Conditions to All Parties’ Obligations. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing Date: (a) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated, and any applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement under any other applicable Antitrust Law shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated); (b) Except for any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing; (d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and (e) This Agreement will not have been terminated in accordance with Section 6.01.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Peabody Energy Corp)
Conditions to All Parties’ Obligations. The obligations of the Parties Trooper and Ranger to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by Trooper and Ranger of the following conditions as of the Closing Dateconditions:
(a) The approvals required by clauses (i), (iv) and (v) of the definition of Trooper Shareholder Approval shall have been attained;
(b) The Ranger Shareholder Approval shall have been attained;
(c) No provision of any applicable Law and no decree, injunction or order (preliminary or otherwise) shall be in effect that prohibits the consummation of the Merger or the other transactions contemplated hereby;
(d) The Registration Statement shall have become effective under the Securities Act, and no stop order suspending the use of the Registration Statement or the Joint Proxy Statement shall have been issued by the SEC or any securities administrator of any state or country, nor shall proceedings seeking a stop order have been initiated or, to the knowledge of Trooper or Ranger, as the case may be, be threatened by the SEC or any securities administrator of any state or country;
(i) The waiting periods, if any, period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will shall have expired or been terminated, and (ii) any applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement mandatory waiting period or required consent under any other applicable Antitrust competition or antitrust Law shall have been obtained (or the applicable waiting period regulation shall have expired or been earlier terminated);
obtained, except where the failure to observe such waiting period or obtain a consent referred to in this clause (bii) Except for any pending Proceeding directly would not reasonably be expected to delay or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any the Merger or have a material adverse effect on the expected benefits of the transactions contemplated herebyMerger to Ranger and Trooper, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTD.taken as a whole, LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and
(ef) This Agreement will not There shall be no Action pending against Trooper, Holdco, Merger Sub or Ranger or any of their respective Affiliates by any Governmental Body (i) seeking to enjoin or make illegal, delay or otherwise restrain or prohibit the consummation of, or to have been terminated rescinded, the Merger; (ii) seeking material damages in accordance connection with Section 6.01the Merger; (iii) seeking to compel Ranger, Trooper or any of their respective Subsidiaries to dispose of or hold separate any assets as a result of the Merger that would constitute a Restraint or (iv) seeking to impose any criminal sanctions or liability on Trooper, Holdco, Merger Sub or Ranger in connection with the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Wright Medical Group Inc), Merger Agreement (Tornier N.V.)
Conditions to All Parties’ Obligations. The obligations of the Parties Visor and Union to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by Visor and Union of the following conditions as of the Closing Dateconditions:
(a) The approvals required by clauses (i), (ii), (iii), (v), (vi) and (vii) of the definition of Visor Shareholder Approval shall have been attained;
(b) The Union Shareholder Approval shall have been attained;
(c) No provision of any applicable Law and no decree, injunction or order (preliminary or otherwise) shall be in effect that prohibits the consummation of the Merger or the other transactions contemplated hereby;
(d) The Registration Statement shall have become effective under the Securities Act, and no stop order suspending the use of the Registration Statement or the Joint Proxy Statement shall have been issued by the SEC or any securities administrator of any state or country, nor shall proceedings seeking a stop order been initiated or, to Visor’s Knowledge or Union’s Knowledge, as the case may be, be threatened by the SEC or any securities administrator of any state or country;
(i) The waiting periods, if any, period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will shall have expired or been terminated, and (ii) any applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement mandatory waiting period or required consent under any other applicable Antitrust competition or antitrust Law shall have been obtained (or the applicable waiting period regulation shall have expired or been earlier terminated);
obtained, except where the failure to observe such waiting period or obtain a consent referred to in this clause (bii) Except for any pending Proceeding directly would not reasonably be expected to delay or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any the Merger or have a material adverse effect on the expected benefits of the transactions contemplated herebyMerger to Union and Visor, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d)taken as a whole; and
(ef) This Agreement will not There shall be no Action pending against Visor, Merger Sub or Union or any of their respective Affiliates by any Governmental Body (i) seeking to enjoin or make illegal, delay or otherwise restrain or prohibit the consummation of, or to have been terminated rescinded, the Merger; (ii) seeking material damages in accordance connection with Section 6.01the Merger; or (iii) seeking to impose any criminal sanctions or liability on Visor, Merger Sub or Union in connection with the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Vision Sciences Inc /De/), Merger Agreement (Uroplasty Inc)
Conditions to All Parties’ Obligations. The obligations of Parent and the Parties Company to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the satisfaction or waiver (to the extent permitted by applicable Law) by Parent and the Company of the following conditions as of the Closing Dateconditions:
(a) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated, and any applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement under any other applicable Antitrust Law Parent Stockholder Approval shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated)obtained;
(b) Except for any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescindedThe Company Stockholder Approval shall have been obtained;
(c) RGGS Land & Minerals LTD., LP The Registration Statement shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations become effective under the RGGS Lease to Buyer Securities Act, and releasing Seller from all liabilities no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and obligations from remain in effect and after no proceedings for such purpose shall be pending before the Closing thereunder, to be effective upon ClosingSEC;
(d) The Modified CBA waiting period (and any extension thereof) applicable to the Contemplated Transactions under the HSR Act shall have expired or been amended to reflect terminated (such expiration or termination, the changes “Required Regulatory Approval”);
(e) There shall be no Order (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered after the date of this Agreement by any Governmental Body enjoining, restraining, preventing or prohibiting the consummation of the Merger and duly ratified by there shall be no Law enacted or promulgated after the Union Employees, and shall contain date of this Agreement which remains in effect that prohibits or makes illegal the terms set forth on Schedule 2.01(d)consummation of the Merger; and
(ef) This The Merger Consideration issuable to the Company Stockholders pursuant to this Agreement will not shall have been terminated in accordance with Section 6.01approved for listing on the NYSE, subject to official notice of issuance.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Globus Medical Inc), Merger Agreement (Nuvasive Inc)
Conditions to All Parties’ Obligations. The obligations obligation of each of the Parties Sellers and the Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction of the following conditions as of immediately prior to the Closing Date:
(a) The the applicable waiting periods, if any, periods under the HSR Act will have expired or been terminated, and any applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement under any other applicable Antitrust Law shall have been obtained (or the applicable waiting period period, approval or clearance under any Other Antitrust Regulations, including Competition Act Approval, shall have expired expired, been terminated or been earlier terminated)given, and all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby and set forth on the Governmental Consents Schedule shall have been made and obtained;
(b) Except for no injunction, order, judgment, decision, determination, decree or ruling shall have been issued, promulgated, enacted or enforced by any pending Proceeding directly Governmental Body restraining, enjoining or indirectly initiated by otherwise prohibiting the Party asserting its right not to consummate performance of this Agreement or the consummation of any of the transactions contemplated by this Agreement pursuant to this Section 2.01(b)hereby, and no Proceeding action or proceeding before any Governmental Authority will Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or Order ruling would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;; and
(c) RGGS Land & Minerals LTD., LP this Agreement shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not have been terminated in accordance with Section 6.0110.01.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Huntsman International LLC)
Conditions to All Parties’ Obligations. The obligations of Parent and the Parties Company to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the satisfaction or waiver (to the extent permitted by applicable Law) by Parent and the Company of the following conditions as of the Closing Dateconditions:
(a) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated, and any applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement under any other applicable Antitrust Law Company Stockholder Approval shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated)obtained;
(b) Except for any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescindedThe Parent Stockholder Approval shall have been obtained;
(c) RGGS Land & Minerals LTD., LP The Registration Statement shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations become effective under the RGGS Lease to Buyer Securities Act, and releasing Seller from all liabilities no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and obligations from and after the Closing thereunder, to be effective upon Closingremain in effect;
(d) The Modified CBA waiting period (and any extension thereof) applicable to the Contemplated Transactions under the HSR Act shall have expired or been amended to reflect terminated;
(e) There shall be no order, injunction, judgment, decree or ruling (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered after the changes and duly ratified date of this Agreement by any Governmental Body of competent jurisdiction or Laws enacted or promulgated after the Union Employeesdate of this Agreement shall be in effect enjoining, and shall contain restraining, preventing or prohibiting consummation of the terms set forth on Schedule 2.01(d)Contemplated Transactions or making consummation of the Contemplated Transactions illegal; and
(ef) This Agreement will not The Parent Shares to be issued pursuant to the First Merger have been terminated in accordance with Section 6.01approved for listing on the Parent Exchange, subject to official notice of issuance.
Appears in 2 contracts
Samples: Merger Agreement (Rocket Pharmaceuticals, Inc.), Merger Agreement (Renovacor, Inc.)
Conditions to All Parties’ Obligations. The obligations obligation of each of the Parties parties hereto to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction satisfaction, or waiver by the applicable parties in accordance with the terms hereof, of the following conditions as of immediately prior to the Closing DateClosing:
(ai) The applicable waiting periods, if any, under No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the HSR Act will have expired Closing which restrains or been terminated, prohibits the consummation of the purchase and any applicable Governmental Consents necessary sale of the Target Units to consummate the transactions contemplated by this Agreement under any other applicable Antitrust Law shall have been obtained Buyer or Buyer Sub;
(or the applicable ii) All waiting period requirements shall have expired or been earlier terminatedterminated under the HSR Act (the “HSR Approval”);
(biii) Except for any pending Proceeding directly or indirectly initiated Buyer Shareholder Approval (as defined in Section 3G(ii)) shall have been duly obtained from the stockholders of Buyer by the Party asserting its right requisite vote under the laws of the State of Delaware (if any) and the Buyer Charter Documents, the Buyer Post-Closing Directors shall have been duly elected in accordance with applicable law and the Buyer Charter Documents, the Buyer Closing Certificate of Incorporation shall have been duly filed with the Secretary of State for the State of Delaware and become effective under the laws of the State of Delaware and not to consummate have been amended, modified or repealed and there shall have been no amendment, modification or waiver of the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement Buyer Post-Closing Bylaws or the consummation Buyer Post-Closing Certificate of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescindedIncorporation;
(civ) RGGS Land & Minerals LTD., LP The time period for the valid exercise of Conversion Rights (as determined in accordance with the Buyer Charter Documents) shall have entered into an assignment terminated and, as of such time, holders of less than forty percent (40%) of the shares of Buyer Common Stock issued in Buyer’s IPO and assumption of lease with respect outstanding immediately prior to the RGGS LeaseClosing shall have validly exercised their Conversion Rights;
(v) All notices required to be given prior to the Closing set forth on Section 2A(v) of the Seller Disclosure Letter to, recognizing and all consents, approvals, authorizations and waivers set forth on Section 2A(v) of the assignment of Seller’s rights and obligations under Seller Disclosure Letter required to be obtained prior to the RGGS Lease Closing from, any third party or Governmental Entity shall have been given or obtained, as the case may be;
(vi) Buyer and/or Buyer Sub shall have received debt financing on terms satisfactory to Buyer and releasing Seller from all liabilities (with it being understood and obligations from agreed that any debt financing on terms not less favorable to Buyer and Buyer Sub than those set forth in any Debt Commitment Letters shall be satisfactory to Buyer and Seller for purposes of this Section 2A(vi)) and such debt financing shall include sufficient capacity to ensure that the Support Obligations of Seller in respect of the Business may be substituted by Buyer at or promptly after the Closing thereunderand allow for Buyer and its Domestic Subsidiaries to issue an Acceptable Note to Seller (if applicable), to be effective upon Closing;
(d) The Modified CBA and Buyer and Buyer Sub shall have been amended to reflect received the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d)proceeds of such debt financing in an amount of not less than $946,000,000; and
(evii) This Agreement will shall not have been terminated in accordance with Section 6.017A. Any condition specified in this Section 2A may be waived prior to Closing only by a written instrument signed by Seller and Buyer.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Aldabra 2 Acquisition Corp.), Purchase and Sale Agreement (Boise Cascade Holdings, L.L.C.)
Conditions to All Parties’ Obligations. The respective obligations of Noble, the Parties Company and the Shareholders to consummate effect the transactions contemplated hereby shall be subject to the satisfaction or waiver prior to the Closing Date of the following conditions:
(a) Noble, the Company and each of their respective subsidiaries shall have procured, if necessary or advisable, any necessary approvals, consents or waivers with respect to the Agreement and the transactions contemplated hereby, including approvals, consents or waivers from any federal, state, county, city, municipal, regional or local governmental authority within the United States, and all applicable statutory waiting periods under the HSR Act, if applicable, shall have expired or otherwise been terminated; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that are necessary or appropriate for the consummation of the transactions contemplated by the Agreement including, without limitation the consent of the GRS; provided, however, that, absent the written consent thereto by Noble, no approval, consent or waiver referred to in this Section 6.1(a) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Noble, or (ii) imposes any requirement upon Noble, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Noble or the Company, or (y) materially restrict or curtail the current business operations or activities of Noble or the Company.
(b) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement are shall have been satisfied.
(c) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the satisfaction consummation of the following conditions as of the Closing Date:
(a) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated, and any applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement under any other applicable Antitrust Law Agreement, and no litigation or proceeding shall have been obtained (be pending against Noble or the applicable waiting period shall have expired Company or been earlier terminated);
(b) Except for any pending Proceeding directly or indirectly initiated of their subsidiaries brought by the Party asserting its right not any governmental agency seeking to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA No statute, rule, regulation, order, injunction or decree shall have been amended to reflect the changes and duly ratified enacted, entered, promulgated, interpreted, applied or enforced by the Union Employeesany governmental authority which prohibits, and shall contain the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not have been terminated in accordance with Section 6.01restricts or makes illegal consummation of any transaction contemplated by this Agreement.
Appears in 1 contract
Conditions to All Parties’ Obligations. The respective obligations of the Parties Acquiror, Merger Sub and TW Holdings to consummate effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions:
(a) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of TW Holding, by the Acquiror as the sole shareholder of Merger Sub and by the board of directors of Merger Sub, all in accordance with applicable law.
