CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE. 5.1. Conditions to Each Party's Obligations to Consummate the Stock Purchase. The respective obligations of each party to consummate the Stock Purchase is subject to the satisfaction of the following conditions:
(a) no statute, rule, regulation, executive order, decree, or injunction shall have been enacted, entered, promulgated or enforced by any court or governmental entity which prohibits or restricts the consummation of the Stock Purchase;
(b) all consents, approvals, orders and Permits of, and registrations, declarations and filings with, any governmental authority that shall be legally required in order to enable the Seller and the Buyer to consummate the transactions contemplated hereby shall have been made or obtained, and any waiting period applicable to the Stock Purchase under the HSR Act shall have terminated or expired;
(c) if proceedings under the Bankruptcy Code have been commenced by or against Parent and are pending, the bankruptcy court having jurisdiction over such proceedings shall have entered an order confirming a plan of reorganization that contemplates (i) the consummation of the transactions contemplated by this Agreement and (ii) the assumption by Parent of this Agreement or otherwise approves such transactions, and such order shall not have been stayed prior to 11 days after the entry of such order on the docket; and
(d) if proceedings under the Bankruptcy Code have been commenced by or against the Seller, the Company and/or its Subsidiaries and are pending, the bankruptcy court having jurisdiction over such proceedings shall have entered an order approving this Agreement and the transactions contemplated hereunder under Section 363 or 1129 of the Bankruptcy Code and confirming the good faith purchaser status of Buyer, and such order shall not have been stayed prior to 11 days after the entry of such order on the docket.
CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE. Section 6.1 Conditions to Each Party’s Obligations to Consummate the Securities Purchase
Section 6.2 Further Conditions to Sellers’ Obligations Section 6.3 Further Conditions to Buyer’s Obligations
CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE. Section 7.1. Conditions to Performance by Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the Stock Purchase is subject to the satisfaction (or waiver) at or prior to the Closing Date of each of the following conditions:
CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE. Section 5.1 Conditions to Each Party's Obligations to Consummate the Stock Purchase. The respective obligations of each party to consummate the transactions contemplated hereby is subject to the satisfaction at or prior to the Closing Date of the following conditions:
(a) No statute, rule, regulation, executive order, decree, or injunction shall have been enacted, entered, promulgated or enforced by any court or Governmental Entity that remains in force and prohibits the consummation of the transactions described herein.
(b) No action or proceeding before a court or any other Governmental Entity or body shall have been instituted or threatened to restrain or prohibit the transactions contemplated by this Agreement and no Governmental Entity or body shall have taken any other action or made any request of the Buyer as a result of which the management of the Buyer deems it inadvisable to proceed with the transactions hereunder.
CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE. Section 5.1 Conditions to Each Party's Obligations to Effect the Stock Purchase. The respective obligations of each party hereto to effect the Stock Purchase are subject to the satisfaction of the following conditions on or before 30 days after the Selling Shareholders' Disclosure Schedule as provided for in Article 3 have been delivered together with all copies of any documents required to be delivered thereunder as provided in Section 3.31 (the "Due Diligence Period"):
5.1.1 This Agreement shall have been approved and adopted by the Board of
CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE. Section 6.1 Conditions to Each Party’s Obligations to Consummate the Securities Purchase. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions:
(a) No statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court or governmental entity which prohibits or materially delays the consummation of, or imposes material limitations on the parties’ ability to consummate the transactions contemplated by this Agreement;
(b) There shall not be any suit, action, investigation, inquiry or other proceeding instituted, pending or threatened by any governmental or other regulatory or administrative agency or commission or by any other person that seeks to enjoin, prevent, materially delay or otherwise impose material limitations on the consummation of the transactions contemplated by this Agreement;
(c) Any waiting period applicable to the transactions contemplated by this Agreement under applicable U.S. antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act or any Other Antitrust Regulations, shall have expired or been terminated;
CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE. Section 1 Conditions to Each Party’s Obligations to Effect the Stock Purchase. The respective obligations of each party to consummate the Contemplated Transactions are subject to the fulfillment at or prior to the Closing of each of the following conditions, any or all of which may be waived in writing in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law:
(a) The Buyer, the Company and the Stockholders shall have timely obtained from each Governmental Entity all authorizations, approvals, licenses, permits, waivers and consents necessary for consummation of any of the Contemplated Transactions.
(b) There shall not be in effect any Law of any Governmental Entity of competent jurisdiction restraining, enjoining, making illegal or otherwise preventing or prohibiting consummation of any of the Contemplated Transactions, or imposing any limitation on the operation or conduct of the business of the Company after the Closing, and no Governmental Entity shall have instituted or threatened to institute any proceeding seeking any such Law.
(c) No action, suit or proceeding shall have been instituted or threatened against any of the parties hereto seeking to restrain, materially delay or prohibit, or to obtain substantial damages or other injunctive or other equitable relief with respect to, the consummation of any of the Contemplated Transactions.
CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE. Section 7.1 Conditions to the Obligations of Parent and Buyer. The obligations of Parent and Buyer to consummate the transactions contemplated hereby are subject to the satisfaction (or, if permitted by Applicable Law, waiver by the Party for whose benefit such condition exists) of the following conditions:
(a) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect; provided, however, that each Party shall use reasonable best efforts to prevent the entry of any such injunction and to appeal as promptly as possible any injunction or other order that may be entered;
(b) no action, lawsuit, or other legal proceeding shall have been filed by a Governmental Entity in any court of competent jurisdiction, and remain pending, that seeks to prohibit, prevent, or otherwise restrain the consummation of the Acquisition under any Antitrust Law; and
(c) the transactions contemplated by the First Lien Waiver and Consent Agreement and the Second Lien Waiver and Consent Agreement shall have been consummated substantially concurrent with the Closing.
CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE. The respective obligations of each party to consummate the transactions contemplated hereby is subject to the satisfaction at or prior to the Closing Date of the following conditions:
(a) No statute, rule, regulation, executive order, decree, or injunction shall have been enacted, entered, promulgated or enforced by any court or Governmental Entity that remains in force and prohibits the consummation of the Stock Purchase;
(b) There shall not be any suit, action, or other proceeding pending by any Governmental Entity or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby, other than suits, actions or proceedings that, in the reasonable opinion of counsel to the parties hereto, are unlikely to result in an adverse judgment; provided, however, that the provisions of this Section -------- ------- 5.1
CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE. Section 5.1. Conditions to Each Party's Obligations to Consummate the Stock Purchase.............................54 Section 5.2. Further Conditions to the Parent's and the Sellers' Obligations.........................................55 Section 5.3. Further Conditions to the Buyer's Obligations..................................................56 Section 5.4. Materiality of Conditions....................................57 ARTICLE VI
