Conditions to Each Party s Obligations Under this Agreement. The respective obligations of each party under this Agreement to consummate the Merger shall be subject to the satisfaction, or, where permissible under applicable law, waiver at or prior to the Effective Time of the following conditions:
Conditions to Each Party s Obligation to Effect the --------------------------------------------------- Merger. The respective obligations of each party to consummate the Merger are ------ subject to the satisfaction or waiver, where permissible, prior to the Effective Time, of the following conditions:
(a) if required by applicable law, this Agreement shall have been approved by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with applicable law;
(b) any applicable waiting period under the HSR Act relating to the Merger shall have expired;
(c) Merger Subsidiary shall have purchased Shares tendered pursuant to the Offer, except that this condition shall not be a condition to Parent's and Merger Subsidiary's obligations to effect the Merger if Merger Subsidiary shall have failed to purchase Shares pursuant to the Offer or, if applicable, pursuant to the exercise of the Option, in breach of its obligations under this Agreement; and
(d) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger.
Conditions to Each Party s Obligation To Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following condition:
(a) No Injunctions or Restraints; Illegality. No statute, rule, regulation, judgment, writ, decree, order, temporary restraining order, preliminary or permanent injunction shall have been promulgated, enacted, entered or enforced, and no other action shall have been taken, by any Governmental Entity of competent jurisdiction enjoining or otherwise preventing the consummation of the Merger shall be in effect; provided, however, that each of the parties shall use its reasonable best efforts to prevent the entry of any such injunction or other order or decree and to cause any such injunction or other order or decree that may be entered to be vacated or otherwise rendered of no effect.
Conditions to Each Party s Obligation To Effect the Merger. The respective obligations of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
(a) No Injunctions or Restraints. No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Merger or the transactions contemplated thereby (including the Pinnacle Merger) shall be in effect; provided, in the case of a decree, injunction or other order, each of the parties shall have used their best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any decree, injunction or other order that may be entered.
Conditions to Each Party s Obligation to Effect the Transaction The respective obligations of each party to close the Transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following condition, which may be waived, in whole or in part to the extent permitted by applicable Law. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, execution order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Transaction or any transaction contemplated by this Agreement; provided, however, that the parties shall use reasonable commercial efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.
Conditions to Each Party s Obligations to Effect the ---------------------------------------------------- Transactions. The respective obligations of each party hereto to effect the ------------ Transactions are subject to the following conditions having been satisfied (or waived by the parties) on or prior to the Closing Date:
Conditions to Each Party s Obligations Under this Agreement. The respective obligations of each party under Articles I and II of this Agreement shall be subject to the satisfaction, or the waiver by such party hereto, at or prior to the Closing, of the condition precedent that no injunction, restraining order or other ruling or order issued by any court of competent jurisdiction or governmental, quasi-governmental or regulatory department or authority or other law, rule, regulation, legal restraint or prohibition preventing the purchase and sale of the Viractin Product Line and the Purchased Assets, and no investigation by any governmental, quasi-governmental or regulatory department or authority, shall be in effect as of or shall have commenced on or prior to the Closing Date, and no action, suit or proceeding brought by any governmental, quasi-governmental or regulatory department or authority shall be pending or threatened as of the Closing Date which seeks any injunction, restraining order or other order which would prohibit the purchase and sale of the Viractin Product Line or the Purchased Assets or materially impair the ability of the Buyer to own and operate the business related to the Viractin Product Line after the Closing.
Conditions to Each Party s Obligation To Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Closing Date of the following conditions:
(a) The approval of the Merger, this Agreement and the Merger Agreement shall have received the approval of the Board of Directors of Exchange and the requisite vote of shareholders of USB at the special meeting of shareholders called pursuant to Section 5.03 hereof.
(b) This Agreement, the Merger Agreement and the transactions contemplated hereby and thereby shall have been approved by the Federal Reserve, the Missouri Director of Finance and any other federal and/or state regulatory agencies whose approval is required for consummation of the transactions contemplated hereby, and such approvals shall be continuing in effect.
(c) Neither USB, the Bank, Exchange nor Acquisition Company shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger.
(d) No litigation challenging the Merger shall be pending or have been threatened.
Conditions to Each Party. The obligations of each party to consummate the transactions contemplated by this Agreement at the Closing shall be subject to the satisfaction, at or prior to the Closing, of the following conditions:
(a) All notifications required pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), to carry out the transactions contemplated by this Agreement shall have been made, and the applicable waiting period and any extensions thereof shall have expired or been terminated, without the imposition of any material burden or condition on any party hereto.
(b) No order of any Governmental Body (including a court order) shall have been entered that enjoins, restrains or prohibits consummation of the transactions contemplated by this Agreement, or puts in doubt the validity of this Agreement or any document contemplated herein in any material respect. No proceeding before any Governmental Body shall be pending or threatened that (i) restrains, prohibits, prevents or materially changes, or presents a substantial possibility of restraining, prohibiting, preventing or materially changing, the terms of the transactions contemplated by this Agreement or (ii) presents a substantial possibility of resulting in material Losses to any party hereto in each case arising from the transactions contemplated by this Agreement.
Conditions to Each Party s Obligation To Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following conditions: This Agreement shall have received the requisite approval of stockholders of Seller. All requisite approvals of this Agreement and the transactions contemplated hereby shall have been received from the Board and any other Regulatory Authority, and all applicable waiting periods shall have expired under applicable law. The Registration Statement shall have been declared effective and shall not be subject to a stop order or any threatened stop order. Neither Seller nor Buyer shall be subject to any order, decree or injunction, and there shall be no pending or threatened order, decree or injunction, of a court or agency of competent jurisdiction which enjoins or prohibits, or seeks to enjoin or prohibit, the consummation of any of the Transactions. There shall be no legislative, statutory or regulatory action (whether federal or state) pending which prohibits or threatens to prohibit consummation of the Transactions or which otherwise materially adverse affect the Transactions. Each of Buyer and Seller shall have received, from counsel reasonably satisfactory to it, an opinion reasonably satisfactory in form and substance to it to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and that no gain or loss will be recognized by the stockholders of Seller who receive solely Buyer Common Stock in exchange for shares of Seller Common Stock, except with respect to cash received in lieu of fractional shares of Buyer Common Stock. The shares of Buyer Common Stock which shall be issued to the holders of Seller Common Stock (and where applicable, Seller Stock Options) upon consummation of the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance. Buyer and Seller shall have received a letter, in form and substance reasonably satisfactory to each, from the Buyer Auditors, dated the date of the Proxy Statement and confirmed in writing at the Effective Time, stating that the Merger will qualify as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board, the interpretive releases issued pursuant thereto and the pronouncements of the SEC thereon.