(b) All necessary regulatory approvals, consents and waivers with respect to this Agreement and the transactions contemplated hereby shall have been received and all applicable statutory waiting periods shall have expired; provided, however, that no approval, consent or waiver referred to in this Section 5.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, would materially and adversely impact the economic and business benefits of the transactions contemplated hereby to the Acquiror so as to render it inadvisable in the judgment of the Acquiror to proceed with the transactions contemplated hereby.
(c) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing Date:
(a) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated, and any applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement under any other applicable Antitrust Law shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated);
(b) Except for any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTDsatisfied., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA No party hereto shall have been amended be subject to reflect any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the changes and duly ratified consummation of the Merger or any other transaction contemplated by the Union Employeesthis Agreement, and no litigation or proceeding shall contain be pending against the terms set forth on Schedule 2.01(d); andAcquiror or the TW Entities or any of their subsidiaries brought by any
(e) This Agreement will not No statute, rule, regulation, order, injunction or decree shall have been terminated in accordance with Section 6.01enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, or makes illegal consummation of the Merger or any other transaction contemplated by this Agreement.
Appears in 1 contract
Conditions to All Parties’ Obligations. The respective obligations of Golden State and CENFED to effect the Parties Merger shall be subject to consummate the satisfaction or, to the extent permitted by applicable law, waiver prior to the Effective Time of the following conditions:
(a) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the stock holders of CENFED in accordance with applicable law and its certificate of incorporation and by-laws.
(b) All necessary regulatory approvals, consents and waivers with respect to this Agreement and the transactions contemplated hereby shall have been received and shall remain in full force and effect, and all applicable statutory waiting periods shall have expired; provided, however, that no approval, consent or waiver referred to in this Section 5.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, would so materially and adversely impact the economic and business benefits of the transactions contemplated hereby to Golden State so as to render it inadvisable in the judgment of Golden State to proceed with the transactions contemplated hereby.
(c) Any other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement are shall have been satisfied.
(d) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the satisfaction consummation of the following conditions as of the Closing Date:
(a) The applicable waiting periods, if any, under the HSR Act will have expired Merger or been terminated, and any applicable Governmental Consents necessary to consummate the transactions other transaction contemplated by this Agreement under any other applicable Antitrust Law Agreement, and no litigation or proceeding shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated);
(b) Except for any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree against Golden State or Order would CENFED brought by any governmental agency seeking to prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not No statute, rule or regulation shall have been terminated enacted, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, or makes illegal consummation of the Merger or any other transaction contemplated by this Agreement.
(f) The shares of Golden State Common Stock issuable to CENFED stockholders pursuant to this Agreement upon the completion of the Merger shall have been authorized for listing on the NYSE upon official notice of issuance.
(g) The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order.
(h) Each of the letters from independent accountants, and written confirmations thereof, referred to in accordance with Section 6.01Sections 5.9 and 5.10 shall have been received at the times and in the form described in such Sections.
Appears in 1 contract
Conditions to All Parties’ Obligations. The obligations obligation of each of the Parties Company, the Representative, Xxxxxx and Merger Sub to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction of the following conditions as of immediately prior to the Closing DateEffective Time:
(a) The applicable the approvals and waiting periods under HSR Act (and any extensions thereof) and any Other Antitrust and FDI Regulations that are required for the consummation of the transactions contemplated hereby and set forth on Annex 4.03(a) shall have been received and remain in effect (in the case of approvals) or expired, waived or been terminated (in the case of waiting periods, if any, under the HSR Act will have expired or been terminated), and any applicable Governmental Consents necessary agreement with any governmental entity not to consummate close the transactions contemplated by this Agreement under any other applicable Antitrust Law shall have been obtained (or the applicable waiting period transaction shall have expired or been earlier terminated);
(b) Except for after the date hereof (i) no injunction, order, judgment, decision, decree or ruling (whether temporary, preliminary or permanent) shall have been issued, promulgated, enacted or enforced by any pending Proceeding directly Governmental Body and remain in effect and (ii) no law, statute or indirectly initiated by the Party asserting its right not regulation shall have been enacted, promulgated, enforced or deemed applicable to consummate this Agreement or the transactions contemplated hereby by this Agreement pursuant to this Section 2.01(bany Governmental Body, in each case of the immediately preceding clauses (i) and (ii), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgmentenjoining or otherwise prohibiting (whether temporarily, decree preliminarily or Order would prevent permanently) the performance of this Agreement or the consummation of any of the transactions contemplated hereby;
(c) No Action shall be pending before any Governmental Body wherein an unfavorable injunction, declare unlawful judgment, order, decree, ruling, or charge would (i) prohibit consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents or (ii) cause such any of the transactions contemplated by this Agreement or the other Transaction Documents to be rescinded;
(c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;rescinded following consummation; and
(d) The Modified CBA this Agreement shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not have been terminated in accordance with Section 6.019.01.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cognizant Technology Solutions Corp)
Conditions to All Parties’ Obligations. The respective obligations of Wavetek, WG and each WG Stockholder to effect the Parties Exchange or any other transaction contemplated by this Agreement shall be subject to consummate the satisfaction or waiver prior to the Effective Time of the following conditions:
(a) Wavetek shall have procured the required approval, consent, waiver or other administrative action pursuant to the Wavetek Credit Agreement; WG shall have procured the required approval, consent, waiver or other administrative action required pursuant to the WG Credit Agreement; Wavetek, WG and each WG Stockholder shall have procured the required approval, consent, waiver or other administrative action with respect to the Agreement and the transactions contemplated hereby pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and all applicable statutory waiting periods shall have expired or have been terminated; and Wavetek, WG and each WG Stockholder shall have procured all other regulatory approvals, consents, waivers or administrative actions of governmental authorities or other persons that are necessary to the consummation of the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that no approval, consent, waiver or administrative action referred to in this Section 5.1(a) shall be deemed to have been received if it shall include any condition or requirement that would (i) result in a Material Adverse Effect on Wavetek or WG (on a combined basis giving effect to the Exchange and the other transactions contemplated by this Agreement) or (ii) so materially and adversely affect the economic or business benefits of the Exchange that Wavetek or WG would not have entered into this Agreement had such conditions or requirements been known at the date hereof.
(b) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement are shall have been satisfied.
(c) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the satisfaction consummation of the following conditions as of the Closing Date:
(a) The applicable waiting periods, if any, under the HSR Act will have expired Exchange or been terminated, and any applicable Governmental Consents necessary to consummate the transactions other transaction contemplated by this Agreement under any other applicable Antitrust Law Agreement. No litigation or proceeding shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated);
(b) Except for any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgmentagainst the WG Stockholders, decree the Wavetek Stockholders, Wavetek or Order would WG or any of their subsidiaries brought by any governmental agency seeking to prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Exchange or any other transaction contemplated by this Agreement.
