Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law): (a) (i) This Agreement shall have been adopted by the Required Company Vote in accordance with the DGCL and (ii) the Parent Shareholder Approval shall have been obtained in accordance with applicable French Law; (b) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of either Merger or makes consummation of either Merger illegal; (i) The waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated and (ii) all required approvals by the European Commission applicable to the Mergers under applicable Competition Laws, including the EC Merger Regulation, shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired; (d) Other than filing the Certificates of Merger in accordance with the DGCL and excluding those specified in foregoing paragraph (c), all authorizations, consents, waiting periods and approvals of all Governmental Entities in the Applicable Jurisdictions required to be obtained under applicable Law prior to consummation of the Mergers shall have been obtained or satisfied; (e) The Form F-4 and Form F-6 shall have been declared effective, and no stop order suspending the effectiveness of the Form F-4 or Form F-6 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and the approval (visa) of the “note d’information” by the AMF relating to the Parent Ordinary Shares to be issued at the Merger I Effective Time as part of the transactions contemplated by this Agreement shall have been obtained; and (f) The Parent Depositary Shares (and, if required, the underlying shares of Parent Ordinary Shares) issuable to the stockholders of the Company pursuant to the First Merger and to the holders of the Company Convertible Debt shall have been authorized for listing on the NYSE, subject to official notice of issuance, and the AMF and the Euronext Paris SA shall have approved the listing of the Parent Ordinary Shares to be issued at the Merger I Effective Time as part of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Veritas DGC Inc), Merger Agreement (General Geophysics Co)
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each the following conditions:
(i) The Enron Merger and this Agreement shall have been approved by the affirmative vote of (A) holders of a majority of the following conditions votes entitled to be cast by holders of Enron Common Stock and the Second Preferred Stock voting together as a single class and (any or all B) holders of which may be waived by a majority of the parties hereto in writing, in whole or in part, outstanding shares of Enron Common Stock entitled to the extent permitted by applicable Law):vote thereon; and
(a) (iii) This Agreement shall have been adopted approved by the Required Company Vote in accordance with affirmative vote of the DGCL holders of at least two-thirds of the shares of Dynegy Class A Common Stock and Dynegy Class B Common Stock (iivoting together) the Parent Shareholder Approval shall have been obtained in accordance with applicable French Law;
(b) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of either Merger or makes consummation of either Merger illegal;entitled to vote thereon.
(i) The Any waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated and terminated, (ii) all required approvals by approval of the European Commission applicable FERC with respect to the Mergers under Section 203 of the Federal Power Act shall have been granted, (iii) the SEC shall have taken all necessary action under Section 9(a)(2) of the 1935 Act and there shall not have been received a written notice from the SEC (that has not been subsequently withdrawn or negated) of a challenge to Newco's, Chevron's or ChevronTexaco's reliance on the good-faith exemption provided by Section 3(c) of the 1935 Act in connection with the Mergers, (iv) there shall not be pending or threatened in writing any claim, proceeding or action by an agency of the government of the United States, of the United Kingdom or of the European Union seeking to restrain, prohibit or rescind any transactions contemplated by this Agreement as an actual or threatened violation of the HSR Act, Non-U.S. Antitrust Laws or other antitrust, competition or premerger notification, trade regulation law, regulation or order, as applicable, or seeking to penalize a party for completing any such transaction which in any of such cases is, in the reasonable judgment of either Enron or Dynegy, reasonably likely to have a Material Adverse Effect on Newco after the Effective Time, (v) in the event of any review by the U.K. Office of Fair Trading or, if applicable, the U.K. Secretary of State for Trade and Industry, indications reasonably satisfactory to each of Enron and Dynegy that the Mergers will not be referred to the Competition Commission shall have been received or, if the Mergers are referred to the Competition Commission, indications reasonably satisfactory to each of Enron and Dynegy that the Mergers can proceed, (vi) any mandatory waiting period under any applicable Competition LawsNon-U.S. Antitrust Laws (where the failure to observe such waiting period referred to in this clause (vi) would, including in the EC Merger Regulationreasonable judgment of either Dynegy or Enron, be reasonably likely to have a Material Adverse Effect on Newco after the Effective Time) shall have expired or been terminated, (vii) the Enron Regulatory Approvals and the Dynegy Regulatory Approvals shall have been obtained, and no such Enron Regulatory Approval or Dynegy Regulatory Approval shall impose or contain terms or conditions that would, in the reasonable judgment of either Dynegy or Enron, be reasonably likely to have a Material Adverse Effect on Newco after the Effective Time, (viii) all consents, approvals, permits and authorizations referred to in Section 7.5(a)(iii) shall have been obtained (where the failure to obtain such consents, approvals, permits or authorizations would, in the reasonable judgment of either Dynegy or Enron, be reasonably likely to have a Material Adverse Effect on Newco after the Effective Time), and no consent, approval, permit or authorization shall impose or contain terms or conditions that would, in the reasonable judgment of either Dynegy or Enron, be reasonably likely to have a Material Adverse Effect on Newco after the Effective Time, and (ix) there shall not have been a final or preliminary administrative order denying approval of or prohibiting the Mergers issued by a governmental authority with jurisdiction to enforce applicable Non-U.S. Antitrust Laws, which order is in the reasonable judgment of either Enron or Dynegy reasonably likely to have a Material Adverse Effect on Newco after the Effective Time.
(c) None of the parties hereto shall be subject to any decree, order or injunction that prohibits the consummation of the Mergers issued by a court of competent jurisdiction of (i) the United States or any applicable waiting period thereunder state or other jurisdiction in the United States, (ii) the European Union or any member state thereof or Canada (the "Specified Jurisdictions") or (iii) any other jurisdiction (the "Other Non-U.S. Jurisdictions"); provided, however, that, prior to invoking this condition, each party shall have complied with Section 7.5, and with respect to other matters not covered by Section 7.5, shall have used its commercially reasonable best efforts to have any such decree, order or injunction lifted or vacated; and no statute, rule or regulation shall have been terminated enacted by any governmental authority which prohibits or shall makes unlawful the consummation of the Mergers; provided, further, that, with respect to any decree, order, injunction, statute, rule or regulation of any Other Non-U.S. Jurisdiction, noncompliance with such decree, order, injunction, statute, rule or regulation would, in the reasonable judgment of either Dynegy or Enron, be reasonably likely to have expired;a Material Adverse Effect on Enron, Dynegy or Newco.
(d) Other than filing the Certificates of Merger in accordance with the DGCL and excluding those specified in foregoing paragraph (c), all authorizations, consents, waiting periods and approvals of all Governmental Entities in the Applicable Jurisdictions required to be obtained under applicable Law prior to consummation of the Mergers The Form S-4 shall have been obtained or satisfied;become effective and no stop order with respect thereto shall be in effect.
(e) The Form F-4 and Form F-6 shall have been declared effective, and no stop order suspending the effectiveness shares of the Form F-4 or Form F-6 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and the approval (visa) of the “note d’information” by the AMF relating to the Parent Ordinary Shares Newco Class A Common Stock to be issued at the Merger I Effective Time as part of the transactions contemplated by this Agreement shall have been obtained; and
(f) The Parent Depositary Shares (and, if required, the underlying shares of Parent Ordinary Shares) issuable to the stockholders of the Company pursuant to the First Merger and to the holders of the Company Convertible Debt Mergers shall have been authorized for listing on the NYSE, subject to official notice of issuance, and the AMF and the Euronext Paris SA shall have approved the listing of the Parent Ordinary Shares to be issued at the Merger I Effective Time as part of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Dynegy Inc /Il/), Merger Agreement (Enron Corp/Or/)
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers shall be subject to the satisfaction on fulfillment or waiver (subject to Applicable Laws) at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law):conditions:
(a) (i) This Agreement shall have been adopted by the Required Company Vote in accordance with the DGCL and (ii) the Parent Shareholder Xxxxxx Stockholder Approval shall have been obtained in accordance with applicable French Lawobtained;
(b) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of either Merger or makes consummation of either Merger illegal;
(i) The Any waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated and terminated.
(iic) all required approvals by None of the European Commission applicable parties hereto shall be subject to the Mergers under applicable Competition Lawsany decree, including the EC Merger Regulation, shall have been obtained order or injunction of a U.S. court of competent jurisdiction or any applicable waiting period thereunder shall have been terminated Governmental Order issued by a Governmental Authority that prohibits or shall have expired;enjoins the consummation of either or both Mergers, the transactions contemplated thereunder, or the Reorganization.
(d) Other than filing the Certificates of Merger in accordance with the DGCL and excluding those specified in foregoing paragraph (c), all authorizations, consents, waiting periods and approvals of all Governmental Entities in the Applicable Jurisdictions required to be obtained under applicable Law prior to consummation of the Mergers The Form S-4 shall have been obtained or satisfied;
(e) The Form F-4 and Form F-6 shall have been declared effective, become effective and no stop order suspending the effectiveness of the Form F-4 or Form F-6 with respect thereto shall be in effect and no proceedings proceeding for such that purpose shall be pending before or threatened by the SEC; .
(e) Xxxxxx shall have obtained relief (whether by waiver, amendment, consent, termination or otherwise) from the applicable provisions of the Xxxxxx Credit Agreement, to the Mergers and the approval other transactions contemplated by this Agreement, except where the failure to obtain relief shall not have had and shall not be reasonably likely to have a Holdco Material Adverse Effect after the Mergers.
(visaf) The Exchange Financing shall have been consummated or shall be consummated at or substantially concurrently with the Closing on the terms set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in the description of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “note d’information” by Exchange Financing Offering Document”).
(g) The ABL Financing shall have been consummated, or shall be consummated substantially contemporaneously with, the AMF relating Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, at the Closing and giving effect to the Parent Ordinary Shares to be issued at the Merger I Effective Time as part consummation of the transactions contemplated by the Transaction Agreements, Availability (as defined in the Financing Letters as in effect on the date of this Agreement Agreement) of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each of Xxxxxx and Xxxxxx in its sole discretion shall have been obtainedconsummated; andprovided that for purposes of the foregoing, Availability shall not be reduced by any borrowing of the ABL Financing on the Closing Date to fund fees in accordance with the terms of the Fee Letter.
