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.
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Samples: Stock Purchase Agreement (McLeodusa Inc), Stock Purchase Agreement (McLeodusa Inc)
CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE. 5.1Section V.1. Conditions to Each Party's Obligations to ----------------------------------------- Consummate the Stock Purchase. The respective obligations of each party to ----------------------------- consummate the Stock Purchase transactions contemplated hereby is subject to the satisfaction at or prior to the Closing Date of the following conditions:
(a) no This Agreement shall have been approved and adopted by the requisite vote of the Parent's shareholders; and
(b) No statute, rule, regulation, executive order, decree, or injunction shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory entity which prohibits or restricts the consummation of the Stock Purchase;; and
(bc) all 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 (i) challenging or seeking to make illegal or otherwise directly or indirectly restrain or prohibit or make materially more costly the consummation of the transactions contemplated hereby, or seeking to obtain material damages in connection with such transactions; or (ii) which constitutes a Company Material Adverse Effect, and no order shall have been issued which would have the effect of or require anything set forth in clause (i) or clause (ii) above; and
(d) Any waiting periods applicable to the transactions contemplated by this Agreement under applicable U.S. antitrust or trade regulation laws and regulations, including, without limitation, under the H-S-R Act, shall have expired or been terminated; and
(e) 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 Parent, the Sellers and the Buyer to consummate the transactions contemplated hereby hereby, including under the H-S-R Act, the Exon-Xxxxxx Provisions and the NISPOM, shall have been made or obtained, and any waiting period applicable .
Section V.2. Further Conditions to the Stock Purchase under Parent's and the HSR Act ------------------------------------------ Sellers' Obligations. The obligation of the Parent and the Sellers to consummate -------------------- the transactions contemplated hereby are further subject to satisfaction or waiver of the following conditions:
(a) The representations and warranties of the Buyer contained in Article III of this Agreement shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though such representations and warranties were made at and as of such date, except for representations and warranties which are as of a different date or period which shall be true and correct in all material respects as of such other date or period; and
(b) The Buyer shall have terminated performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or expired;complied with by it on or prior to the Closing; and
(c) if proceedings under The Parent and the Bankruptcy Code Sellers shall have received a certificate of an authorized officer of the Buyer to the effect that the conditions in paragraphs (a) and (b) of this Section 5.2 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 docketsatisfied; and
(d) if proceedings under the Bankruptcy Code The IT Services Agreement shall have been commenced entered into 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 docketparties thereto.
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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; and
(c) all conditions precedent to the consummation of the Restructuring shall have been satisfied and the Restructuring shall be occurring simultaneously with the Closing with such modifications in the terms of the Restructuring that do not materially deviate from the terms set forth on Exhibit A.
5.2. Further Conditions to the Seller's Obligations. The obligations of the Seller to consummate the Stock Purchase are further subject to satisfaction or waiver of the following conditions:
(a) the representations and warranties of the Buyer contained herein shall be true and correct as of the Closing Date as if made at and as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Buyer Material Adverse Effect" set forth therein) would not, individually or in the aggregate, have a Buyer Material Adverse Effect;
(b) the Buyer shall have performed and complied in all material respects with all agreements, obligations, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing;
(c) if proceedings under the Bankruptcy Code Seller shall have received a certificate of an authorized officer of the Buyer to the effect that the conditions in paragraphs (a) and (b) of this Section 5.2 have been commenced by or against Parent satisfied; and
(d) all corporate actions, proceedings, instruments and are pending, documents of the bankruptcy court having jurisdiction over such proceedings shall have entered an order confirming a plan of reorganization that contemplates (i) the consummation of Buyer required to carry out the transactions contemplated by this Agreement or incidental thereto and (ii) all other related legal matters shall be reasonably satisfactory to counsel for the assumption by Parent of this Agreement or otherwise approves such transactionsSeller, and such order counsel shall not have been stayed prior to 11 days after the entry furnished with such certified copies of such order on the docket; and
(d) if corporate actions and proceedings under the Bankruptcy Code have been commenced by or against the Sellerand such other instruments, the Company and/or its Subsidiaries documents and are pending, the bankruptcy court having jurisdiction over such proceedings opinions as it 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 docketreasonably requested.
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