(e) The Modified CBA Certificate of Incorporation and Bylaws of Wavetek shall have been amended to reflect the changes and duly ratified as contemplated by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); andStockholders Agreement.
(ef) This Agreement will not The Initial Public Offering shall occur at the Effective Time.
(g) WG shall have been terminated received the opinion described in accordance with Section 6.014.11 hereto.
Appears in 1 contract
Conditions to All Parties’ Obligations. The obligations obligation of each of the Parties Company, Merger Sub and Buyer to consummate the transactions contemplated by this Agreement are Merger is subject to the satisfaction satisfaction, or waiver by the parties hereto, of the following conditions as of immediately prior to the Closing DateEffective Time:
(ai) The Any applicable waiting periods, if any, periods under the HSR Act will have expired or been terminated, and any applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement under any other applicable Antitrust Law shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated);
terminated (bthe “HSR Approval”) Except and all foreign antitrust or similar approvals required for any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescindedhereby shall have been obtained;
(cii) RGGS Land & Minerals LTD., LP Buyer Shareholder Approval (as defined in Section 6D) shall have entered into an assignment and assumption been duly obtained from the stockholders of lease with respect to Buyer by the RGGS Lease, recognizing the assignment of Seller’s rights and obligations requisite vote under the RGGS Lease to laws of the State of Delaware and the Buyer Charter Documents, the Buyer Post-Closing Directors shall have been duly elected in accordance with applicable law and releasing Seller from all liabilities the Buyer Charter Documents, the Buyer Post-Closing Certificate of Incorporation shall have been duly filed with the Secretary of State for the State of Delaware and obligations from become effective under the laws of the State of Delaware and after the Closing thereundernot have been amended, to be effective upon Closingmodified or repealed;
(diii) The Modified CBA Company Shareholder Approval shall have been amended to reflect duly obtained from the changes and duly ratified stockholders of the Company by the Union Employeesrequisite vote under the laws of the State of Delaware and the Company Charter Documents;
(iv) Holders of less than twenty percent (20%) of the shares of Buyer Common Stock issued in Buyer’s IPO and outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with Buyer’s Charter Documents;
(v) The Company shall have received such consents, amendments and/or waivers under the Senior Credit Agreement, Equipment Facility, Underwriting Agreement and agreements entered into in connection therewith and other material contracts to which it is party as may be necessary such that neither the Merger nor the Post-Closing Mergers shall (with or without the passage of time) constitute a breach or a default under any such arrangement and that there is no impediment to the Holdco Merger occurring immediately after the Effective Time;
(vi) The Registration Statement shall have become effective under the Securities Act and shall contain not be the subject of any stop order or proceeding by the SEC;
(vii) The Holdco Common Stock will be quoted or listed for trading on the Nasdaq, there will be no action or proceeding pending or threatened against Holdco or Buyer to prohibit or terminate the listing of Holdco Common Stock on the Nasdaq and Nasdaq shall not have required, as condition to such listing, any material amendment to the Investor Rights Agreement relative to the terms set forth on Schedule 2.01(d)in Exhibit F attached hereto or the Holdco Certificate of Incorporation relative to the terms set forth in Exhibit G attached hereto;
(viii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the consummation of the Merger;
(ix) The Company shall have received an opinion of maritime counsel reasonably satisfactory to the Company that the Buyer and its Subsidiaries will, immediately after giving effect to the Merger, and Holdco and its Subsidiaries will, immediately after giving effect to the Post-Closing Mergers, meet the citizenship requirements for coastwise trading and dredging in the navigable waters of the United States and with respect to such other maritime matters as the Company may reasonably request; and
(ex) This Agreement will shall not have been terminated in accordance with Section 6.01.9A.
Appears in 1 contract
Conditions to All Parties’ Obligations. The respective obligations of the Parties Acquiror, Merger Sub (when duly incorporated) and the Company to consummate effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions:
(a) The Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the shareholders of the Company in accordance with the DGCL.
(b) All necessary regulatory approvals, consents and waivers with respect to the Agreement and the transactions contemplated hereby shall have been received, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for the Acquiror and the Company, are necessary or appropriate to the consummation of the transactions contemplated by the Agreement; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, would reasonably be expected to (i) result in a Material Adverse Effect on the Company or the Acquiror or (ii) reduce the benefits of the transactions contemplated by the Agreement to the Acquiror in so significant a manner that the Acquiror, in its good faith reasonable judgment, would not have entered into this Agreement had such condition or requirement been known at the date hereof.
(c) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement are shall have been satisfied.
(d) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the satisfaction consummation of the following conditions as of Merger, the Closing Date:
(a) The applicable waiting periods, if any, under the HSR Act will have expired Bank Merger or been terminated, and any applicable Governmental Consents necessary to consummate the transactions other transaction contemplated by this Agreement under any other applicable Antitrust Law Agreement, and no litigation or proceeding shall have been obtained (be pending against 47 the Acquiror or the applicable waiting period shall have expired Company or been earlier terminated);
(b) Except for any pending Proceeding directly or indirectly initiated of their subsidiaries brought by the Party asserting its right not any governmental agency seeking to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not No statute, rule, regulation, order, injunction or decree shall have been terminated in accordance with Section 6.01enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transaction contemplated by this Agreement.
Appears in 1 contract
Conditions to All Parties’ Obligations. The respective obligations of FSB, the Parties Company and the Bank to consummate effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions:
(a) This Agreement and the transactions contemplated hereby shall have been approved by the affirmative vote of the holders of two-thirds of the outstanding Bank Common Stock.
(b) Interim shall have been duly organized.
(c) FSB, the Company, Interim and the Bank shall have procured from the OTS and the FDIC (to the extent required by law) the required approvals, consents or waivers with respect to the Agreement and the transactions contemplated hereby and all applicable statutory waiting periods shall have expired; and FSB, the Company, Interim and the Bank shall have procured all other regulatory approvals, consents or waivers of Government Regulators or other persons that are necessary to the consummation of the transactions contemplated by the Agreement; PROVIDED, HOWEVER, that no approval, consent or waiver referred to in this Section 5.1(c) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, would (i) result in a Material Adverse Effect on FSB, the Company or the Surviving Bank (on a combined basis giving effect to the Merger and the other transactions contemplated by this Agreement) or (ii) would materially reduce the benefits of the transactions contemplated by the Agreement to FSB, the Company or the Surviving Bank in a manner that FSB or the Company, in their good faith reasonable judgment, would not have entered into this Agreement had such condition or requirement been known at the date hereof.
(d) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement are shall have been satisfied.
(e) No party hereto or any affiliate thereof shall be subject to any order, decree or injunction of a court or Government Regulator of competent jurisdiction which enjoins or prohibits the satisfaction consummation of the following conditions as of the Closing Date:
(a) The applicable waiting periods, if any, under the HSR Act will have expired Merger or been terminated, and any applicable Governmental Consents necessary to consummate the transactions other transaction contemplated by this Agreement under any other applicable Antitrust Law Agreement, and no litigation or proceeding shall have been obtained (be pending against FSB, the Company or the applicable waiting period shall have expired Bank or been earlier terminated);
(b) Except for any pending Proceeding directly or indirectly initiated of their affiliates brought by the Party asserting its right not any Government Regulator seeking to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby.
(f) No statute, declare unlawful rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Government Regulator which prohibits, restricts or makes illegal consummation of the transactions Merger or any other transaction contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTDAgreement., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not have been terminated in accordance with Section 6.01.
Appears in 1 contract
Conditions to All Parties’ Obligations. The obligations of the Parties Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing Date:
(a) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated, All required notifications and any applicable filings with Governmental Consents necessary to consummate Authorities in connection with the transactions contemplated by this Agreement under any other applicable Antitrust Law shall have been obtained made and each applicable Governmental Authority, to the extent required before Closing, shall either have (i) given the approvals, consents or clearances required under relevant applicable Law for the completion of the transactions contemplated by this Agreement, (ii) rendered a decision that no approval, consent or clearance is required under relevant applicable Law for completion of the transactions contemplated by this Agreement, (iii) failed to render a decision within the applicable waiting period shall have expired under relevant applicable Law and such failure is considered under such Law to be a grant of all requisite consents or clearances under such Law, or (iv) referred the transactions contemplated by this Agreement or any part thereof to another Governmental Authority in accordance with relevant applicable Law and one of the requirements listed in items (i) through (iii) above has been earlier terminated);fulfilled in respect of such other Governmental Authority.
(b) Except for any pending Proceeding or threatened suit, action or other proceeding directly or indirectly initiated by the Party party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding action or proceeding before any Governmental Authority will be pending or threatened in writing wherein an unfavorable judgment, decree or Order order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;.
(c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not have been terminated in accordance with Section 6.018.01(a).
Appears in 1 contract
Conditions to All Parties’ Obligations. The Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the Parties parties to this Agreement to consummate the transactions contemplated by this Agreement are subject to described herein shall be conditioned upon the satisfaction of each of the following conditions as of precedent on or prior to the Closing Date:.
A. APPROVAL BY GOVERNMENTAL OR REGULATORY AUTHORITIES; NO DISADVANTAGEOUS CONDITIONS.
(aI) The applicable Merger and other transactions described herein shall have been approved, to the extent required by law, by the FRB, the FDIC, the Commissioner and the North Carolina State Banking Commission, and by all other governmental or regulatory agencies or authorities having jurisdiction over such transactions, (II) no governmental or regulatory agency or authority shall have withdrawn its approval of such transactions or imposed any condition on such transactions or conditioned its approval thereof, which condition is reasonably deemed by the Holding Company or Mecklenburg to be materially disadvantageous or burdensome or to impact so adversely the economic or business benefits of this Agreement as to render it inadvisable for such party to consummate the Merger; (III) all waiting periodsperiods required following necessary approvals by governmental or regulatory agencies or authorities shall have expired, and, in the case of the waiting period following approval by the FRB and the FDIC, no unwithdrawn objection to the Merger shall have been raised by the U.S. Department of Justice; and (IV) all other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the transactions contemplated herein shall have been procured.
B. EFFECTIVENESS OF REGISTRATION STATEMENT; COMPLIANCE WITH SECURITIES AND OTHER "BLUE SKY" REQUIREMENTSEFFECTIVENESS OF REGISTRATION STATEMENT; COMPLIANCE WITH SECURITIES AND OTHER "BLUE SKY" REQUIREMENTS. The Registration Statement shall be effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. The Holding Company shall have taken all such actions, if any, as required by applicable state securities laws (I) to cause the Triangle Stock to be issued upon consummation of the Merger, at the time of the issuance thereof, to be duly qualified or registered (unless exempt) under such laws, (II) to cause all conditions to any exemptions from qualification or registration under such laws to have been satisfied, and (III) to obtain any and all required approvals or consents with respect to the HSR Act will have expired or been terminatedissuance of such stock, and any applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement under any other applicable Antitrust Law such required approvals or consents shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated);
(b) Except for any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not have been terminated remain in accordance with Section 6.01effect.
Appears in 1 contract
Conditions to All Parties’ Obligations. The obligations of the Parties Akebia and Keryx to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the satisfaction or waiver (to the extent permitted by applicable Law) by Akebia and Keryx of the following conditions as of the Closing Dateconditions:
(a) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated, and any applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement under any other applicable Antitrust Law Akebia Shareholder Approval shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated)obtained;
(b) Except for any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescindedThe Keryx Shareholder Approval shall have been obtained;
(c) RGGS Land & Minerals LTD., LP The Registration Statement shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations become effective under the RGGS Lease to Buyer Securities Act, and releasing Seller from all liabilities no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and obligations from and after the Closing thereunder, to be effective upon Closingremain in effect;
(d) The Modified CBA waiting period (and any extension thereof) applicable to the Contemplated Transactions under the HSR Act shall have expired or been amended to reflect terminated;
(e) There shall be no order, injunction, judgment, decree or ruling (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered after the changes and duly ratified date of this Agreement by any Governmental Body of competent jurisdiction or Laws enacted or promulgated after the Union Employeesdate of this Agreement shall be in effect enjoining, and shall contain restraining, preventing or prohibiting consummation of the terms set forth on Schedule 2.01(d)Contemplated Transactions or making consummation of the Contemplated Transactions illegal; and
(ef) This The Akebia Shares issuable to the Keryx Shareholders pursuant to this Agreement will not shall have been terminated in accordance with Section 6.01approved for listing on the NASDAQ, subject to official notice of issuance.
Appears in 1 contract
Conditions to All Parties’ Obligations. The respective obligations of Parent and the Parties Company to consummate effect the transactions contemplated by this Agreement are Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions as of the Closing Dateconditions:
(a) The Plan and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent in accordance with their respective articles of incorporation and applicable waiting periodslaw.
(b) Parent, the Company and each of their respective subsidiaries shall have procured, if anyrequired in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent, are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof.
(c) The S-4 shall have become effective under the HSR Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will have expired or been terminated, and any applicable Governmental Consents qualify for "pooling of interests" accounting treatment.
(e) All other requirements prescribed by law which are necessary to consummate the consummation of the transactions contemplated by this Agreement under any other applicable Antitrust Law Plan shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated);satisfied.
(bf) Except for No party hereto shall be subject to any pending Proceeding directly order, decree or indirectly initiated by injunction of a court or agency of competent jurisdiction which enjoins or prohibits the Party asserting its right not to consummate consummation of the transactions Merger or any other transaction contemplated by this Agreement pursuant to this Section 2.01(b)Plan, and no Proceeding before any Governmental Authority will litigation or proceeding shall be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of any of the transactions contemplated hereby.
(g) No statute, declare unlawful rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the transactions Merger or any other transaction contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTDPlan., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not have been terminated in accordance with Section 6.01.
Appears in 1 contract
Conditions to All Parties’ Obligations. The respective obligations of -------------------------------------- parties to effect the Parties to consummate the transactions contemplated by this Agreement are Mergers shall be subject to the satisfaction or waiver prior to the Effective Time of the Interim Merger of the following conditions as of the Closing Dateconditions:
(a) The applicable waiting periodsAgreement and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of Liberty Bank.
