Conditions to Each Party’s Obligations to Effect the Transactions. The respective obligations of each party hereto to effect the Transactions are subject to the following conditions having been satisfied (or waived by the parties) on or prior to the Closing Date:
Conditions to Each Party’s Obligations to Effect the Transactions. The respective obligations of Seller and Purchaser to effect the Transactions shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by written agreement of Purchaser and Seller, to the extent permitted by applicable Law:
Conditions to Each Party’s Obligations to Effect the Transactions. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) The waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated;
(b) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the sale of the Related Assets or the Company Common Stock contemplated hereby shall have been (i) (A) threatened by any Governmental Entity or (B) sought in writing by any other Person that, in the good faith judgment of either the Buyer or the Seller, would have a reasonable likelihood of being issued by a court of competent jurisdiction, or (ii) issued and remain in effect (each party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or governmental agency in the United States which prohibits the consummation of the sale of the Related Assets or the Company Common Stock;
(c) Other than as described in Section 8.1(a) and Section 8.2(g), all federal, state and local government consents and approvals required for the consummation of the sale of the Related Assets and the Company Common Stock, the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals shall have been obtained and shall not have been revised, stayed, enjoined, set aside, annulled or suspended, and all conditions to effectiveness prescribed in any such consent or approval or otherwise by law, regulation or order shall have been satisfied, except for any such federal, state or local government consent or approval the failure of which to obtain would not be reasonably likely to result in any loss, liability, damages, obligation, payment, cost or expense in excess of $15,000;
(d) The Seller Non-Regulatory Approvals and all other consents and approvals necessary for the consummation of the sale of the Related Assets and the Company Common Stock contemplated hereby that are required under the terms of any note, bond, mortgage, indenture, contract or other agreement to which the Seller, or any of its Subsidiaries, is a party shall have been obtained, except for any such consents or approvals set forth on Schedule 2.5 or the failure of which to obtain would not be reasonably ...
Conditions to Each Party’s Obligations to Effect the Transactions. The respective obligation of each party to consummate the Transactions is subject to the satisfaction or written waiver by such party of the following conditions:
Conditions to Each Party’s Obligations to Effect the Transactions. The obligations of each Party hereunder to effect the transactions contemplated by Section 2.01 and Section 2.02 and Article 3 and to otherwise effect the Closing are subject to the satisfaction or (to the extent permitted by applicable Law) the waiver on or prior to the Closing Date of the following conditions:
Conditions to Each Party’s Obligations to Effect the Transactions. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following conditions:
(a) The waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated;
(b) No preliminary or permanent injunction or other order or decree by any federal or state court or other Governmental Entity that prevents the consummation of the transactions contemplated hereby or affects materially and adversely the right of Buyer to own the Transferred Business or to provide electric distribution service in the Transferred Territory in a manner consistent with the past practices of Seller shall have been issued and remain in effect (each party agreeing to use its commercially reasonable efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal Governmental Entity that prohibits the consummation of the transactions contemplated hereby; and
(c) The Seller Third-Party Consents shall have been obtained.
Conditions to Each Party’s Obligations to Effect the Transactions. The respective obligations of the Parent and the Company to consummate the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, waiver in writing prior to the Closing of each of the following conditions:
Conditions to Each Party’s Obligations to Effect the Transactions. The respective obligations of each Party hereto to consummate the Arrangement are subject to the fulfillment at or prior to the Effective Date of each of the following conditions, any or all of which may be waived in whole or in part by the Party or Parties being benefited thereby (which waiver shall be in such Party’s sole discretion), to the extent permitted by applicable Law:
Conditions to Each Party’s Obligations to Effect the Transactions. The respective obligation of each party to effect the Transactions set forth in Section 2.2 shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Transactions shall have been issued and remain in effect;
(b) No legal action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Transactions;
(c) All governmental and third party consents, orders and approvals legally required for the consummation of the Transactions and the transactions contemplated hereby (including without limitation all Required Statutory Approvals and Required Approvals) shall have been obtained and be in effect at the Closing Date without any material limitations or conditions; and
(d) All waiting periods and conditions applicable to the Transactions under the HSR Act shall have expired or been terminated and/or been satisfied.
Conditions to Each Party’s Obligations to Effect the Transactions. The respective obligations of Parent, Merger Sub and the Company to consummate the Merger are subject to the satisfaction or waiver (to the extent permissible pursuant to applicable Law) in writing at or prior to the Effective Time of each of the following conditions:
