Conditions to Each Party’s Obligations to Close. The respective obligations of Seller and Purchaser to effect the Closing is subject to the satisfaction or waiver at or prior to the Closing of the following conditions:
Conditions to Each Party’s Obligations to Close. The respective obligation of each party to effect the Mergers is subject to the satisfaction or, to the extent permitted by applicable law, waiver (in writing) prior to the Closing Date of the following conditions:
Conditions to Each Party’s Obligations to Close. The respective obligations of Seller and Purchaser to effect the Closing is subject to the satisfaction or waiver at or prior to the Closing of the following conditions:
(a) Antitrust Approvals. Approvals and/or termination or expiration of any applicable waiting periods (including any extension thereof) required to be obtained or to have occurred under the HSR Act and under the Antitrust Laws of the jurisdictions listed on Section 7.1(a) of the Seller Disclosure Schedules prior to Closing shall have been obtained or shall have occurred.
Conditions to Each Party’s Obligations to Close. With respect to each Purchase Commitment, the respective obligations of each Party to consummate the transactions contemplated to be consummated at each Closing in accordance with the terms of Article I shall be subject, in each case, to the satisfaction (or written waiver by each of Dell Technologies, Seller and VMware to the extent permitted by applicable Law), on or prior to the applicable Closing Date, of each of the following conditions:
Conditions to Each Party’s Obligations to Close. The respective obligations of Company and Seller to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:
(a) The Agreement and the transactions contemplated hereby shall have received all requisite approval of the shareholders of Seller.
(b) No judgment, decree, injunction, order or proceeding shall be outstanding or threatened by any Governmental Entity which prohibits or restricts the effectuation of, or threatens to invalidate or set aside the Merger substantially in the form contemplated by this Agreement, unless counsel to the Party against whom such action or proceeding was instituted or threatened renders to the other Parties hereto a favorable opinion that such judgment, decree, injunction, order or proceeding is without merit.
(c) On or before December 31, 2007, (i) the Parties shall have received any required Consent from the FDIC, the FRB, the DFI and, at or prior to the Effective Time, this Agreement and the transactions contemplated hereby shall have been approved by any other Governmental Entity whose Consent is required for consummation of the transactions contemplated in this Agreement and in each case either unconditionally or without the imposition of conditions or limitations that are applicable to any Party or would become applicable to Company or the Surviving Bank after the Merger that Company reasonably and in good faith concludes would result in a Material Adverse Effect on any Party or otherwise would be materially burdensome to any Party and all such Consents shall be in effect at the Effective Time, which Consents shall permit the Merger and permit the Surviving Bank to acquire and conduct all direct and indirect activities as previously conducted by Seller, at or prior to the Effective Time, and all required waiting periods shall have expired.
(d) No Rule shall be outstanding or threatened by any Governmental Entity which prohibits or materially restricts the consummation of, or threatens to invalidate or set aside, the Merger substantially in the form contemplated by this Agreement or which would not permit the businesses presently carried on by Seller and Company to continue materially unimpaired following the Effective Time, unless counsel to the Party or Parties against whom such action or proceeding was instituted or threatened renders to the other Party or Parties hereto a favorable opinion that ...
Conditions to Each Party’s Obligations to Close. The respective obligations of Seller and the Purchased Entity, on the one hand, and Purchaser and Debt Merger Subs, on the other hand, to effect the Closing are subject to the satisfaction or (to the extent permitted by Law) waiver by Seller and the Purchased Entity, on the one hand, and Purchaser and Debt Merger Subs, on the other hand, as of the Closing of the following conditions:
Conditions to Each Party’s Obligations to Close. The respective obligations of each party hereto to close are subject to the satisfaction at or prior to the Closing Date of the following: No statute,rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits, restrains, enjoins or restricts the consummation of the transaction described herein.
Conditions to Each Party’s Obligations to Close. The respective obligations of Transferor and the Transferee to effect the Closing are subject to the satisfaction or (to the extent permitted by Law) waiver by Transferor and the Transferee at or prior to the Closing of the following conditions:
Conditions to Each Party’s Obligations to Close. The respective obligations of Descartes and Fermat to effect the Closing are subject to the satisfaction (or written waiver by Descartes and Fermat to the extent permitted by Law) at or prior to the Closing of the following conditions:
Conditions to Each Party’s Obligations to Close. The obligation of each party to close the transactions contemplated hereby is subject to the satisfaction or waiver, prior to the Closing, of the following conditions:
(a) no statute, rule, decree of injunction shall have been enacted, entered, promulgated or enforced by any court or governmental authority against the Seller, XAB, YAB, the Company, any Subsidiary or the Buyer and be in effect that prohibits or restricts the consummation of such transactions or makes such consummation illegal (each party agreeing to use all reasonable efforts to have such prohibition lifted);
(b) the representations and warranties of the other party in this Agreement shall have been true and correct when made and shall be true and correct as of the Closing as if made again on and as of the Closing, and all of the covenants in this Agreement to be complied with or performed by the other party at or before the Closing shall have been complied with and performed; and
(c) the Buyer's IPO shall have been consummated or shall be consummated contemporaneously with the Closing.