(b) General Bank, if anyGBC and Liberty Bank shall have procured the required Regulatory Agencies' approvals, under consents or waivers with respect to the HSR Act will have expired or been terminatedAgreement and the transactions contemplated hereby (including the organization of GB Interim Bank), and all applicable statutory waiting periods shall have expired; and the parties shall have procured any applicable Governmental Consents other regulatory approvals, consents or waivers of governmental authorities or other persons that are necessary or appropriate to consummate the consummation of the transactions contemplated by the Agreement; provided, however, that no approval, consent or waiver referred -------- ------- to in this Agreement under any other applicable Antitrust Law shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated);
Section 6.1 (b) Except for shall be deemed to have been received if it shall include any pending Proceeding directly condition or indirectly initiated by requirement that, individually or in the Party asserting its right not aggregate, (i) would result in a Material Adverse Effect on Liberty Bank or General Bank (after giving effect to consummate the Interim Merger or the Bank Merger and the other transactions contemplated by this Agreement pursuant to this Section 2.01(bAgreement), no Proceeding before or (ii) would so materially reduce the economic or business benefits of the acquisition contemplated by the Agreement to General Bank or GBC that had such condition been known to General Bank or GBC, General Bank and GBC in their respective good faith reasonable judgments would not have entered into this Agreement.
(c) No party hereto shall be subject to any Governmental Authority will be pending wherein an unfavorable judgmentorder, decree or Order would prevent the performance injunction of this Agreement a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Interim Merger or the Bank Merger or any other transaction contemplated by this Agreement, and no litigation or proceeding shall be pending against any party or any of their respective subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA No statute, rule, regulation, order, injunction or decree shall have been amended to reflect enacted, entered or promulgated by any governmental authority which prohibits, restricts or makes illegal the changes and duly ratified consummation of the Interim Merger or the Bank Merger, or any other transaction contemplated by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); andthis Agreement.
(e) This The Exchange Agent Agreement will not shall have been terminated in accordance with Section 6.01executed by all appropriate parties and the Adjusted Cash Consideration shall have been delivered to the Exchange Agent.
Appears in 1 contract
Conditions to All Parties’ Obligations. The obligations of the Parties Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing Date:
(a) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated, All required notifications and any applicable filings with Governmental Consents necessary to consummate Authorities in connection with the transactions contemplated by this Agreement under any other applicable Antitrust Law shall have been obtained made and each applicable Governmental Authority, to the extent required before Closing, shall either have (i) given the approvals, consents or clearances required under relevant applicable Law for the completion of the transactions contemplated by this Agreement, (ii) rendered a decision that no approval, consent or clearance is required under relevant applicable Law for completion of the transactions contemplated by this Agreement, (iii) failed to render a decision within the applicable waiting period shall have expired under relevant applicable Law and such failure is considered under such Law to be a grant of all requisite consents or clearances under such Law, or (iv) referred the transactions contemplated by this Agreement or any part thereof to another Governmental Authority in accordance with relevant applicable Law and one of the requirements listed in items (i) through (iii) above has been earlier terminated);fulfilled in respect of such other Governmental Authority.
(b) Except for any pending Proceeding or threatened suit, action or other proceeding directly or indirectly initiated by the Party party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding action or proceeding before any Governmental Authority will be pending or threatened in writing wherein an unfavorable judgment, decree or Order order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;.
(c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not have been terminated in accordance with Section 6.018.01(a).
Appears in 1 contract
Conditions to All Parties’ Obligations. The obligations of all the Parties parties to consummate the transactions contemplated by this Agreement are to effect the Venus Exchange and Lomak Exchange shall be subject to the satisfaction fulfillment of the following conditions as of the Closing Dateconditions:
(a) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated, and any applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement under any other applicable Antitrust Law Venus Stockholder Approval shall have been obtained (or by Venus, and the applicable waiting period Board of Directors and officers of Xplor shall have expired or been earlier terminated);reconstituted as contemplated by Section 8.01 hereof, effective upon Closing, and all other officers and directors of Xplor shall have resigned in writing.
(b) Except for No temporary restraining order, preliminary or permanent injunction or other order or restraint issued by any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b)court of competent jurisdiction, no Proceeding before order, decree, restraint or pronouncement by any Governmental Authority will be pending wherein an unfavorable judgmentEntity or Regulatory Authority, decree and no other legal restraint or Order prohibition which would prevent or have the performance effect of this Agreement or preventing the consummation of any of the transactions contemplated hereby, declare unlawful Venus Exchange or the transactions contemplated by this Agreement Lomak Exchange shall have been issued or cause such transactions to adopted or be rescindedin effect;
(c) RGGS Land & Minerals LTD.All material permits, LP approvals, filings and consents required or advisable to be obtained or made, and all waiting periods required or contemplated to expire, prior to the consummation of the Venus Exchange and the Lomak Exchange under applicable federal laws of the United States or applicable laws of any state or foreign country having jurisdiction over the Venus Exchange, the Lomak Exchange and the other transactions contemplated herein shall have entered into an assignment been obtained, made or expired, as the case may be (all such permits, approvals, filings and assumption consents and the lapse of lease with respect all such waiting periods being referred to as the RGGS Lease"Requisite Regulatory Approvals"), recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer all such Requisite Regulatory Approvals shall be in full force and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closingeffect;
(d) The Modified CBA shares of Xplor Stock to be issued hereunder shall have been amended to reflect included for quotation on NASDAQ SmallCap Market;
(e) A Stockholders Agreement substantially in the changes and duly ratified form set form as Exhibit 9.01(e) shall have been entered into by the Union EmployeesXxxx Group, the Xxxxx Group and shall contain the Lomak Petroleum Inc. (as such terms set forth on Schedule 2.01(dare defined in such Agreement); and
(ef) This Agreement will not have been terminated in accordance with Section 6.01The Venus Exchange and the Lomak Exchange shall be consummated simultaneously.
Appears in 1 contract
Conditions to All Parties’ Obligations. The respective obligations of Monarch and the Parties Company to consummate effect the transactions contemplated by this Agreement are Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions as of the Closing Dateconditions:
(a) The applicable waiting periodsPlan, if anythe Merger, under the HSR Act will Bank Merger and the other transactions contemplated hereby shall have expired been approved by the requisite vote of the respective shareholders of the Company, Company Bank, Monarch and Monarch Bank.
(b) Monarch and the Company shall have procured the approvals, consents or been terminatedwaivers with respect to the Plan, the Merger, the Bank Merger and the other transactions contemplated hereby by the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Monarch and the Company, are necessary or appropriate for the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby; provided, however, that no approval, consent or waiver referred to in this Section 5.1(b) shall be deemed to have been received if it shall include any applicable Governmental Consents condition or requirement (other than conditions or requirements that have been imposed on Monarch in connection with previous acquisitions announced since 1995) that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Monarch or the Company or (ii) would reduce the economic and business benefits of the transactions contemplated by the Plan to Monarch or the Company in so significant and adverse a manner that the party or parties so affected, in its or their judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof.