(fh) The Parent Depositary Shares (andBoards of Directors of Xxxxxx, if requiredHoldco and Xxxxxx shall have received opinions from an appraisal firm of national standing, in form and substance satisfactory and addressed to the Board of Directors of Xxxxxx, the underlying shares Board of Parent Ordinary Shares) issuable to the stockholders Directors of the Company pursuant to the First Merger and to the holders of the Company Convertible Debt shall have been authorized for listing on the NYSE, subject to official notice of issuanceHoldco, and the AMF Board of Directors of Xxxxxx to the effect that, immediately following the Effective Time, and the Euronext Paris SA shall have approved the listing of the Parent Ordinary Shares after giving effect to be issued at the Merger I Effective Time as part of the transactions contemplated hereby and by this Agreementthe other Transaction Agreements, each of Xxxxxx and Holdco will be Solvent.
Appears in 2 contracts
Samples: Merger Agreement (Forbes Energy Services Ltd.), Merger Agreement (Superior Energy Services Inc)
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law):conditions:
(a) (i) This Agreement and the transactions contemplated hereby shall have been adopted approved in the manner required by applicable law or by the Required Company Vote in accordance with applicable regulations of the DGCL Nasdaq National Market, any stock exchange or other regulatory body, as the case may be, by the holders of the issued and (ii) the Parent Shareholder Approval shall have been obtained in accordance with applicable French Law;outstanding shares of capital stock of OSI and CRA, respectively.
(b) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of either Merger or makes consummation of either Merger illegal;
(i) The waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated and (ii) all filings required approvals by the European Commission applicable to be made prior to the Mergers under applicable Competition LawsEffective Time with, including and all consents, approvals, permits and authorizations required to be obtained prior to the EC Merger RegulationEffective Time from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained (as the case may be), except for such consents, approvals, permits or authorizations the failure of which to be obtained would not, in the aggregate, be reasonably likely to have, a Material Adverse Effect on Holding Company (assuming the Mergers have taken place) or to materially adversely affect the consummation of the Mergers, and no such consent, approval, permit or authorization shall impose terms or conditions that would have, or would be reasonably likely to have, a Material Adverse Effect on Holding Company (assuming the Mergers have taken place).
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by any applicable waiting period thereunder court of competent jurisdiction, no order of any Governmental Entity having jurisdiction over any party hereto, and no other legal restraint or prohibition shall be in effect (an "Injunction") preventing or making illegal the consummation of the Mergers. In the event any such Injunction shall have been terminated or shall issued, each party agrees to use its reasonable best efforts to have expired;any such Injunction lifted.
(d) Other than filing the Certificates of Merger in accordance with the DGCL and excluding those specified in foregoing paragraph (c), all authorizations, consents, waiting periods and approvals of all Governmental Entities in the Applicable Jurisdictions required to be obtained under applicable Law prior to consummation of the Mergers The Form S-4 shall have been obtained or satisfied;
(e) The Form F-4 become effective and Form F-6 shall have been declared effectivebe effective at the Effective Time, and no stop order suspending the effectiveness of the Form F-4 S-4 shall have been issued, no action, suit, proceeding or Form F-6 shall be in effect and no proceedings for such purpose shall be pending before or threatened investigation by the SEC; SEC to suspend the effectiveness thereof shall have been initiated and the approval (visa) of the “note d’information” by the AMF relating be continuing or, to the Parent Ordinary Shares to be issued at knowledge of CRA or OSI, threatened.
(e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the Merger I Effective Time as part execution, delivery and performance of the transactions contemplated by this Agreement shall have been obtained; andobtained or made, except for filings in connection with the Mergers and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of CRA and OSI (and their respective Subsidiaries), taken as a whole, following the Effective Time.
(f) The Parent Depositary Shares (and, if required, Holding Company Common Stock to be issued to CRA and OSI stockholders in connection with the underlying shares of Parent Ordinary Shares) issuable to the stockholders of the Company pursuant to the First Merger and to the holders of the Company Convertible Debt Mergers shall have been authorized approved for listing quotation on the NYSENasdaq National Market, subject only to official notice of issuance, and the AMF and the Euronext Paris SA shall have approved the listing of the Parent Ordinary Shares to be issued at the Merger I Effective Time as part of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cra Managed Care Inc), Agreement and Plan of Reorganization (Occusystems Inc)
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation obligations of each party to effect the Mergers shall be subject to the satisfaction on fulfillment (or waiver by all parties, to the extent permissible under applicable Law) at or prior to the Closing Date of each Effective Time of the following conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law):conditions:
(a) (i) This Agreement shall have been adopted by the Required Company Vote in accordance with the DGCL and (ii) the Parent Shareholder The Requisite Unitholder Approval shall have been obtained in accordance with applicable French LawLaw and the Partnership Organizational Documents;
(b) No statuteinjunction, rule, order, order or decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any court or other Governmental Entity of competent jurisdiction which temporarilyshall have been entered and shall continue to be in effect, preliminarily no Law shall have been adopted or permanently restrainsbe effective, precludesand no agreement with any Governmental Entity shall be in effect, enjoins in each case that prohibits, prevents or otherwise prohibits makes unlawful the consummation of either Merger the Mergers or makes consummation of either Merger illegalthe other transactions contemplated by this Agreement;
(ic) The All waiting period periods (and any extension extensions thereof) applicable to the consummation of Mergers or the Mergers other transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated and (ii) all required approvals by the European Commission applicable to the Mergers under applicable Competition Laws, including the EC Merger Regulation, shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expiredterminated;
