Conditions to Consummation of Merger. 35 5.1 Conditions to Each Party's Obligations........................................................ 35 5.2 Conditions to Obligations of the Parent and the Acquisition Subsidiary........................ 36 5.3 Conditions to Obligations of the Company...................................................... 37
Conditions to Consummation of Merger. 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:
(a) this Agreement and the Merger shall have received the Requisite Stockholder Approval by the Company Stockholders;
(b) the Buyer and the Company shall be satisfied that the issuances of Buyer Common Stock in the transaction shall be exempt under Section 4(2) of the Securities Act;
(c) no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger or limiting or restricting the Buyer's conduct or operation of the business of the Buyer or the Surviving Corporation after the Merger shall have been issued, nor shall any proceeding brought by any Governmental Entity, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal;
(d) the Buyer shall have received all permits and other authorizations required under applicable state securities laws for the issuance of the Merger Shares;
(e) the Company, the Buyer, the Escrow Agent and the Stockholders' Agent (as defined in Article VII hereto) shall have entered into the Escrow Agreement; and
(f) the Buyer and the Company shall each have received the written opinion of their respective counsel in form reasonably satisfactory to each of the opposing counsel to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. In preparing the tax opinions, counsel may rely on reasonable assumptions and may also rely on (and to the extent reasonably required, the parties and Company Stockholders shall make) reasonable representations related thereto.
Conditions to Consummation of Merger. 45 5.1 Conditions to Obligations of the Buyer and the Transitory Subsidiary.... 45 5.2 Conditions to Obligations of the Company................................ 47 ARTICLE VI INDEMNIFICATION.......................................................... 48 6.1 Indemnification by the Equity Holders................................... 48 6.2
Conditions to Consummation of Merger. 5.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the condition that the Stockholder Proposals shall have received the requisite stockholder approval under applicable law.
Conditions to Consummation of Merger. 5.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:
(a) this Agreement and the Merger shall have received the Requisite Shareholder Approval by the Company Shareholders; and
(b) all applicable waiting periods (and any extensions thereof) under the Harx-Xxxxx-Xxxxxx Xxt shall have expired or otherwise been terminated.
Conditions to Consummation of Merger. 27 5.1 Conditions to Each Party's Obligations 27 5.2 Conditions to Obligations of the Buyer and the Transitory Subsidiary 27 5.3 Conditions to Obligations of the Company 29
Conditions to Consummation of Merger. 30 5.1 Conditions to Each Party's Obligations.................................. 30
Conditions to Consummation of Merger. 42 6.01 Conditions to Obligations of Buyer and Newco...... 42 6.02 Conditions to Obligations of the Company and the Shareholders.................................. 44
Conditions to Consummation of Merger. 37 5.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS.......................................................................37 5.2 CONDITIONS TO OBLIGATIONS OF THE PARENT AND THE ACQUISITION SUBSIDIARY.......................................38 5.3 CONDITIONS TO OBLIGATIONS OF THE COMPANY.....................................................................39
Conditions to Consummation of Merger. Section 6.1 Conditions to Each Party's Obligations. Notwithstanding -------------------------------------- any other provision of this Agreement, the obligations of each party hereto to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
(a) There shall not be instituted and pending or threatened any Action before any Governmental Entity (i) challenging the Merger or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated hereby, or (ii) seeking to prohibit the direct or indirect ownership or operation by Buyer or the Surviving Corporation of all or a material portion of the business or assets of the Company, or to compel Buyer, the Surviving Corporation or the Company to dispose of or hold separate all or a material portion of the business or assets of the Company, the Surviving Corporation or Buyer.
(b) Buyer shall have had declared effective its registration statement under the Securities Act with respect to its firm commitment underwritten initial public offering of the Buyer Common Stock, and no stop order with respect thereto shall have been entered by the Securities and Exchange Commission.
