Conditions to Consummation of the Mergers. Section 7.1 Conditions to Each Party’s Obligations to Effect the Mergers. The obligations of each Party to effect the Mergers shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the written agreement of the Parties, in each case, to the extent permitted by applicable Law:
Conditions to Consummation of the Mergers. SECTION 6.1 Conditions to Each Party's Obligations to Effect the Mergers. The respective obligations of each party hereto to effect the Mergers are subject to the satisfaction or written waiver on or prior to the Closing Date of the following conditions:
(a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of Zurn xxx of USI;
(b) no statute, rule, regulation, executive order, decree, ruling or injunction which has the continuing effect of prohibiting the consummation of the Mergers shall have been enacted, entered, promulgated or enforced against any Party by any United States court or United States governmental authority;
(c) any waiting period applicable to the Mergers 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, subject to such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect on Superholdco;
(d) the 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;
(e) each of Superholdco and Zurn xxxll have received a letter from E&Y dated as of the Closing Date and addressed to Superholdco and Zurn, xx applicable, stating in substance that each of the Mergers will qualify as a pooling of interests transaction under APB Xx. 00 xxx applicable SEC rules and regulations; and
(f) the Superholdco Common Stock issuable in the Mergers shall have been authorized for listing on the NYSE, upon official notice of issuance.
Conditions to Consummation of the Mergers. 6.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the written waiver by such Party or the fulfillment on or prior to the Effective Date of each of the following conditions:
Conditions to Consummation of the Mergers. 29 6.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS.......................................................29 6.2 CONDITIONS TO OBLIGATIONS OF FRONTIER........................................................30 6.3 CONDITIONS TO OBLIGATIONS OF NORTHSTAR AND NORTHSTAR BANK....................................31 ARTICLE VII. TERMINATION..................................................................................32
Conditions to Consummation of the Mergers. Section 6.1 Conditions to Each Party’s Obligations to Effect the Mergers 57 Section 6.2 Conditions to the Obligations of Parent, Merger Sub I and Merger Sub II 57 Section 6.3 Conditions to Obligations of the Company and the Partnership 58 Section 6.4 Frustration of Closing Conditions 59
Conditions to Consummation of the Mergers. Section 5.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE MERGERS. The respective obligations of FBR Group and FBR Asset to effect the transactions contemplated hereby are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:
(a) this Agreement and the FBR Asset Merger shall have been approved at the FBR Asset Special Meeting by FBR Asset Shareholders representing more than two-thirds of the outstanding FBR Asset Shares entitled to vote at the FBR Asset Special Meeting;
(b) this Agreement and the FBR Group Merger shall have been approved at the FBR Group Special Meeting by the vote of the holders of a majority of the outstanding FBR Group Common Shares entitled to vote at the FBR Group Special Meeting;
(c) FBR Group shall have received an opinion of Wachtell, Lipton, Rosen & Katz, and FBR Asset shall have received an opinion of Hogan & Xxxxxon X.X.P., in each case in form and substance reasonably xxxxxtabxx xx XBR Group and FBR Asset, respectively, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, each of the FBR Group Merger and the FBR Asset Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and that the FBR Group Merger will not be treated as a reorganization within the meaning of Section 368(a)(1)(F) of the Code;
(d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC;
(e) the shares of Newco Class A Common Stock to be issued in the Mergers and the shares of Newco Class A Common Stock issuable upon conversion of the Newco Class B Common Stock to be issued in the FBR Group Merger shall have been approved for listing on the NYSE, subject to official notice of issuance;
(f) FBR Asset, FBR Group and Newco each shall have received an opinion of Hunton & Williams in form and substance reasonably acceptable to FBR Asset and XXX Xxxxp, dated as of the Closing Date, to the effect that, commencing with the taxable year beginning on the Closing Date and ending on December 31 of the calendar year in which the Effective Time takes place, Newco's organization and intended method of operation will enable it to meet the requirements for qualification and taxation as a real est...