(d) Other than filing the Certificates of Merger in accordance with the DGCL and excluding those specified in foregoing paragraph (c), all authorizations, consents, waiting periods and approvals of all Governmental Entities in the Applicable Jurisdictions required to be obtained under applicable Law prior to consummation of the Mergers shall have been obtained or satisfied;
(e) The Form F-4 and Form F-6 S-4 shall have been declared effective, effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form F-4 or Form F-6 S-4 shall be in effect have been issued by the SEC and no proceedings for such that purpose shall be pending before have been initiated or threatened by the SEC; ;
(e) Parent shall have received an opinion of Xxxxxx & Xxxxxxx dated as of the Closing Date to the effect that (A) at least 90% of the gross income of Parent for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the approval (visacalendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (B) at least 90% of the combined gross income of each of Parent and the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “note d’informationqualifying income” by within the AMF relating meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxxx & Xxxxxxx shall be entitled to receive and rely upon the Parent Ordinary Shares Tax Certificate, the Partnership Tax Certificate and any other representations, warranties and covenants of officers of Parent and the Partnership and any of their respective affiliates, which for the avoidance of doubt, for purposes of this Section 6.1(e), shall include the Sponsors, as to be issued at the Merger I Effective Time such matters as part of the transactions contemplated by this Agreement shall have been obtainedsuch counsel may reasonably request; and
(f) The Parent Depositary Shares Partnership shall have received an opinion of Xxxxxx & Xxxxxx L.L.P. (and“Xxxxxx & Xxxxxx”) dated as of the Closing Date to the effect that at least 90% of the gross income of the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, if requiredXxxxxx & Xxxxxx shall be entitled to receive and rely upon the Partnership Tax Certificate, the underlying shares Parent Tax Certificate and any other representations, warranties and covenants of Parent Ordinary Shares) issuable to the stockholders officers of the Company pursuant Partnership and any of its respective affiliates, which, for the avoidance of doubt, for purposes of this Section 6.1(f), shall include the Sponsors, as to the First Merger and to the holders of the Company Convertible Debt shall have been authorized for listing on the NYSE, subject to official notice of issuance, and the AMF and the Euronext Paris SA shall have approved the listing of the Parent Ordinary Shares to be issued at the Merger I Effective Time such matters as part of the transactions contemplated by this Agreementsuch counsel may reasonably request.
Appears in 2 contracts
Samples: Merger Agreement (Energy Transfer LP), Merger Agreement (Enable Midstream Partners, LP)
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation obligations of each party to effect the Mergers shall be subject to the satisfaction on fulfillment or waiver in writing by mutual agreement of the parties at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law):conditions:
(a) (i) This Agreement The Xxxxx Requisite Vote shall have been adopted by the Required Company Vote in accordance with the DGCL obtained and (ii) the Parent Shareholder Approval Frontier Requisite Vote shall have been obtained in accordance with applicable French Law;
(b) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of either Merger or makes consummation of either Merger illegal;obtained.
(i) The waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated under the HSR Act, and (ii) all any mandatory waiting period or required approvals consent under any other applicable United States federal or state competition or antitrust law or regulation shall have expired or been obtained except where the failure to observe such waiting period or obtain a consent referred to in this clause (ii) would not reasonably be expected to delay or prevent the consummation of either or both Mergers or have a material adverse effect on the expected benefits of the transactions contemplated by this Agreement to Parent.
(c) None of the European Commission applicable parties hereto shall be subject to any decree, order or injunction of a United States federal or state court of competent jurisdiction, which prohibits the Mergers under applicable Competition Lawsconsummation of either or both Mergers, including the EC Merger Regulationand no statute, rule or regulation shall have been obtained enacted by any governmental authority which prohibits or any applicable waiting period thereunder shall have been terminated makes unlawful the consummation of either or shall have expired;both Mergers.
(d) Other than filing the Certificates of Merger in accordance with the DGCL and excluding those specified in foregoing paragraph (c), all authorizations, consents, waiting periods and approvals of all Governmental Entities in the Applicable Jurisdictions required to be obtained under applicable Law prior to consummation of the Mergers The Registration Statement shall have been obtained or satisfied;
(e) The Form F-4 and Form F-6 shall have been declared effective, become effective and no stop order suspending the effectiveness of the Form F-4 or Form F-6 with respect thereto shall be in effect and no proceedings for such that purpose shall be pending before have been commenced or threatened by the SEC; and the approval .
(visae) The shares of the “note d’information” by the AMF relating to the Parent Ordinary Shares Common Stock to be issued at pursuant to the Merger I Effective Time as part of Mergers and the transactions contemplated by this Agreement shall have been obtained; and
(f) The Parent Depositary Shares (and, if required, the underlying shares of Parent Ordinary Shares) issuable to the stockholders of the Company Common Stock reserved for issuance pursuant to the First Merger and to the holders of the Company Convertible Debt Parent Stock Options shall have been authorized for listing on the NYSE, subject to official notice of issuance, and the AMF and the Euronext Paris SA shall have approved the listing of the Parent Ordinary Shares to be issued at the Merger I Effective Time as part of the transactions contemplated by this Agreement.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation obligations of each party to effect the Mergers shall be subject to the satisfaction on fulfillment or waiver in writing by mutual agreement of the parties at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law):conditions:
(a) (i) This Agreement The Holly Requisite Vote shall have been adopted by the Required Company Vote in accordance with the DGCL obtained and (ii) the Parent Shareholder Approval Frontier Rxxxxxite Vote shall have been obtained in accordance with applicable French Law;
(b) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of either Merger or makes consummation of either Merger illegal;obtained.
