Conditions to Each Party’s Obligation to Close the Transactions Sample Clauses

Conditions to Each Party’s Obligation to Close the Transactions. The respective obligation of each party to close the Transactions shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, except to the extent that the parties hereto may mutually waive in writing any one or more thereof in whole or in part: (a) There shall not be pending or threatened by any Governmental Authority any suit, action or proceeding (or by any other Person any suit, action or proceeding which has a reasonable likelihood of success), (A) challenging or seeking to restrain or prohibit the Transactions or seeking to obtain from Purchaser, GTI, Glenayre or WMC and/or WMC Delaware in connection with the Transactions any damages that are material, (B) seeking to prohibit or limit the ownership or operation by Purchaser or WMC and/or WMC Delaware of any material portion of the business or assets of Purchaser or WMC and/or WMC Delaware, to compel Purchaser or WMC and/or WMC Delaware to dispose of or hold separate any material portion of the business or assets of Purchaser or WMC and/or WMC Delaware in each case as a result of the Transactions, (C) seeking to impose any material limitations on the ability of Purchaser to acquire or hold, or exercise full rights of ownership of, the Purchased Common Shares, including the right to vote the Purchased Common Shares on all matters properly presented to the stockholders of WMC and/or WMC Delaware or (D) seeking to prohibit Purchaser from effectively controlling in any material respect the Business. (b) All consents, authorizations, orders and approvals of any Governmental Authority or filings or registrations with any Governmental Authority (including the expiration or termination of the waiting period under the HSR Act) required in connection with the execution, delivery and performance of this Agreement or necessary to permit Purchaser and WMC to conduct the Business following the Closing shall have been obtained or made, except for filings required to be made after the Closing Date and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a WMC Material Adverse Effect. (c) No temporary restraining order, preliminary or permanent injunction, cease and desist order or other legal prohibition preventing the purchase and sale of the Purchased Common Shares shall be in effect.
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Conditions to Each Party’s Obligation to Close the Transactions. The respective obligations of each Party to consummate the Transactions and to take the other actions required hereunder to be taken at Closing are subject to the satisfaction (or waiver by London and New York if permitted by applicable Law) on or prior to the Closing Date of the following conditions:
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Conditions to Each Party’s Obligation to Close the Transactions. The respective obligations of each Party to consummate the Transactions and to take the other actions required hereunder to be taken at the Closing are subject to the satisfaction (or waiver by Oxford and Cambridge if permitted by applicable Laws) on or prior to the Closing Date of the following conditions: (a) Cambridge shall have obtained the Cambridge Stockholder Approval. (b) Oxford shall have obtained the Oxford Stockholder Approval. (c) The waiting period applicable to the Distribution shall have expired with no opposition being instituted or, if opposition was instituted in accordance with section 2:100 DCC such opposition shall have been withdrawn or otherwise finally settled. (d) The waiting periods and approvals applicable to the consummation of the Transactions under the HSR Act and under the applicable Antitrust Laws of any other jurisdictions pursuant to which such approval is required in connection with the Transaction shall have expired, been terminated or been obtained, as applicable, in each case without the imposition of a Burdensome Condition. (e) Any review or investigation under the DPA shall have been concluded, or the Committee on Foreign Investment in the United States or the President of the United States of America shall have determined not to take action authorized thereunder. (f) The Form S-4 shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for that purpose shall have been initiated or threatened in writing (and not withdrawn) by the SEC. (g) The Holdco Common Stock, including the Merger Consideration and the Share Consideration shall have been authorized for listing on the NYSE, subject to official notice of issuance. (h) No judgment, temporary restraining order, preliminary or permanent injunction, ruling, determination, decision, opinion or comparable judicial or regulatory action issued by, entered into, or otherwise put into effect by or under the authority of any Governmental Body, or any provision of any applicable Laws (collectively, “Restraints”) shall be in effect that prohibits or makes illegal the consummation of the Transactions (other than any Restraint having only an immaterial effect and that does not impose criminal liabilities or penalties). (i) No action, proceeding or suit shall have been commenced by Governmental Body and be pending against Holdco, Cambridge or Oxford seeking to restrain, or to obtain an...
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Related to Conditions to Each Party’s Obligation to Close the Transactions

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions to Buyer’s Obligation to Close Buyer’s obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Mergers The respective obligation of each party to effect the Mergers is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Merger The respective obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

  • Conditions to Each Party’s Obligation The respective obligation of each party to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver, on or prior to the Closing Date, of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Exchange The obligation of each party to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions to Each Party’s Obligations The obligations of each Party to consummate the Merger and the other transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and the Purchaser of the following conditions:

  • Conditions Precedent to Seller’s Obligations The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

  • Conditions to Purchaser’s Obligation to Close The obligations of Purchaser to consummate the Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Purchaser in writing:

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