Common use of Conditions to Consummation of the Share Exchange Clause in Contracts

Conditions to Consummation of the Share Exchange. SECTION 7.1 Conditions to Each Party's Obligations to Effect the Share Exchange. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) This Agreement shall have been approved and adopted by the Company Requisite Vote. (b) The approvals of the FRS (and confirmation by the FRS that Parent's election to be a financial holding company is effective) and of all other relevant Federal and state bank and thrift regulators required for Parent to acquire the Company and its Subsidiaries shall have been obtained and shall remain in full force and effect, and Parent shall have duly and validly elected to become and shall have qualified to become, a "financial holding company" (as such term is defined in 12 U.S.C. Section 1841(p)). All other regulatory approvals required to consummate the transactions contemplated hereby, and all other statutory waiting periods, the failure of any of which to be obtained or observed would be reasonably likely to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, shall have been obtained and remain in full force and effect or, in the case of waiting periods, shall have expired or been terminated. Such approvals referred to in the preceding two (2) sentences shall have been obtained without any limitation, restriction or condition that has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent, provided, however, that except with respect to Parent's investment advisory or mutual fund related businesses, no limitation, restriction or other requirement imposed on Parent and its Subsidiaries (including the Company and its Subsidiaries following the Effective Time) by reason of Parent's becoming a bank holding company and a financial holding company under the BHCA will be deemed, directly or indirectly, to have individually or in the aggregate, a Material Adverse Effect on Parent or the Company; (c) The S-4 shall have been declared effective by the SEC and shall be effective at the Effective Time, and no stop order suspending effectiveness shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities Laws or the Securities Act or Exchange Act relating to the issuance or trading of the Parent Common Stock shall have been received. (d) The Parent Common Stock required to be issued hereunder shall have been approved for listing on the NYSE, subject only to official notice of issuance. (e) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and enjoins or prohibits or prevents the consummation of the Share Exchange or any of the other material transactions contemplated by this Agreement. (f) The Company shall have received an opinion of Cleary, Gottlieb, Steen & Hamilton, in form and substance reasonably satisfactory to the Xxxxany xxx Xxxent dated as of the Closing Date, substantially to the effect that, on the basis of the facts and assumptions described in the opinion, the Share Exchange constitutes a reorganization within the meaning of Section 368(a) of the Code. In rendering this opinion, counsel may require and rely upon representations (including tax representation letters in customary form) of each of Parent and the Company.

Conditions to Consummation of the Share Exchange. SECTION 7.1 Conditions to Each Party's Obligations to Effect the Share Exchange7.01 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE SHARE EXCHANGE. The respective obligations of each party to consummate effect the transactions contemplated by this Agreement Share Exchange are subject to the fulfillment at satisfaction or waiver, where permissible, prior to the Effective Time of each Time, of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) This Agreement shall have been approved and adopted by the Company Requisite Vote. (b) The approvals Board of Directors of True Fiction and the affirmative vote of the FRS (and confirmation shareholders of True Fiction by the FRS that Parent's election to be a financial holding company is effectiverequisite vote in accordance with applicable law, if required, and by the Board of Directors of Magellan by resolution in accordance with applicable law. Each of the consents and resolutions set forth on Schedule 7.01(a), 7.01 (a) (1) and of all other relevant Federal and state bank and thrift regulators required for Parent to acquire the Company and its Subsidiaries 7.01 (a) (2) hereto shall have been obtained and shall remain in full force and effect, and Parent shall have duly and validly elected to become and shall have qualified to become, a "financial holding company" (as such term is defined in 12 U.S.C. Section 1841(p)). All other regulatory approvals required to consummate the transactions contemplated hereby, and all other statutory waiting periods, the failure of any of which to be obtained or observed would be reasonably likely to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, shall have been obtained and remain in full force and effect or, in the case of waiting periods, shall have expired or been terminated. Such approvals referred to in the preceding two (2) sentences shall have been obtained without any limitation, restriction or condition that has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent, provided, however, that except with respect to Parent's investment advisory or mutual fund related businesses, no limitation, restriction or other requirement imposed on Parent and its Subsidiaries (including the Company and its Subsidiaries following the Effective Time) by reason of Parent's becoming a bank holding company and a financial holding company under the BHCA will be deemed, directly or indirectly, to have individually or in the aggregate, a Material Adverse Effect on Parent or the Company; (c) The S-4 shall have been declared effective by the SEC and shall be effective at the Effective Time, and no stop order suspending effectiveness shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities Laws or the Securities Act or Exchange Act relating to the issuance or trading of the Parent Common Stock shall have been receivedobtained. (d) The Parent Common Stock required to be issued hereunder shall have been approved for listing on the NYSE, subject only to official notice of issuance. (eb) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgmentexecutive order, decree, injunction or other order (whether temporary, preliminary or permanent) ), shall have been enacted, entered, promulgated or enforced by any court or governmental authority which is in effect and enjoins or prohibits or prevents has the effect of prohibiting the consummation of the Share Exchange or any Effective Time; provided, however, that each of the parties shall have used its best efforts to prevent the entry of any injunction or other material transactions contemplated by order and to appeal as promptly as possible any injunction or other order that may be entered; c) True Fiction, on or before the Effective Time shall have completed the issuance of the True Fiction Debentures in the face amount of $1,000,000 to , a Colorado limited liability company, upon the terms and conditions set forth in the Subscription Agreement and other documentation relating to the issuance of the True Fiction Debentures. Subject to and upon the Effective Time of this Agreement, Magellan agrees to assume the liabilities and obligations of True Fiction under the True Fiction Debentures including the obligation to pay principal and interest on the Debentures. On or prior to the Effective Time, True Fiction shall secure, in writing, from all of the holders of the True Fiction Debentures, their consent to Magellan's assumption of True Fiction's liability and obligations under the terms and conditions of the True Fiction Debentures. d) True Fiction shall deliver the legal opinion of its counsel, substantially in the form annexed hereto as Exhibit 7.01 (d) and Magellan shall deliver the legal opinion of its counsel, substantially in the form annexed hereto as Exhibit 7.01(d)(1). e) At the Effective Time, True Fiction shall have executed all agreements, documents and instruments necessary to effectuate the issuance of the True Fiction Debentures. f) An Employment Agreement between Magellan or its affiliates and Xxxxxx and Magellan or its affiliates and Xxxxx shall have been executed in the form attached hereto as Exhibit 7.01 (f) and Exhibit 7.01 (f) (1). g) Each party shall have completed its due diligence review and notified the other in writing of the satisfaction or removal of the due diligence review condition in accordance with Article 6.03 of this Agreement. (f) The Company shall have received an opinion of Cleary, Gottlieb, Steen & Hamilton, in form and substance reasonably satisfactory to the Xxxxany xxx Xxxent dated as of the Closing Date, substantially to the effect that, on the basis of the facts and assumptions described in the opinion, the Share Exchange constitutes a reorganization within the meaning of Section 368(a) of the Code. In rendering this opinion, counsel may require and rely upon representations (including tax representation letters in customary form) of each of Parent and the Company.

Conditions to Consummation of the Share Exchange. SECTION 7.1 8.1 Conditions to Each Party's Obligations the Companies’ Obligation to Effect the Share Exchange. exchange The respective obligations of each party all Companies to consummate effect the transactions contemplated by this Agreement are herein shall be subject to the fulfillment satisfaction at or prior to the Effective Time of each of the following conditions, any or all one of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted a writing signed by applicable LawDOLAT and DOVE: (a) This Agreement shall have been approved and adopted executed by the Company Requisite Voteholders of 100% of DOVE’S outstanding common stock (the “Required Stockholders’ Consent”). (b) The approvals No preliminary or permanent injunction or other order by any federal, state, or foreign court of competent jurisdiction which prohibits the FRS (and confirmation by the FRS that Parent's election to be a financial holding company is effective) and consummation of all other relevant Federal and state bank and thrift regulators required for Parent to acquire the Company and its Subsidiaries any Transaction shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been enacted, entered, issued, promulgated, or enforced by any court or governmental authority which prohibits or restricts the consummation of the Share exchange. Other than the filing of Articles of Acquisition or Share Exchange with the Secretary of State for the State of Nevada, all authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any governmental entity (all of the foregoing, “Consents”) which are necessary for the consummation of the Transaction, other than Consents the failure to obtain which would have no material adverse effect on the consummation of the Transaction, taken as a whole, shall have been filed, occurred, or been obtained (all such permits, approvals, filings, and consents and the lapse of all such waiting periods being referred to as the “Requisite Regulatory Approvals”) and all such Requisite Regulatory Approvals shall remain be in full force and effect. (c) There shall not be any action taken, or any statute, rule, regulation, or order enacted, entered, enforced, or deemed applicable to any Share exchange, by any federal or state governmental entity which, in connection with the grant of a Requisite Regulatory Approval, imposes any condition or restriction upon any Surviving Corporation or its subsidiaries (or, in the ease of any disposition of assets required in connection with such Requisite Regulatory Approval, upon any Company or its subsidiaries), including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the transactions contemplated by this Agreement as to render inadvisable the consummation of the Share exchange. (d) Each Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time and the representations and warranties of each Company contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except as contemplated by this Agreement, and Parent each Company shall have duly and validly elected received a certificate of the Chairman of the Board, the President, or an Executive Vice President of the other Company as to become and the satisfaction of this condition. (e) Each Company shall have qualified to become, a "financial holding company" (as such term is defined obtained the consent or approval of each person whose consent or approval shall be required in 12 U.S.C. Section 1841(p)). All other regulatory approvals required to consummate connection with the transactions contemplated hereby, under any loan or credit agreement, note, mortgage, indenture, lease, license, or other agreement or instrument, except those for which failure to obtain such consents and all other statutory waiting periods, the failure of any of which to be obtained or observed approvals would be reasonably likely to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, shall have been obtained and remain in full force and effect or, in the case of waiting periods, shall have expired or been terminated. Such approvals referred to in the preceding two (2) sentences shall have been obtained without any limitation, restriction or condition that has or would reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company or Parent, provided, however, that except with respect to Parent's investment advisory or mutual fund related businesses, no limitation, restriction or other requirement imposed on Parent Surviving Corporation and its Subsidiaries (including the Company and its Subsidiaries following the Effective Time) by reason of Parent's becoming subsidiaries taken as a bank holding company and a financial holding company under the BHCA will be deemed, directly whole or indirectly, to have individually or in the aggregate, a Material Adverse Effect on Parent or the Company; (c) The S-4 shall have been declared effective by the SEC and shall be effective at the Effective Time, and no stop order suspending effectiveness shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities Laws or the Securities Act or Exchange Act relating to the issuance or trading of the Parent Common Stock shall have been received. (d) The Parent Common Stock required to be issued hereunder shall have been approved for listing on the NYSE, subject only to official notice of issuance. (e) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and enjoins or prohibits or prevents upon the consummation of the Share Exchange or any of the other material transactions contemplated by this Agreementhereby. (f) The Company shall have received an opinion of Cleary, Gottlieb, Steen & Hamilton, in form and substance reasonably satisfactory to the Xxxxany xxx Xxxent dated as of the Closing Date, substantially to the effect that, on the basis of the facts and assumptions described in the opinion, the Share Exchange constitutes a reorganization within the meaning of Section 368(a) of the Code. In rendering this opinion, counsel may require and rely upon representations (including tax representation letters in customary form) of each of Parent and the Company.