(c) All other requirements prescribed by law which are necessary to the consummation of the Merger and the Bank Merger and any transactions necessary to consummate the transactions contemplated by this Agreement under any other applicable Antitrust Law Merger and the Bank Merger shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated);
(b) Except for any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTDsatisfied., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA No party hereto shall have been amended be subject to reflect any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the changes and duly ratified by consummation of the Union EmployeesMerger or the Bank Merger or any transaction necessary to consummate the Merger or the Bank Merger, and no litigation or proceeding shall contain be pending against Monarch or the terms set forth on Schedule 2.01(d); andCompany or any of their Subsidiaries brought by any governmental agency seeking to prevent consummation of the Merger or the Bank Merger or any transaction necessary to consummate the Merger or the Bank Merger.
(e) This Agreement will not No statute, rule, regulation, order, injunction or decree shall have been terminated enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transaction contemplated by this Plan.
(f) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(g) Monarch shall have received an opinion of Sullivan & Cromwexx xxx xhe Xxxxxxx shall have received an opinion of Company Counsel, no later than thirty (30) days from the date hereof, and confirmed immediately prior to the Effective Time, substantially to the effect that the Merger will be a reorganization within the meaning of Section 368(a) of the Code, and that Monarch and the Company will each be a party to that reorganization. Each such opinion may be based on, in accordance addition to the review of such matters of law and fact as counsel rendering the opinion considers appropriate, (i) representations made at counsel's request by Monarch, the Company, shareholders of Monarch or the Company, or any combination of such persons, (ii) Certificates provided at counsel's request by officers of Monarch or of the Company and other appropriate persons and (iii) assumptions set forth in the opinion with Section 6.01the consent of Monarch (in the case of the opinion to be delivered by Sullivan & Cromwexx) xx xith xxx xxxsent of the Company (in the case of the opinion to be delivered by Company Counsel).
Appears in 1 contract
Samples: Merger Agreement (California Commercial Bankshares)
Conditions to All Parties’ Obligations. The respective obligations of Golden State and CENFED to effect the Parties Merger shall be subject to consummate the satisfaction or, to the extent permitted by applicable law, waiver prior to the Effective Time of the following conditions:
(a) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the stockholders of CENFED in accordance with applicable law and its certificate of incorporation and by-laws.
(b) All necessary regulatory approvals, consents and waivers with respect to this Agreement and the transactions contemplated hereby shall have been received and shall remain in full force and effect, and all applicable statutory waiting periods shall have expired; provided, however, that no approval, consent or waiver referred to in this Section 5.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, would so materially and adversely impact the economic and business benefits of the transactions contemplated hereby to Golden State so as to render it inadvisable in the judgment of Golden State to proceed with the transactions contemplated hereby.
(c) Any other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement are shall have been satisfied.
(d) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the satisfaction consummation of the following conditions as of the Closing Date:
(a) The applicable waiting periods, if any, under the HSR Act will have expired Merger or been terminated, and any applicable Governmental Consents necessary to consummate the transactions other transaction contemplated by this Agreement under any other applicable Antitrust Law Agreement, and no litigation or proceeding shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated);
(b) Except for any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree against Golden State or Order would CENFED brought by any governmental agency seeking to prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not No statute, rule or regulation shall have been terminated enacted, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, or makes illegal consummation of the Merger or any other transaction contemplated by this Agreement.
(f) The shares of Golden State Common Stock issuable to CENFED stockholders pursuant to this Agreement upon the completion of the Merger shall have been authorized for listing on the NYSE upon official notice of issuance.
(g) The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order.
(h) Each of the letters from independent accountants, and written confirmations thereof, referred to in accordance with Section 6.01Sections 5.9 and 5.10 shall have been received at the times and in the form described in such Sections.
Appears in 1 contract
Conditions to All Parties’ Obligations. The Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the Parties parties to this Agreement to consummate the transactions contemplated by this Agreement are subject to described herein shall be conditioned upon the satisfaction of each of the following conditions as of precedent on or prior to the Closing Date:
(a) APPROVAL BY GOVERNMENTAL OR REGULATORY AUTHORITIES; NO DISADVANTAGEOUS CONDITIONS.
(i) The applicable waiting periodsExchange and the other transactions described herein shall have been approved, if anyto the extent required by law, under by the HSR Act will Federal Reserve and by all other governmental agencies or Regulatory Authorities having jurisdiction over such transaction, (ii) no governmental agency or Regulatory Authority shall have expired withdrawn its approval of such transactions or been terminatedimposed any condition on such transactions or conditioned its approval thereof, and any applicable Governmental Consents necessary which condition is reasonably deemed by Financial Corporation or Community Bank to be materially disadvantageous or burdensome or to impact so adversely the economic or business benefits of this Agreement as to render it inadvisable for such party to consummate the transactions contemplated herein; (iii) all waiting periods required following necessary approvals by this Agreement governmental agencies or Regulatory Authorities shall have expired, and, in the case of any waiting period imposed by law or regulation following approval by the Federal Reserve, or other governmental agency or Regulatory Authority, no unwithdrawn objection to the transactions contemplated herein shall have been raised by the U.S. Department of Justice; and (iv) all other consents, approvals, and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the transactions contemplated herein shall have been procured.
(b) EFFECTIVENESS OF REGISTRATION STATEMENT, COMPLIANCE WITH SECURITIES AND OTHER "BLUE SKY" REQUIREMENTS. The Registration Statement shall be effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. Financial Corporation shall have taken all such actions, if any, as required by applicable state securities laws (i) to cause the Financial Corporation Stock to be issued upon consummation of the Exchange, at the time of the issuance thereof, to be duly qualified or registered (unless exempt) under such laws; (ii) to cause all conditions to any other applicable Antitrust Law exemptions from qualification or registration under such laws to have been satisfied; and (iii) to obtain any and all required approvals or consents with respect to the issuance of such stock, and any such required approvals or consents shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated);
(b) Except for any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not have been terminated remain in accordance with Section 6.01effect.
Appears in 1 contract
Samples: Share Exchange Agreement (Southern Community Financial Corp)
Conditions to All Parties’ Obligations. The obligations of the Parties CBLI and CYTO to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the satisfaction or waiver (to the extent permitted by applicable Law) by CBLI and CYTO of the following conditions as of the Closing Dateconditions:
(a) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated, and any applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement under any other applicable Antitrust Law CBLI Stockholder Approval shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated)obtained;
(b) Except for any pending Proceeding directly or indirectly initiated by The CYTO Stockholder Written Consent evidencing the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will Required CYTO Stockholder Approval shall be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescindedin full force and effect;
(c) RGGS Land & Minerals LTD., LP The Merger Sub Stockholder Written Consent evidencing the approval of the Contemplated Transactions and the adoption of the Merger Agreement shall have entered into an assignment be in full force and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closingeffect;
(d) The Modified CBA Registration Statement shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been amended to reflect the changes and duly ratified issued by the Union EmployeesSEC and remain in effect;
(e) There shall be no Order (whether temporary, and preliminary or permanent) enacted, promulgated, issued or entered after the date of this Agreement by any Governmental Body of competent jurisdiction or Laws enacted or promulgated after the date of this Agreement shall contain be in effect enjoining, restraining, preventing or prohibiting consummation of the terms set forth on Schedule 2.01(d)Contemplated Transactions or making consummation of the Contemplated Transactions illegal; and
(ef) This The CYTO Merger Shares issuable to the CYTO Stockholders pursuant to this Agreement will not shall have been terminated in accordance with Section 6.01approved for listing on NASDAQ, subject to official notice of issuance, and the application for initial listing of the CBLI Common Stock required under Rule 5110(a) of the NASDAQ Listed Company Rules (or any successor rule thereto) shall have been approved.
