Conditions to Each Party’s Obligation to Effect the Transactions. The obligation of each Party to effect the Closing is subject to the satisfaction or waiver (by such Party) at or prior to the Closing of the following conditions:
Conditions to Each Party’s Obligation to Effect the Transactions. The obligations of Weyerhaeuser and WRECO to effect the REB Transfers, the WRECO Spin, the Distribution and the Merger and the obligations of Parent and Merger Sub to effect the Merger are subject to the satisfaction (or, to the extent permitted by Law, waiver) on or prior to the Closing Date of the following conditions:
(a) the Parent Stockholder Approval shall have been obtained;
(b) any waiting period (and any extension thereof) applicable to the Transactions under the HSR Act shall have been terminated or shall have expired, and any Governmental Approvals under any other Review Law, the absence of which would prohibit the consummation of the Transactions, shall have been obtained or made;
(c) no court of competent jurisdiction or other Governmental Entity shall have issued a Judgment or enacted a Law that is still in effect and prohibits, enjoins or makes illegal the consummation of the Transactions;
(d) the Registration Statements, to the extent required, shall have become effective under the Securities Act and the Exchange Act, as applicable, and shall not be the subject of any stop order or proceedings seeking a stop order;
(e) the shares of Parent Common Stock to be issued in the Merger and upon exercise of the Parent Equity Awards from time to time shall have been approved for quotation on the NYSE, subject to official notice of issuance; and
(f) WRECO shall have entered into the New Debt Agreements in accordance with and subject to the terms of this Agreement providing for the New Debt in an aggregate principal amount of not less than the New Debt Amount and shall have received the net proceeds thereof.
Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable laws) on or prior to the Closing Date of all of the following conditions:
(a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been made and obtained; provided, however, that, prior to invoking this condition, the invoking Party shall have used commercially reasonable efforts to make or obtain such filings and consents.
(b) no Party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated hereby and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement, shall be in effect; and
(c) the New Common Units shall have been approved for listing upon notice of issuance on the NYSE.
Conditions to Each Party’s Obligation to Effect the Transactions. The obligation of each of the Parties to effect the Transactions is subject to the satisfaction (or, to the extent permitted by Law, waiver) on or prior to the Closing Date of the following conditions; provided that the condition set forth in Section 8.01(a) shall not be waivable:
(a) the Match Disinterested Stockholder Approval shall have been obtained;
(b) the IAC Required Stockholder Approval shall have been obtained;
(c) the Match Stockholder Approval shall have been obtained;
(d) the Governmental Approvals set forth in Section 8.01(d) of the IAC Disclosure Letter shall have been obtained;
(e) IAC, Match and New IAC shall have received the Distribution Tax Opinion;
(f) IAC and Match shall have received the Merger Tax Opinion;
(g) one or more opinions from an independent firm reasonably acceptable to IAC at the time or times requested by the IAC Board of Directors shall have been obtained with respect to the adequacy of surplus under Delaware law with respect to IAC to effect the Mandatory Exchange and the solvency of IAC immediately prior to the consummation of the Transactions and each of New IAC and New Match immediately after the consummation of the Transactions;
(h) one or more opinions from an independent firm reasonably acceptable to Match at the time or times requested by the Match Separation Committee or the Match Board of Directors shall have been obtained with respect to the solvency of New Match immediately after the consummation of the Transactions;
(i) the Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; and
(j) the shares of IAC Class M Common Stock (or, after it is renamed pursuant to the Post-Merger Amendments to the New Match Charter, New Match Common Stock) and New IAC Common Stock shall have been approved for listing on the NASDAQ, subject to official notice of issuance.
Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable Laws) on or prior to the Closing Date of all of the following conditions:
(a) no Party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and no Law enacted, entered, or issued by any Governmental Authority, preventing the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, shall be in effect;
(b) the consents listed on Schedule 6.1(b) shall have been obtained; and
(c) the closing of the Vantage Acquisition shall have occurred.
Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligations of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties(subject to applicable Laws) on or prior to the Closing Date of all of the following conditions:
(a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents shall have been made and obtained; provided, however, that, prior to invoking this condition, the invoking party shall have used commercially reasonable efforts to make or obtain such filings and consents;
(b) no Party shall be subject to any Order of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and no Law enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, shall be in effect;
(c) the New Common Units shall have been approved for listing upon notice of issuance on The New York Stock Exchange; and
(d) Western shall have received from an independent appraiser or other expert a written certificate or opinion, in compliance with section 314 of the Trust Indenture Act of 1939, as amended, stating that the release of the Contributed Assets under the NTI Indenture will not impair the security under the NTI Indenture in contravention of the provisions thereof.
Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligations of each party to this Agreement to effect the Transactions, including the First Merger and the Second Merger, is subject to the satisfaction or waiver (where permissible pursuant to applicable Law) on or prior to the Closing of each of the following conditions:
Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each party to consummate the Transactions and the other transactions contemplated hereby and by the Ancillary Documents shall be subject to satisfaction prior to the Closing Date of the following conditions:
Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligations of the Company and the Purchaser to effect the Transactions 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 to Effect the Transactions. The obligation of each party to consummate the Transactions and any other transaction contemplated by this Agreement is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
(a) Shareholder Approval. CDnow shall have obtained the CDnow Shareholder Approval.
