Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each Party under this Agreement to consummate the Merger shall be subject to the satisfaction or, where permissible under applicable Law, waiver at or prior to the Effective Time of the following conditions:
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each party to effect the transactions contemplated by this Agreement shall be subject to the fulfilment or waiver in writing by mutual agreement of the parties at or prior to Closing of the following conditions:
(a) None of the parties shall be subject to any decree, order or injunction of a United States federal or state court or foreign court of competent jurisdiction, which prohibits the consummation of the transactions contemplated by this Agreement, and no statute, rule or regulation shall have been enacted by any governmental authority which prohibits or makes unlawful the consummation of the transactions contemplated by this Agreement.
(b) No action, suit, investigation or proceeding before any governmental authority seeking to prevent or prohibit the consummation of the transactions contemplated by this Agreement shall be pending.
Conditions to Each Party’s Obligations under this Agreement. Each party's obligations under Article I and Article II of this Agreement shall be subject to each of the Parties having obtained any and all approvals, consents, licenses, permits and authorizations from Governmental Authorities, if any, in form and substance satisfactory to the other Party, necessary to permit such Party to perform its obligations hereunder, to consummate the transactions contemplated herein, and to continue to conduct the Business as presently conducted and in accordance with applicable Law.
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each Party to consummate the Acquisition shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
(a) All regulatory approvals required to be obtained in connection with the transactions contemplated by this Agreement shall have been obtained on terms reasonably satisfactory to the Parties hereto, all notices required to be filed with any governmental agency in connection with the transactions contemplated by this Agreement shall have been filed, all such regulatory approvals shall be in full force and effect, and all notice periods and waiting periods required by law or regulation applicable to the transactions contemplated by this Agreement shall have expired or been terminated and no adverse action shall have been taken or threatened with respect thereto.
(b) Neither the Seller nor Buyer shall be subject to any order, decree or injunction (“Injunction”) of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the transactions contemplated hereby, and no proceeding initiated by a governmental agency or similar authority seeking an Injunction shall be threatened; provided, that if such an Injunction is in effect or any proceeding is commenced or threatened pursuant to which an Injunction is sought, the Parties shall cooperate and use reasonable best efforts expeditiously to remove the impediment prohibiting the Closing of the Acquisition.
(c) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits or makes illegal the consummation of the Acquisition.
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each Party under this Agreement are subject to the fulfillment at or prior to the Effective Time of the following conditions:
Conditions to Each Party’s Obligations under this Agreement. Except for the execution of the Merger Agreement, no other conditions precede the respective obligations of each party hereto.
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each of the Buyer and the Seller to effect the transactions contemplated hereby shall be subject to the fulfillment or written waiver by Buyer and the Seller prior to the Closing of each of the following conditions:
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
(a) This Agreement and the transaction contemplated hereby shall have been approved and adopted by the affirmative vote of the holders of the outstanding shares of FFBS and NBC at the meetings of the shareholders of FFBS and NBC pursuant to Section 8.6 hereof, in accordance with the respective Certificate of Incorporation of FFBS, the Articles of Incorporation of NBC, and the respective By-Laws of each and the laws of the states of Delaware and Mississippi.
(b) Neither party hereto shall be subject to any order, decree, or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Parent Merger.
(c) NBC and FFBS shall have received an opinion of special tax advisor, T. E. Lott & Company, to the xxxxxx xxxt the transaction will be treated, and will qualify, as a tax-free reorganization within the meaning of Section 368 of the Code; that NBC and FFBS will each be a "party to the reorganization" within the meaning of Section 368(b); that no gain or loss will be recognized by FFBS on account of the conversion of its stock into NBC stock; and that the combination of such stock delivered to FFBS shareholders and cash paid to satisfy requirements described herein shall be in accordance with the requirements necessary for this transaction to be treated and qualify as a Pooling of Interests Transaction for accounting purposes applying GAAP.
(d) The SEC shall have declared the Registration Statement effective; and on the Closing Date and at the Effective time, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or then threatened by the SEC.
(e) All permits, consents, waivers, clearances, approvals, and authorizations of all third parties and federal and state governmental bodies shall have been obtained in a form which is unconditional or which provides no conditions which would be unacceptable to either party, and all statutory waiting periods shall have expired.
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each party under this Agreement, the Holding Company Merger Agreement and the Bank Merger Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:
9.1.1 This Agreement and the transactions contemplated by this Agreement, including the Merger, the Holding Company Merger, and the Bank Merger, shall have been approved by the requisite vote of shareholders of Acquisition Corporation, CMS Bancorp and CMS Bank.
9.1.2 None of the parties hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the transactions contemplated by this Agreement, the Holding Company Merger Agreement or the Bank Merger Agreement.
9.1.3 All necessary approvals, authorizations and consents of all Governmental Entities required to consummate the transactions contemplated by this Agreement, the Holding Company Merger Agreement and the Bank Merger Agreement, including the Merger, the Holding Company Merger and the Bank Merger, shall have been obtained and shall remain in full force and effect and all waiting periods relating to such approvals, authorizations or consents shall have expired; and no such approval, authorization or consent shall include any condition or requirement, excluding standard conditions that are normally imposed by the regulatory authorities in bank merger transactions, that would, in the good faith reasonable judgment of the Board of Trustees of Xxxxxx, materially and adversely affect the business, operations, financial condition, property or assets of the combined enterprise of CMS Bancorp and Xxxxxx or otherwise materially impair the value of CMS Bancorp to Xxxxxx.
