Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each party to effect the Transaction is subject to the satisfaction or waiver (to the extent permitted by applicable Law) at or prior to the Closing of the following conditions:
Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligation of each party to effect the Transaction shall be subject to the satisfaction prior to the Closing Date of the following conditions:
Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each Party to effect the Transaction shall be subject to the fulfillment (or waiver by all Parties, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions:
(a) The Company Shareholder Approval shall have been obtained.
(b) The Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to any non de minimis modification being acceptable to both Parties acting reasonably and in good faith) and a copy of the Court Order shall have been delivered to Registrar of Companies in Jersey.
(c) The New Buyer Shares shall have been approved for listing on the NYSE, subject to official notice of issuance.
(d) No order, injunction, decree or other legal restraint by any court or other tribunal of competent jurisdiction or Governmental Entity shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective, in each case that prohibits, prevents, restrains or renders illegal the consummation of the Transaction; provided, that with respect to any such order, injunction, decree or other legal restraint that relates to Antitrust Laws or Foreign Investment Laws, such order, injunction, decree or other legal restraint shall have been entered or adopted by a jurisdiction where the consent of or filing with a Governmental Entity of such jurisdiction is required in order to satisfy the condition set forth in Section 6.1(f).
(e) All waiting periods applicable to the Transaction under the HSR Act, including any secondary acquisition notifications pursuant to 16 C.F.R. § 801.4, shall have expired or been terminated.
(f) All consents of the Governmental Entities set forth in Section 6.1(f) of the Buyer Disclosure Schedule shall have been obtained and any applicable waiting periods with respect thereto shall have expired or been terminated, as the case may be.
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 Obligation to Effect the Transaction. The respective obligation of each party to consummate the Merger is subject to the satisfaction or waiver (to the extent permitted by applicable Law and other than the conditions set forth in Section 7.1(a) which may not be waived by any party) at or prior to the Closing of the following conditions:
Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of the parties to effect the transactions contemplated hereby shall be subject to the satisfaction, or waiver by each of the parties, at or prior to the Closing of the following conditions:
(a) Approvals or authorizations required to be obtained from the FAA, DOT, and such other Governmental Entity as set forth and specifically described on Section 5.1(a) of the Seller Disclosure Schedule to this Agreement shall have been obtained.
(b) The waiting period under the HSR Act shall have expired or been earlier terminated.
(c) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation which is in effect and which has the effect of making the purchase of the Units illegal or otherwise prohibiting consummation of the purchase of the Units or the other transactions contemplated by this Agreement and there shall be no Proceeding pending by or before any Governmental Entity of competent jurisdiction seeking the foregoing.
Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or before the Closing Date of the following conditions:
(a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Acquisition Corp. and Senercomm under applicable law;
(b) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its best efforts to have any such injunction, order or decree lifted);
(c) no statute, rule or regulation shall have been enacted by any state or federal government or governmental agency which would prevent the consummation of the Merger or make the Merger illegal;
(d) all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger contemplated hereby shall have been obtained and be in effect at the Closing Date, except where the failure to obtain the same would not be reasonably likely, individually or in the aggregate, to result in a Senercomm Material Adverse Effect following the Closing Date; and
(e) all intercompany debt and obligations between Senercomm and Verso and between Senercomm and any of Verso's affiliates shall have been cancelled; provided, however, that this Section 6.1(e) shall have no effect on the trade payable obligations of AremisSoft Corporation or its affiliates ("AremisSoft") to Senercomm that were assumed by AremisSoft when it acquired certain non-U.S. subsidiaries of Verso.
Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligation of each of the parties to consummate the transactions contemplated hereby is subject to the satisfaction (or waiver in writing) at or prior to the Closing of each of the following conditions:
(a) The waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been earlier terminated.
(b) No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Closing. No judgment, decree, injunction or restraining order shall have been issued by any court of competent jurisdiction and be in effect, nor shall there be pending any suit or action instituted by any Governmental Entity which would, prohibit or make illegal the Closing.
(c) (i) The Material Insurance Approvals shall have been received and, (ii) in connection with each Material Insurance Filing, either (A) approval shall have been received or (B) all of the other conditions to closing in this Article VII shall have occurred and no objection shall have been received with respect to such filing and, (iii) such approvals referred to in (i) and (ii)(A) above shall not contain any condition or requirement which would be reasonably likely to have a Combined Company Material Adverse Effect.
Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligation of Sellers, on the one hand, and Buyer, on the other hand, to effect the transactions contemplated by this Agreement 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) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transaction contemplated hereby or makes such transactions illegal;
(b) There shall not be pending any suit, action or formal proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and
(c) The Company Restructuring shall have occurred.
Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of the Parties to consummate the transactions contemplated under Article II are subject to the satisfaction or waiver prior to the Closing Date of each of the following conditions:
