations of All Parties. The ------------------------------------------------------ respective obligations of each party to effect the Closing of each of the MLE Merger and the MLCC Merger shall be subject to the fulfillment at or prior to the Closing of each of the following conditions: (i) none of the parties hereto shall be subject to a preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority shall be in effect which would (A) make the acquisition or holding by Southern States of the assets and/or equities of the MLE Companies illegal or make the acquisition or holding by Statesman of the assets and/or capital stock of MLCC illegal or (B) otherwise prevent the consummation of the Closing as contemplated by this Agreement; and (ii) receipt of all governmental, environmental, regulatory and other third-party consents and approvals required to effect the transactions contemplated herein.

Conditions Precedent to the Obligations of All Parties. Notwithstanding any other provision of this Agreement, the obligations of IFI on the one hand, and of FCI on the other hand, 22 to effect the Merger shall be subject to the fulfillment, as of the Closing, of each of the following conditions (unless waived by the written consent of the parties hereto): (a) all permits, approvals and consents of any governmental body or agency or other third party necessary or appropriate for consummation of the Merger shall have been obtained; (b) there shall not be in effect an order or decision of a court of competent jurisdiction which prevents, or would materially alter the terms of, the Merger; (c) there shall not be any action or proceeding commenced by or before any court or governmental agency or authority in the United States, or threatened by any governmental agency or authority in the United States, that challenges the consummation of the Merger.