Appears in 1 contract
Conditions to All Parties’ Obligations. The Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the Parties parties to this Agreement to consummate the transactions contemplated by this Agreement are subject to described herein shall be conditioned upon the satisfaction of each of the following conditions as of precedent on or prior to the Closing Date:
(a) Approval by Regulatory Authorities; Disadvantageous Conditions.
(i) The applicable waiting periodsMerger and other transactions described in this Agreement shall have been approved, if anyto the extent required by law, under by the HSR Act will have expired or been terminatedVirginia Commissioner and the FRB, and by all other Regulatory Authorities having jurisdiction over such transactions; (ii) no Regulatory Authority shall have objected to or withdrawn its approval of such transactions or imposed any applicable Governmental Consents necessary condition on such transactions or its approval thereof, which condition is reasonably deemed by MFC to so adversely impact the economic or business benefits of this Agreement to MFC and MountainBank as to substantially reduce the financial value of the Merger to MFC and MountainBank considered as one entity and render it inadvisable for it to consummate the Merger; (iii) the 15-day or 30-day waiting period, as applicable, required following necessary approvals by the FRB for review of the transactions contemplated described herein by this Agreement under the United States Department of Justice shall have expired, and, in connection with any other applicable Antitrust Law such review, no objection to the Merger shall have been obtained raised; and (iv) all other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the applicable waiting period carrying out of the transactions contemplated herein shall have expired or been earlier terminated);procured. EXHIBIT 2.1
(b) Except for Adverse Proceedings, Injunction, Etc. There shall not be (i) any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgmentorder, decree or Order would prevent injunction of any court or agency of competent jurisdiction which enjoins or prohibits the performance Merger or any of the other transactions described in this Agreement or either of the consummation parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authority), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit Cardinal or MFC from consummating the Merger or carrying out any of the transactions contemplated herebyterms or provisions of this Agreement, declare unlawful the transactions contemplated or (iv) any other suit, claim, action or proceeding pending or threatened against Cardinal or MFC or any of their respective officers or directors which shall reasonably be considered by this Agreement Cardinal or cause such transactions MFC to be rescinded;
(c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect materially burdensome in relation to the RGGS Leaseproposed Merger, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall or which Cardinal or MFC reasonably believes would have been amended to reflect the changes and duly ratified by the Union Employeesa Cardinal Material Effect or a MFC Material Effect , and shall contain which has not been dismissed, terminated or resolved to the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not have been terminated in accordance with Section 6.01satisfaction of all parties hereto within 90 days of the institution or threat thereof.
Appears in 1 contract
Conditions to All Parties’ Obligations. The obligations of Parent, Merger Sub and the Parties Company to consummate the transactions contemplated by this Agreement Contemplated Transactions and of Parent to consummate the Parent Share Issuance and the issuance of the New Parent Equity Awards are subject to the satisfaction (or, to the extent permitted by Law, written waiver by Parent and the Company) of the following conditions as of the Closing Dateconditions:
(a) The Company Stockholder Approval will have been obtained;
(b) The Parent Stockholder Approval will have been obtained;
(c) The Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued by the SEC and remain in effect and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;
(d) The Parent ADRs that are issuable pursuant to this Agreement shall have been authorized for listing on the Exchange, subject to official notice of issuance, and the Parent Ordinary Shares that are issuable pursuant to this Agreement shall have been authorized for listing on the ASX;
(e) The F-6 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the F-6 shall have been issued and remain in effect and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;
(i) The Australian Prospectus (to the extent required by applicable Law) will have been lodged with ASIC and the exposure period prescribed by section 727(3) of the Corporations Act will have elapsed (if applicable) and no stop order is issued by ASIC in relation to the Australian Prospectus and remains in effect or (ii) ASIC shall have granted Parent such consents, approvals, waivers, relief and exemptions, or have done such other acts, so as to permit the parties hereto to effect the Merger, the Contemplated Transactions and the Parent Share Issuance without requiring the Australian Prospectus to be lodged with ASIC;
(g) The ASX and ASIC shall have provided to Parent and Merger Sub such consents, approvals, waivers, relief and exemptions, or do such other acts, as are required under the ASX Listing Rules, the Corporations Act and any other applicable Laws to undertake and effect the Merger and the other Contemplated Transactions and implement the Parent Share Issuance and the issuance of the New Parent Equity Awards, and in connection with the offer, issue and sale of the Parent Ordinary Shares and Parent ADRs being issued in the Merger and the exchange of shares mechanics set out in Article 1 and in connection with the offer, issue and sale of the New Parent Equity Awards (and the satisfaction by Parent and Merger Sub of any conditions imposed by ASX and ASIC (as applicable) in such consents, approvals, waivers, relief and exemptions (including any shareholder approvals required under the ASX Listing Rules)) (the “Australian Waivers”) or the ASX and ASIC (as applicable) will have confirmed to Parent that no such Australian Waivers are required;
(h) Any applicable waiting periods, if any, period (and any extension thereof) applicable to the Contemplated Transactions under the HSR Act will have expired or been terminatedterminated (together with the Australian Waivers, and the “Required Approvals”);
(i) There will be no (i) Governmental Order (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered by any applicable Governmental Consents necessary to consummate Body of competent jurisdiction or (ii) Laws enacted or promulgated, in each case, that have the transactions contemplated by this Agreement under any other applicable Antitrust Law effect of enjoining, restraining, preventing or prohibiting consummation of the Contemplated Transactions or the Parent Share Issuance or the issuance of the New Parent Equity Awards or making consummation of the Contemplated Transactions or the Parent Share Issuance or the issuance of the New Parent Equity Awards illegal; and
(j) The Required Approvals shall have been obtained (or without the applicable waiting period shall have expired or been earlier terminated);
(b) Except for any pending Proceeding directly or indirectly initiated by the Party asserting its right not to consummate the transactions contemplated by this Agreement pursuant to this Section 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation imposition of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded;
(c) RGGS Land & Minerals LTDBurdensome Condition., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing;
(d) The Modified CBA shall have been amended to reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and
(e) This Agreement will not have been terminated in accordance with Section 6.01.
Appears in 1 contract
Samples: Merger Agreement (Sezzle Inc.)