(i) The waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated under the HSR Act, and (ii) all any mandatory waiting period or required approvals consent under any other applicable United States federal or state competition or antitrust law or regulation shall have expired or been obtained except where the failure to observe such waiting period or obtain a consent referred to in this clause (ii) would not reasonably be expected to delay or prevent the consummation of either or both Mergers or have a material adverse effect on the expected benefits of the transactions contemplated by this Agreement to Parent.
(c) None of the European Commission applicable parties hereto shall be subject to any decree, order or injunction of a United States federal or state court of competent jurisdiction, which prohibits the Mergers under applicable Competition Lawsconsummation of either or both Mergers, including the EC Merger Regulationand no statute, rule or regulation shall have been obtained enacted by any governmental authority which prohibits or any applicable waiting period thereunder shall have been terminated makes unlawful the consummation of either or shall have expired;both Mergers.
(d) Other than filing the Certificates of Merger in accordance with the DGCL and excluding those specified in foregoing paragraph (c), all authorizations, consents, waiting periods and approvals of all Governmental Entities in the Applicable Jurisdictions required to be obtained under applicable Law prior to consummation of the Mergers The Registration Statement shall have been obtained or satisfied;
(e) The Form F-4 and Form F-6 shall have been declared effective, become effective and no stop order suspending the effectiveness of the Form F-4 or Form F-6 with respect thereto shall be in effect and no proceedings for such that purpose shall be pending before have been commenced or threatened by the SEC; and the approval .
(visae) The shares of the “note d’information” by the AMF relating to the Parent Ordinary Shares Common Stock to be issued at pursuant to the Merger I Effective Time as part of Mergers and the transactions contemplated by this Agreement shall have been obtained; and
(f) The Parent Depositary Shares (and, if required, the underlying shares of Parent Ordinary Shares) issuable to the stockholders of the Company Common Stock reserved for issuance pursuant to the First Merger and to the holders of the Company Convertible Debt Parent Stock Options shall have been authorized for listing on the NYSE, subject to official notice of issuance, and the AMF and the Euronext Paris SA shall have approved the listing of the Parent Ordinary Shares to be issued at the Merger I Effective Time as part of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Holly Corp)
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers shall be subject to the satisfaction on fulfillment or waiver by each of the parties (subject to Applicable Laws) at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law):conditions:
(a) (i) This Agreement shall have been adopted by the Required Company Vote in accordance with the DGCL QRC Stockholder Approval, QELP Unitholder Approval and (ii) the Parent Shareholder QMLP Unitholder Approval shall have been obtained in accordance with applicable French Law;obtained.
(b) No statute, rule, restraining order, decree preliminary or regulation shall have been enacted permanent injunction or promulgated, and no action shall have been taken, other order issued by any Governmental Entity court of competent jurisdiction which temporarilyor other legal restraint or prohibition enacted or promulgated by any governmental entity restraining, preliminarily or permanently restrains, precludes, enjoins enjoining or otherwise prohibits prohibiting the consummation of either Merger or makes consummation of either Merger illegal;
(i) The waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated and (ii) all required approvals by the European Commission applicable to the Mergers under applicable Competition Laws, including the EC Merger Regulation, shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired;
(d) Other than filing the Certificates of Merger in accordance with the DGCL and excluding those specified in foregoing paragraph (c), all authorizations, consents, waiting periods and approvals of all Governmental Entities in the Applicable Jurisdictions required to be obtained under applicable Law prior to consummation of the Mergers shall have been obtained or satisfied;be in effect.
(ec) The Form F-4 and Form F-6 S-4 shall have been declared effective, become effective and no stop order suspending the effectiveness of the Form F-4 or Form F-6 with respect thereto shall be in effect and no proceedings proceeding for such that purpose shall be pending before have been initiated or threatened by the SEC; and the approval threatened.
(visad) The shares of the “note d’information” by the AMF relating to the Parent Ordinary Shares Holdco Common Stock to be issued at the Merger I Effective Time as part of the transactions contemplated by this Agreement shall have been obtained; and
(f) The Parent Depositary Shares (and, if required, the underlying shares of Parent Ordinary Shares) issuable to the stockholders of the Company pursuant to the First Merger and to the holders of the Company Convertible Debt Mergers shall have been authorized for listing on the NYSENASDAQ, subject to official notice of issuance.
(e) Each of QRC, QELP and QMLP shall have obtained all of the consents listed under its name on Exhibit 9.1(e).
(f) The Holdco Charter shall have been filed with the Secretary of State of the State of Delaware and shall be effective in accordance with the DGCL.
(g) Holdco and its Subsidiaries party thereto shall have entered into one or more credit facilities, with Holdco and/or any such Subsidiary as the borrower or borrowers thereunder, in each case in the form, and with such terms, as shall be reasonably acceptable to the AMF Board of Directors of each of QRC, QELP and the Euronext Paris SA shall have approved the listing of the Parent Ordinary Shares QMLP, to be issued become effective at the Merger I Effective Time as part of the transactions contemplated by this AgreementTime.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation obligations of each party Party to effect the Mergers shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law):conditions:
(a) (i) This this Agreement and the Parent Merger shall have been approved and adopted by the Required Company Vote in accordance with requisite votes of the DGCL respective Members of Nationwide Mutual and (ii) Harleysville Mutual at a special meeting of the Parent Shareholder Approval shall have been obtained in accordance with applicable French LawMembers of Nationwide Mutual and Harleysville Mutual, respectively, called for such purpose;
(b) No statute, rule, order, decree or regulation this Agreement and the Subsidiary Merger shall have been enacted or promulgated, approved and no action shall have been taken, adopted by any Governmental Entity the requisite vote of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation stockholders of either Merger or makes consummation HGI at a special meeting of either Merger illegalthe stockholders of HGI called for such purpose;
(ic) The the waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act shall have expired or been earlier terminated and, other than the filings provided for in clauses (i) and (ii) of Section 2.5(a) and in Section 2.5(b), all Governmental Approvals and other Consents or Filings which are required approvals by the European Commission applicable to be obtained prior to the Mergers under applicable Competition Laws, including Effective Time (other than those Governmental Approvals for which the EC Merger Regulation, failure to obtain would not be reasonably likely to have a Material Adverse Effect on the Surviving Company and its Subsidiaries taken as a whole) shall have been obtained and not rescinded or any applicable waiting period thereunder adversely modified or limited or, if merely required to be filed, such filings shall have been terminated or made and accepted, and all waiting periods prescribed by applicable Law shall have expiredexpired or been terminated in accordance with applicable Law; provided that no such Governmental Approval or other Consent or Filing shall contain any conditions or limitations that impose or seek to impose any limitation on the ability of the Surviving Company and its Subsidiaries or the Surviving Subsidiary and its Subsidiaries, in each case taken as a whole, to conduct its Business or own its Assets after the Effective Time in substantially the same manner as the Parties and their respective Subsidiaries presently conduct their Business or own their Assets and which conditions and limitations would have a Material Adverse Effect on the Surviving Company and its Subsidiaries or the Surviving Subsidiary and its Subsidiaries, in each case taken as a whole;
(d) Other than filing no Order entered or Law promulgated or enacted by any Governmental Entity shall be in effect which would prevent the Certificates of Merger in accordance with the DGCL and excluding those specified in foregoing paragraph (c), all authorizations, consents, waiting periods and approvals of all Governmental Entities in the Applicable Jurisdictions required to be obtained under applicable Law prior to consummation of the Mergers Mergers, and no Proceeding brought by a Governmental Entity shall have been obtained commenced and be pending which seeks to restrain, enjoin, prevent, or satisfied;materially delay or restructure the Mergers; and
(e) The Form F-4 and Form F-6 shall have been declared effective, and no stop order suspending the effectiveness of the Form F-4 or Form F-6 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and the approval (visa) of the “note d’information” by the AMF relating to the Parent Ordinary Shares to be issued at the Merger I Effective Time as part of the transactions contemplated by this Agreement shall have been obtained; and
(f) The Parent Depositary Shares (and, if required, the underlying shares of Parent Ordinary Shares) issuable to the stockholders of the Company pursuant to the First Merger and to the holders of the Company Convertible Debt shall have been authorized for listing on the NYSE, subject to official notice of issuance, and the AMF and the Euronext Paris SA shall have approved the listing of the Parent Ordinary Shares to be issued at the Merger I Effective Time as part of the transactions contemplated by this AgreementNationwide Surplus is greater than $11,100,000,000.
Appears in 1 contract
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party Regal, the Xxxx Group and the Partnership to effect the Mergers and Acquisition shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law):conditions:
(a) (i) This Agreement No action or proceeding shall have been adopted instituted before a court or other governmental body by any governmental agency or public authority to restrain or prohibit the Required Company Vote transactions contemplated by this Agreement or to obtain an amount of damages or other material relief in accordance connection with the DGCL and (ii) execution of the Parent Shareholder Approval shall have been obtained in accordance with applicable French Law;
(b) No statute, rule, order, decree Agreement or regulation shall have been enacted the related agreements or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of either Merger or makes consummation of either Merger illegal;
(i) The waiting period (and any extension thereof) applicable to the consummation of the Mergers under or the HSR Act Acquisition; and no governmental agency shall have expired or been terminated and (ii) all required approvals by the European Commission applicable given notice to any party hereto to the Mergers under applicable Competition Laws, including the EC Merger Regulation, shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired;
(d) Other than filing the Certificates of Merger in accordance with the DGCL and excluding those specified in foregoing paragraph (c), all authorizations, consents, waiting periods and approvals of all Governmental Entities in the Applicable Jurisdictions required to be obtained under applicable Law prior to effect that consummation of the Mergers shall have been obtained or satisfied;
(e) The Form F-4 and Form F-6 shall have been declared effective, and no stop order suspending the effectiveness of the Form F-4 or Form F-6 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and the approval (visa) of the “note d’information” by the AMF relating to the Parent Ordinary Shares to be issued at the Merger I Effective Time as part of the transactions contemplated by this Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the Mergers or the Acquisition.
(b) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body, any lenders, lessors or other third parties, required in connection with the execution, delivery and performance of this Agreement shall have been obtained; andobtained or made, except for filings in connection with the Mergers and Acquisition and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business of Regal, the Xxxx Group, and the Partnership taken as a whole, following the Effective Time.