Conditions to Consummation of the Mergers. 24 6.1. CONDITIONS TO EACH PARTY'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 6.2. CONDITIONS TO OBLIGATIONS OF INTERWEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 6.3. CONDITIONS TO OBLIGATIONS OF COMPANY AND BANKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 - ii - 4 ARTICLE VII. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 7.1. MUTUAL CONSENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 7.2. BREACH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 7.3. DELAY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 7.4. NO STOCKHOLDER APPROVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 7.5. INTERWEST COMMON STOCK PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Conditions to Consummation of the Mergers. 45 Section 7.1 Conditions to Each Party’s Obligations to Effect the Mergers 45 Section 7.2 Conditions to Obligations of the PECO Parties 45 Section 7.3 Conditions to Obligations of the Company 46 ARTICLE VIII TERMINATION 47 Section 8.1 Termination 47 Section 8.2 Effect of Termination 48 ARTICLE IX MISCELLANEOUS 51 Section 9.1 Amendment and Modification; Waiver 51 Section 9.2 Non-Survival of Representations and Warranties 52 Section 9.3 Expenses 52 Page Section 9.4 Notices 52 Section 9.5 Certain Definitions 53 Section 9.6 Terms Defined Elsewhere 62 Section 9.7 Interpretation 64 Section 9.8 Counterparts 64 Section 9.9 Entire Agreement; Third-Party Beneficiaries 65 Section 9.10 Severability 65 Section 9.11 Governing Law; Jurisdiction 65 Section 9.12 Waiver of Jury Trial 66 Section 9.13 Assignment 66 Section 9.14 Enforcement; Remedies 66 Exhibit A Articles of Amendment Exhibit B Termination Agreement Exhibit C Form of REIT Opinion of DLA Piper LLP (US) Exhibit D Form of Reorganization Opinion of Xxxxxx & Xxxxxxx LLP Exhibit E Form of REIT Opinion of Xxxxxx & Xxxxxxx LLP Exhibit F Form of Reorganization Opinion of Xxxxx Lovells LLP Exhibit G Knowledge Persons of the Company Exhibit H Knowledge Persons of PECO AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated July 17, 2018, is by and among (i) Xxxxxxxx Xxxxxx & Company, Inc., a Maryland corporation (“PECO”), (ii) Xxxxxxxx Xxxxxx Grocery Center Operating Partnership I, L.P., a Delaware limited partnership and subsidiary of PECO (“PECO OP”), (iii) REIT Merger Sub, LLC, a Maryland limited liability company and wholly owned subsidiary of PECO (“REIT Merger Sub”), (iv) OP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of PECO OP (“OP Merger Sub GP”), (v) OP Merger Sub 2, LLC, a Delaware limited liability company and subsidiary of PECO OP and OP Merger Sub GP (“OP Merger Sub”, and, together with PECO, PECO OP, REIT Merger Sub and OP Merger Sub GP, collectively, the “PECO Parties”), (vi) Xxxxxxxx Xxxxxx Grocery Center REIT II, Inc., a Maryland corporation (the “Company”), and (vii) Xxxxxxxx Xxxxxx Grocery Center Operating Partnership II, L.P., a Delaware limited partnership and subsidiary of the Company (the “Company Operating Partnership”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context cle...
Conditions to Consummation of the Mergers. 52 Section 9.1 Conditions to the Obligation of Each Party.............................................. 52 Section 9.2 Conditions to the Obligations of Parent................................................. 53 Section 9.3 Conditions to the Obligations of Xxxxx.................................................. 53 Section 9.4 Conditions to the Obligations of Reading................................................ 54 ARTICLE X SURVIVAL.......................................................................................... 54 Section 10.1 Survival of Representations and Warranties.............................................. 54 Section 10.2 Survival of Covenants and Agreements.................................................... 55 ARTICLE XI TERMINATION, AMENDMENT AND WAIVER................................................................ 55
Conditions to Consummation of the Mergers. 54 SECTION 6.1 Conditions to Each Party's Obligations to Effect the Mergers 54 SECTION 6.2 Conditions to the Obligations of the Company 55 SECTION 6.3 Conditions to the Obligations of Playboy 57 ARTICLE 7 TERMINATION; AMENDMENT; WAIVER 59 SECTION 7.1 Termination 59 SECTION 7.2 Effect of Termination 61 SECTION 7.3 Procedure for Termination 62 SECTION 7.4 Amendment; Extension; Waiver 62 SECTION 7.5 Fees and Expenses 63
