Common use of Conditions to Each Party’s Obligation Clause in Contracts

Conditions to Each Party’s Obligation. The obligation of Hexcel and Ciba to consummate the transactions contemplated to occur at the Closing shall be subject to the satisfaction prior to the Closing of each of the following conditions, each of which may be waived only if it is legally permissible to do so: (a) HSR and Other Approvals. Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated, and all other material authorizations, consents, orders or approvals of, or regulations, declarations or filings with, or expirations of applicable waiting periods imposed by, any Governmental Entity necessary for the consummation of the transactions contemplated hereby, including filings and consents required pursuant to applicable antitrust and competition law statutes and regulations in each of the Applicable Jurisdictions, shall have been obtained or filed or shall have occurred. (b) No Litigation, 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 transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect.

Conditions to Each Party’s Obligation. The respective obligation of Hexcel and Ciba each party to consummate effect the transactions contemplated to occur at the Closing hereby shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver at or prior to the Closing of each of the following conditions, each of which may be waived only if it is legally permissible to do so: (a) HSR and Other Approvals. Any applicable waiting period under the HSR Act relating to no statute, rule, order, decree or regulation shall have been enacted or promulgated by any Governmental Entity of competent jurisdiction which prohibits the transactions contemplated hereby shall have expired or been terminated, and makes such transactions illegal; (b) all other material authorizations, consents, orders or approvals of, or regulations, declarations or filings with, or expirations of applicable waiting periods imposed by, any Governmental Entity Approvals which are necessary for the consummation of the transactions contemplated hereby, including filings and consents required pursuant to applicable antitrust and competition law statutes and regulations in each of the Applicable Jurisdictions, hereby shall have been filed, have occurred or have been obtained and all such Governmental Approvals shall be in full force and effect (other than the expiration of the applicable waiting period under the HSR Act that is addressed in Section 6.1(c)); (c) the waiting period (and any extension thereof) applicable to the transactions contemplated hereby under the HSR Act or filed any other applicable competition, merger control, antitrust or similar Law shall have been terminated or shall have occurred.expired; and (bd) No Litigationthere shall be no order, Injunctionswrit, or Restraints. No statutejudgment, rule, regulation, executive orderinjunction, decree, temporary restraining orderstipulation, preliminary determination, or permanent injunction award entered and in effect precluding, restraining, enjoining or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the prohibiting consummation of the transactions contemplated hereby and there shall not be pending any suit, action, proceeding or investigation by this Agreement a Governmental Entity seeking to restrain, enjoin or any Ancillary Agreement shall be in effectprohibit the transactions contemplated hereby.

Conditions to Each Party’s Obligation. The respective obligation of Hexcel and Ciba each party to consummate the transactions contemplated to occur at the Closing shall be herein is subject to the satisfaction at or prior to the Closing of each of the following conditions, each of which may be waived only if it is legally permissible to do so: (a) HSR and Other Approvals. Any applicable waiting period under No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any court or Governmental Authority which prohibits or restricts the HSR Act relating to consummation of the transactions contemplated hereby hereby; (b) There shall have expired not be in effect any judgment, order, injunction or been terminateddecree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, and all action, investigation, inquiry or other material authorizationsproceeding instituted, pending or threatened by any Governmental Authority which seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby; and (d) All necessary regulatory notices, consents, orders or authorizations and other approvals of, or regulations, declarations or filings with, or expirations of applicable waiting periods imposed by, any Governmental Entity necessary required for the consummation of the transactions contemplated hereby, including filings and consents required pursuant to applicable antitrust and competition law statutes and regulations in each of the Applicable Jurisdictions, herein shall have been obtained or filed or shall have occurred. (b) No Litigation, 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 and any Governmental Entity or other legal restraint or prohibition preventing the consummation of waiting periods applicable to the transactions contemplated by this Agreement under applicable U.S. antitrust or any Ancillary Agreement trade regulation laws and regulations, including under the H-S-R Act, shall be in effecthave expired or been terminated.

Conditions to Each Party’s Obligation. The respective obligation of Hexcel and Ciba each party to consummate the transactions contemplated to occur at the Closing shall be herein is subject to the satisfaction at or prior to the Closing of each of the following conditions, each of which may be waived only if it is legally permissible to do so: (a) HSR and Other Approvals. Any applicable waiting period under No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any court or governmental authority which prohibits or restricts the HSR Act relating to consummation of the transactions contemplated hereby hereby; (b) There shall have expired not be in effect any judgment, order, injunction or been terminateddecree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby; (c) There shall not be any suit, and all action, investigation, inquiry or other material authorizationsproceeding instituted, pending or threatened by any governmental or other regulatory or administrative agency or commission which seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby; (d) All necessary regulatory notices, consents, orders or authorizations and other approvals of, or regulations, declarations or filings with, or expirations of applicable waiting periods imposed by, any Governmental Entity necessary required for the consummation of the transactions contemplated hereby, including filings and consents required pursuant to applicable antitrust and competition law statutes and regulations in each of the Applicable Jurisdictions, herein shall have been obtained or filed or shall have occurred. (b) No Litigation, 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 and any Governmental Entity or other legal restraint or prohibition preventing the consummation of waiting periods applicable to the transactions contemplated by this Agreement under applicable U.S. antitrust or any Ancillary Agreement trade regulation laws and regulations, including under the H-S-R Act, shall be in effect.have expired or been terminated; and

Conditions to Each Party’s Obligation. The respective obligation of Hexcel and Ciba each party to consummate effect the transactions contemplated to occur at the Closing shall be by this Agreement is subject to the satisfaction or waiver at or prior to the Closing of each Date of the following conditions, each of which may be waived only if it is legally permissible to do so: (a) HSR The waiting periods (and Other Approvals. Any any extensions thereof) applicable waiting period to the transactions contemplated by this Agreement under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated, and all other material authorizations, consents, orders or approvals of, or regulations, declarations or filings with, or expirations of applicable waiting periods imposed by, any Governmental Entity necessary for the consummation of the transactions contemplated hereby, including filings and consents required pursuant to applicable antitrust and competition law statutes and regulations in each of the Applicable Jurisdictions, shall have been obtained or filed terminated or shall have occurredexpired. (b) No Litigation, Injunctions, or Restraints. No statute, rule, regulation, executive order, decree, temporary restraining orderruling, preliminary or permanent injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated, promulgated or enforced or issued by any Governmental Entity of competent jurisdiction which prohibits, restrains, enjoins or other legal restraint or prohibition preventing restricts the consummation of the transactions contemplated by this Agreement Agreement; provided, however, that each of the parties shall have used its reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted. (c) There shall not be pending any Ancillary Agreement suit, action or proceeding by any Governmental Entity seeking to impose, and neither Shareholder nor Purchaser shall be in effectsubject to any order, decree, ruling or injunction (whether temporary, preliminary or permanent) which would impose, limitations on the ability of Purchaser to acquire or hold, or exercise full rights of ownership of, the Shares, including the right to vote the Shares on all matters properly presented to the shareholders of the Company. (d) The closing of the transactions contemplated by the Other Stock Purchase Agreements shall be occurring concurrently with the Closing.

Conditions to Each Party’s Obligation. The obligation respective obligations of Hexcel the Company, the Shareholders and Ciba Buyer to consummate effect the transactions contemplated to occur at the Closing shall be hereby are subject to the satisfaction satisfaction, on or prior to the Closing of each Date, of the following conditions, each of which may be waived only if it is legally permissible to do so: (a) HSR and Other Approvals. Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated, and all other material All authorizations, consents, orders or approvals of, or regulations, declarations or filings with, or expirations of applicable waiting periods imposed by, any Governmental Entity necessary (excluding immaterial consents, authorizations and approvals relating to ownership or use, occupancy, Taxes, environmental or other operational matters) for the consummation of the transactions contemplated by the Transaction Documents shall have been obtained, occurred or been filed including, those arising under all applicable Antitrust Laws and the applicable waiting period under the HSR Act shall have expired or terminated. (b) No judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims or proceedings by or before a Governmental Entity shall have been instituted against the Company, any Shareholder or Buyer seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, including filings and consents required pursuant to applicable antitrust and competition law statutes and regulations there shall not be in each of the Applicable Jurisdictions, shall have been obtained or filed or shall have occurred. (b) No Litigation, Injunctions, or Restraints. No statute, rule, regulation, executive order, decree, effect any temporary restraining order, preliminary or permanent injunction or other order enactedorder, enteredjudgment, promulgateddecree, enforced ruling, writ, assessment or arbitration award issued by any Governmental Government Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement the Transaction Documents. (c) No action shall have been taken nor any statute, rule or regulation shall have been enacted or promulgated by any Ancillary Agreement shall be in effectGovernmental Entity that prohibits consummation of the transactions contemplated hereby.

Conditions to Each Party’s Obligation. The respective obligation of Hexcel and Ciba each party to consummate effect the transactions contemplated to occur at the Closing shall be by this Agreement is subject to the satisfaction or waiver at or prior to the Closing of each Date of the following conditions, each of which may be waived only if it is legally permissible to do so: (a) HSR The waiting periods (and Other Approvals. Any any extensions thereof) applicable waiting period to the transactions contemplated by this Agreement under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated, and all other material authorizations, consents, orders or approvals of, or regulations, declarations or filings with, or expirations of applicable waiting periods imposed by, any Governmental Entity necessary for the consummation of the transactions contemplated hereby, including filings and consents required pursuant to applicable antitrust and competition law statutes and regulations in each of the Applicable Jurisdictions, shall have been obtained or filed terminated or shall have occurredexpired. (b) No Litigation, Injunctions, or Restraints. No statute, rule, regulation, executive order, decree, temporary restraining orderruling, preliminary or permanent injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated, promulgated or enforced or issued by any Governmental Entity of competent jurisdiction which prohibits, restrains, enjoins or other legal restraint or prohibition preventing restricts the consummation of the transactions contemplated by this Agreement Agreement; provided, however, that each of the parties shall have used its reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted. (c) There shall not be pending any Ancillary Agreement suit, action or proceeding by any Governmental Entity seeking to impose, and no Management Shareholder or Purchaser shall be in effectsubject to any order, decree, ruling or injunction (whether temporary, preliminary or permanent) which would impose, limitations on the ability of Purchaser to acquire or hold, or exercise full rights of ownership of, the Shares, including the right to vote the Shares on all matters properly presented to the shareholders of the Company. (d) The closing of the transactions contemplated by the Other Stock Purchase Agreements shall be occurring concurrently with the Closing.

Conditions to Each Party’s Obligation. The respective obligation of Hexcel and Ciba each Party to consummate effect the transactions contemplated to occur at the Closing shall be Merger is subject to the satisfaction or waiver on or prior to the Closing of each Effective Time of the following conditions, each any or all of which may be waived only if it is legally permissible in whole or in part by the Party being benefited thereby, to do sothe extent permitted by applicable Law: (a) HSR and Other ApprovalsCertificates of Merger / Charter Amendment. Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated, and all other material authorizations, consents, orders or approvals of, or regulations, declarations or filings with, or expirations The Delaware Certificate of applicable waiting periods imposed by, any Governmental Entity necessary for the consummation of the transactions contemplated hereby, including filings and consents required pursuant to applicable antitrust and competition law statutes and regulations in each of the Applicable Jurisdictions, Merger shall have been obtained or duly executed and delivered by Merger Sub and the Company and filed or with and accepted by the Delaware Secretary of State. The Charter Amendment shall have occurredbeen duly executed and delivered by the Company and the Maryland Articles of Merger shall have been duly executed and delivered by Merger Sub and the Company, and each shall have been filed with and accepted by the Maryland Secretary of State. (b) No Litigation, Injunctions, Injunction or RestraintsLegal Restraint. No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or decree issued by any Governmental Entity court of competent jurisdiction or other legal restraint or prohibition (collectively, "LEGAL RESTRAINTS") or Law which has the effect of preventing the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement Merger shall be in effect. There shall not be pending or threatened by any Governmental Entity any claim, suit, action or proceeding (or by any other Person any claim, suit, action or proceeding which has a reasonable likelihood of success), challenging or seeking to restrain, prohibit, prevent, enjoin, alter or delay the Merger or any of the other transactions contemplated by the this Agreement.

Conditions to Each Party’s Obligation. The obligation of Hexcel the Company and Ciba Purchaser to consummate the transactions contemplated to occur at the Closing shall be subject to the satisfaction prior to the Closing of each of the following conditions, each of which may be waived only if it is legally permissible to do so: (a) HSR and Other Approvals. Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated, and all other material authorizations, consents, orders or approvals of, or regulations, declarations or filings with, or expirations of applicable waiting periods imposed by, any Governmental Entity (including, without limitation, any foreign antitrust filing) necessary for the consummation of the transactions contemplated hereby, including filings and consents required pursuant to applicable antitrust and competition law statutes and regulations in each of the Applicable Jurisdictions, shall have been obtained or filed or shall have occurred. (b) No Litigation, 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 transactions contemplated by this Agreement or any Ancillary Agreement of the Reorganization Agreements shall be in effect.