Common use of CONDITIONS TO CONSUMMATION OF THE MERGER Clause in Contracts

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCG; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI and TCG; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 4 contracts

Samples: Acquisition Agreement (Worldwide Wireless Networks Inc), Acquisition Agreement (Worldwide Wireless Networks Inc), Acquisition Agreement (Worldwide Wireless Networks Inc)

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CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders Stockholders of TCGDSC and Voyager; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI Dakota and TCGVoyager; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 3 contracts

Samples: Merger Agreement (Dakota Imaging Inc), Merger Agreement (Giuffria Gregg Russell), Merger Agreement (Dakota Imaging Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. 5.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGKFI and CALIPSO; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI CALIPSO and TCGKFI; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger;; and (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and.

Appears in 3 contracts

Samples: Merger Agreement (Calipso Inc), Merger Agreement (Calipso Inc), Merger Agreement (Calipso Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGVAC and SRC; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI VAC and TCGSRC; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 2 contracts

Samples: Acquisition Agreement (Salesrepcentral Com Inc), Acquisition Agreement (Salesrepcentral Com Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGEZJR; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI IVP and TCGEZJR; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 2 contracts

Samples: Acquisition Agreement (EZJR, Inc.), Acquisition Agreement (EZJR Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGPINOAK; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI ETLB and TCGPINOAK; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 2 contracts

Samples: Acquisition Agreement (Pinoak Inc /Nv/), Acquisition Agreement (Pinoak Inc /Nv/)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGRPDT, RTI SUB and Rapidtron; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI and TCG; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority Governmental Entity which prohibits, restrains, enjoins or restricts the consummation of the Merger;; and (dc) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and.

Appears in 2 contracts

Samples: Merger Agreement (Rapidtron Inc), Merger Agreement (Rapidtron Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGthe Company; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI and TCG; (c) no statute, rule, regulation, executive executive, order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger;; and (dc) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, expired and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and.

Appears in 2 contracts

Samples: Merger Agreement (Technitrol Inc), Merger Agreement (Gti Corp)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGLXXXXXX; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI CATHAYONLINE and TCGLXXXXXX; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Lazzara Financial Asset Recovery Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGECZ; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI IMS and TCGECZ; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (ECZ, Inc.)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGJSJ; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI HSNS and TCGJSJ; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (High Speed Net Solutions Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGXXX; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI EGX and TCGXXX; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Edward II Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGPAVO; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI MQZ and TCGPAVO; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Pavo Royal, Inc.)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGPCG and HGN; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI PCG and TCGHGN; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (PCG Media Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGRAI; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI ZMRT and TCGRAI; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Royal Acquisitions Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: : (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCG; EZJR; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI IVP and TCG; EZJR; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; ; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; andand 27 <PAGE>

Appears in 1 contract

Samples: Acquisition Agreement

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGJCG; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI NBHC and TCGJCG; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (JCG Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGPRO and TAR; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI PRO and TCGTAR; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Tartam Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGLIFEPLAN; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI HIVC and TCGLIFEPLAN; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Lifeplan)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGPNL and BOP; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI BOP and TCGPNL; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Plainview Laboratories Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGNAVITEC; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI WRGI and TCGNAVITEC; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Navitec Group Inc)

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CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGICF; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI DHP and TCGICF; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Intercontinental Capital Fund Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGMCI and MM; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI MCI and TCGMM; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Mega Micro Technologies Group)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGANYD and SHARECOM; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI ANYD and TCGSHARECOM; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and (e) there shall be no more than 10% of the ANYD stockholders as dissenting stockholders.

Appears in 1 contract

Samples: Merger Agreement (Anonymous Data Corp)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGEGC; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI SCAH and TCGEGC; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Edgar Garside Co Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1SECTION 6.1. Conditions to Each Party's Obligations to Effect the MergerCONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE MERGER ----------------------------------------------------------- . The respective obligations of each party hereto to effect the Merger are is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders shareholders of TCGthe Company; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI and TCG; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (dc) any waiting period applicable to the Merger and the other transactions described in the recitals to this Agreement under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and (d) Acquisition shall have purchased the shares of Company Common Stock pursuant to the Offer.

Appears in 1 contract

Samples: Merger Agreement (Fountain View Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGCOPSIL and CIA; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI COPSIL and TCGCIA; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Cochstedt International Airport Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGDEZ; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI TPC and TCGDEZ; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (DEZ, Inc.)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGET and DAL; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI ET and TCGDAL; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Daljama Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGHAIR; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI TAM and TCGHAIR; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Hair Therapists, Inc.)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGIAI; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI ECS and TCGIAI; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Incubus Acquisitions Inc)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGCoronado and Naturol; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI Coronado and TCGNaturol; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Coronado Explorations LTD)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGTPG; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI MGGA and TCGTPG; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (Mega Micro Technologies Group)

CONDITIONS TO CONSUMMATION OF THE MERGER. Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCGGCJ; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI APD and TCGGCJ; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

Appears in 1 contract

Samples: Acquisition Agreement (GCJ Inc)

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