(c) Regal shall have received copies of all resolutions adopted by the Members of Xxxx Theatres, by the Boards of Directors and shareholders of Xxxx I, Xxxx II and Xxxx Finance and by the Partners of the Partnership in connection with this Agreement and the transactions contemplated hereby. The Xxxx Group shall have received from Regal, Merger Sub I, Merger Sub II and Merger Sub III copies of all resolutions adopted by the Board of Directors of each respective company and the shareholders of Merger Sub I, Merger Sub II and Merger Sub III in connection with this Agreement and the transactions contemplated hereby.
(d) Regal shall have entered into a Registration Rights Agreement with the Members and Partners granting such persons a single demand registration right to sell the shares of Regal Common Stock issuable hereunder in an underwritten public offering, and unlimited piggyback registration rights for two years following Closing. Such Registration Rights Agreement shall be in the form attached hereto as Exhibit 8.1(d).
(e) Regal (or at Regal's option, a wholly-owned subsidiary of Regal) shall have become the obligor under the Notes and the Trustee shall have approved such obligor.
(f) The Parent Depositary Shares (and, if required, the underlying shares of Parent Ordinary Shares) issuable to the stockholders of the Company pursuant to the First Merger and to the holders of the Company Convertible Debt Regal shall have been authorized for listing either repaid or assumed the indebtedness on the NYSE, subject to official notice of issuance, and the AMF and the Euronext Paris SA shall have approved the listing of the Parent Ordinary Shares to be issued at the Merger I Effective Time as part of the transactions contemplated by this AgreementPartnership's properties.
Appears in 1 contract
Samples: Merger Agreement (Cobb Theatres LLC)
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers shall be subject to the satisfaction on at or prior to the Closing Date of each of the INSCX Xxxective Time and the PICOM Effective Time of the following conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law):conditions:
(a) (i) This Agreement and the transactions contemplated by this Agreement shall have been approved and adopted by the Required Company Vote in accordance requisite affirmative vote of the holders of Professionals Group Common Stock entitled to vote thereon.
(b) This Agreement and the transactions contemplated by this Agreement shall have been approved and adopted by the requisite affirmative vote of the Voting Members of PPTF entitled to vote thereon.
(c) The shares of Professionals Group Common Stock which shall be issued to the Eligible Members of PPTF upon consummation of the INSCX Xxxger shall have been authorized for trading and reporting on the Nasdaq National Market, subject to official notice of issuance.
(d) The INSCX Xxxtificate of Merger and the PICOM Certificates of Merger shall have been filed with the DGCL and appropriate Governmental Entities immediately prior to the Closing.
(iie) All approvals of Governmental Entities required to consummate the Parent Shareholder Approval transactions contemplated by this Agreement shall have been obtained and shall remain in accordance with applicable French Law;
(b) No statute, rule, order, decree or regulation full force and effect and all statutory waiting periods in respect thereof shall have been enacted expired, without the imposition of any condition which in the reasonable judgment of Professionals Group is materially burdensome upon Professionals Group or promulgated, its Subsidiaries (all such approvals and no action shall have been taken, by any Governmental Entity the expiration of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits all such waiting periods being referred to in this Agreement as the consummation "Requisite Regulatory Approvals"). Without limiting the generality of either Merger or makes consummation of either Merger illegal;
the foregoing: (i) The waiting period (and any extension thereof) applicable to the consummation of the Mergers S-4 shall have become effective under the HSR Act shall have expired or been terminated and (ii) all required approvals by the European Commission applicable to the Mergers under applicable Competition Laws, including the EC Merger Regulation, shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired;
(d) Other than filing the Certificates of Merger in accordance with the DGCL and excluding those specified in foregoing paragraph (c), all authorizations, consents, waiting periods and approvals of all Governmental Entities in the Applicable Jurisdictions required to be obtained under applicable Law prior to consummation of the Mergers shall have been obtained or satisfied;
(e) The Form F-4 and Form F-6 shall have been declared effectiveSecurities Act, and no stop order suspending the effectiveness of the Form F-4 or Form F-6 S-4 shall be have been issued and shall remain in effect and no proceedings for such that purpose shall be pending before have been initiated or threatened by the SEC; (ii) all Blue Sky Filings shall have been made, and the approval sale of Professionals Group Stock resulting from the INSCX Xxxger shall have been qualified or registered with the appropriate state securities law regulatory authorities of all states in which qualification or registration is required under applicable state securities laws, and such qualifications or registrations shall not have been suspended or revoked, or shall be exempt from such qualification or registration; (visaiii) the HSR Act Report shall have been submitted to the Pre-Merger Notification Agencies, and the waiting period under the HSR Act shall have expired or notice of early termination of the “note d’information” waiting period shall have been received; and (iv) the Mergers and the transfer of ownership of PPTF and the PPTF Subsidiary shall have been approved by the AMF relating Michigan Insurance Commissioner, the Florida Insurance Department, and the insurance departments of all states in which PPTF, Professionals Group and any Subsidiaries of either of them conduct business, to the Parent Ordinary Shares to be extent such approvals are required.
