Common use of Conditions to Each Party’s Obligations to Effect the Merger Clause in Contracts

Conditions to Each Party’s Obligations to Effect the Merger. The obligation of each Party to consummate the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Effective Time of each of the following conditions: (a) The Required Company T Vote and the Required Company Y Vote shall have been obtained. (b) The Form F-4 shall have become effective under the Securities Act, and shall not be the subject of any stop order, or any proceedings to seek a stop order, suspending the effectiveness of the Form F-4. (c) The Company Y ADSs issuable as Merger Consideration pursuant to this Agreement shall have been approved for listing on The New York Stock Exchange, subject to official notice of issuance. (d) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which (i) is in effect and (ii) has the effect of making the Merger illegal or otherwise prohibiting or preventing consummation of the Merger.

Appears in 3 contracts

Samples: Merger Agreement (Tudou Holdings LTD), Merger Agreement (Youku Inc.), Merger Agreement (Tudou Holdings LTD)

AutoNDA by SimpleDocs

Conditions to Each Party’s Obligations to Effect the Merger. The obligation of each Party of DouYu, Huya and Merger Sub to consummate the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Effective Time of each of the following conditions, provided that any or all of the conditions set forth in Section 8.1 may be waived, in whole or in part, in an instrument in writing signed on behalf of each of DouYu, Huya and Tencent, to the extent permitted by applicable Law: (a) The Required Company T Vote and the Required Company Y DouYu Vote shall have been obtained. (b) The Form F-4 shall have become effective under the Securities Act, and shall not be the subject of any stop order, or any proceedings to seek a stop order, suspending the effectiveness of the Form F-4. (c) The Company Y Huya ADSs issuable as Merger Consideration pursuant to this Agreement shall have been approved for listing on The the New York Stock Exchange, subject to official notice of issuance. (d) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statutefinal and non-appealable order, rulejudgment, regulationwrit, executive orderinjunction, decree, injunction or other order (whether temporarydecision, preliminary or permanent) ruling, verdict which (i) is in effect and (ii) has permanently enjoins or prohibits the effect of making the Merger illegal or otherwise prohibiting or preventing consummation of the Mergertransactions contemplated hereby, or imposes a Non-Required Remedy.

Appears in 2 contracts

Samples: Merger Agreement (HUYA Inc.), Merger Agreement (DouYu International Holdings LTD)

Conditions to Each Party’s Obligations to Effect the Merger. The obligation respective obligations of each Party party to consummate effect the transactions contemplated by this Agreement is Merger shall be subject to the fulfillment at satisfaction on or prior to the Effective Time Closing Date of each of the following conditions, any and all of which (other than Section 7.1(a)) may be waived in whole or in part by Parent, Merger Sub and the Company, as the case may be, to the extent permitted by applicable Law: (a) The Required the Company T Vote and the Required Company Y Vote Stockholder Approval shall have been obtained., in accordance with the requirements of the certificate of incorporation and the bylaws of the Company, and the NYBCL; and (b) The Form F-4 shall have become effective under the Securities Act, and shall not be the subject of any stop (i) no order, injunction or decree issued by any proceedings to seek a stop order, suspending the effectiveness of the Form F-4. (c) The Company Y ADSs issuable as Merger Consideration pursuant to this Agreement shall have been approved for listing on The New York Stock Exchange, subject to official notice of issuance. (d) No Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall have enacted, issued, promulgated, enforced or entered any be in effect and (ii) no statute, rule, regulation, executive order, decree, injunction or other order (whether temporarydecree shall have been enacted, preliminary entered, promulgated or permanent) which (i) is in effect and (ii) has the effect of making the Merger enforced by any Governmental Entity that prohibits or makes illegal or otherwise prohibiting or preventing consummation of the Merger.

Appears in 2 contracts

Samples: Purchase Agreement (Hospitality Properties Trust), Merger Agreement (Sonesta International Hotels Corp)

AutoNDA by SimpleDocs

Conditions to Each Party’s Obligations to Effect the Merger. The obligation respective obligations of each Party the Company, Parent and Acquisition Sub to consummate effect the transactions contemplated by this Agreement is Merger are subject to the fulfillment at satisfaction or, to the extent permitted by Applicable Law, the waiver on or prior to the Effective Time of each of the following conditions: (a) The Required Company T Vote and the Required Company Y Vote Stockholder Approval shall have been obtainedobtained at the Special Meeting. (b) The Form F-4 waiting period applicable to the consummation of the Merger under the HSR Act shall have become effective under the Securities Act, and shall not be the subject of any stop order, expired or any proceedings to seek a stop order, suspending the effectiveness of the Form F-4been terminated. (c) The Company Y ADSs issuable as Merger Consideration pursuant to this Agreement shall have been approved for listing on The New York Stock Exchange, subject to official notice of issuance. (d) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, law, ordinance, rule, regulation, executive orderjudgment, decree, injunction or other order (whether temporary, preliminary or permanent) which (i) that is in effect and (ii) has prohibits consummation of the effect of making Merger, and no federal or state Governmental Entity shall have instituted any proceeding that is pending seeking any such judgment, decree, injunction or other order to prohibit the Merger illegal or otherwise prohibiting or preventing consummation of the Merger.

Appears in 1 contract

Samples: Merger Agreement (Tripath Imaging Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!