(f) No order, injunction or decree issued at by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the Merger I Effective Time as part consummation of the Mergers or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been obtainedenacted, entered, promulgated or enforced by any Governmental Entity which prohibits, materially restricts or makes illegal consummation of the Mergers.
(g) Professionals Group and PPTF each shall have received an opinion of their respective tax counsel, addressed to Professionals Group or PPTF, as the case may be, in form and substance reasonably satisfactory to Professionals Group and PPTF, dated as of the INSCX Xxxective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the INSCX Xxxective Time:
(i) The Mergers will constitute a tax free reorganization under Section 368(a)(1)(A) of the Code and Professionals Group and PPTF will each be a party to the reorganization;
(ii) No gain or loss will be recognized by Professionals Group or PPTF as a result of the Mergers; and
(fiii) The Parent Depositary Shares (and, if required, No gain or loss will be recognized by the underlying shares Eligible Members of Parent Ordinary Shares) issuable to the stockholders of the Company PPTF who exchange their PPTF Membership Rights solely for Professionals Group Common Stock pursuant to the First Merger INSCX Xxxger (except with respect to cash received in lieu of a fractional share interest in Professionals Group Common Stock). In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Professionals Group, PPTF and others.
(h) Professionals Group and PPTF shall each have received letters, effective as of the INSCX Xxxective Time and the PICOM Effective Time, from their respective independent accountants addressed to Professionals Group or PPTF, as the case may be, to the holders effect that each of the Company Convertible Debt shall Mergers will qualify for "pooling of interests" accounting treatment.
(i) INSCX xxxll have been duly incorporated under the Florida Insurance Code and shall be authorized for listing on to transact business in the NYSEState of Michigan under and pursuant to the Michigan Insurance Code and in the State of Florida under and pursuant to the Florida Insurance Code.
(j) The percentage interests of those PPTF Voting Members perfecting their dissenters' rights under applicable law, subject to official notice of issuancewhen aggregated, and the AMF and the Euronext Paris SA shall have approved the listing not exceed 10% of the Parent Ordinary Shares to be issued at the Merger I Effective Time percentage interests of all PPTF Eligible Members as part of the transactions contemplated by this Agreementa whole.
Appears in 1 contract
Samples: Merger Agreement (Professionals Insurance Co Management Group)
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation obligations of each party to effect the Mergers and the other transactions to be effected at the Closing as contemplated by this Agreement shall be subject to the satisfaction on fulfillment (or waiver in writing by Parent and Company) at or prior to and as of the Closing Date of each Effective Time of the following conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law):conditions:
(a) (i) This Agreement shall have been adopted by the Required The Company Vote in accordance with the DGCL and (ii) the Parent Shareholder Stockholder Approval shall have been obtained in accordance with applicable French Law;duly obtained.
(b) No statute, rule, order, decree or regulation The Parent Stockholder Approval shall have been enacted or promulgated, and no action shall have been taken, duly obtained.
(c) No Order by any Governmental Entity of competent jurisdiction which temporarily, preliminarily makes illegal or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of either Merger the Mergers, the Parent Stock Issuance, the Parent Certificate of Incorporation Amendment or the 2024 LTIP Adoption shall have been entered and shall continue to be in effect, and no Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any Governmental Entity of competent jurisdiction that, in any case, prohibits or makes illegal the consummation of either Merger illegal;the Mergers, the Parent Stock Issuance, the Parent Certificate of Incorporation Amendment or the 2024 LTIP Adoption.
(id) The Any applicable waiting period (and any extension thereof) applicable thereof and any timing agreement with any Governmental Entity to the consummation of toll, stay, or extend any such waiting period, or to delay or not to consummate the Mergers contemplated by this Agreement entered into in connection therewith) under the HSR Act relating to the Mergers shall have expired or been terminated earlier terminated; and (ii) all required approvals by the European Commission applicable to the Mergers under applicable Competition Laws, including the EC Merger Regulation, shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired;
(d) Other than filing the Certificates of Merger in accordance with the DGCL and excluding those specified in foregoing paragraph (c), all authorizations, consents, waiting periods and approvals of all Governmental Entities in the Applicable Jurisdictions waivers, approvals, licenses, permits, orders or authorizations required to be obtained under applicable Law prior to consummation of Antitrust Laws and Foreign Investment Laws that are listed on Section 7.1(d) the Mergers Company Disclosure Letter shall have been obtained from the applicable Governmental Entity (whether by lapse of time or satisfied;express confirmation of the relevant Governmental Entity) and shall be in full force and effect at the Closing.
(e) The Form F-4 and Form F-6 Registration Statement shall have been declared effectivebecome effective under the Securities Act, and no stop order suspending the effectiveness of the Form F-4 or Form F-6 Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and the approval (visa) of the “note d’information” by the AMF relating to the Parent Ordinary Shares to be issued at the Merger I Effective Time as part of the transactions contemplated by this Agreement shall have been obtained; and.
(f) The Parent Depositary Shares (and, if required, the underlying shares of Parent Ordinary Shares) issuable Common Stock to the stockholders of the Company pursuant to the First be issued as Aggregate Merger and to the holders of the Company Convertible Debt Consideration shall have been authorized approved for listing on the NYSE, subject to official notice of issuance, and the AMF and the Euronext Paris SA shall have approved the listing of the Parent Ordinary Shares to be issued at the Merger I Effective Time as part of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Dril-Quip Inc)