Conditions to Merger. Section 7.01 Conditions to Each Party's Obligation To Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction prior to the Closing Date of the following conditions:
Conditions to Merger. Section 5.1 Conditions to Each Party's Obligation To Effect the Merger............................ 30 Section 5.2 Additional Conditions to Obligations of ACI.......................................... 31 Section 5.3 Additional Conditions to Obligation of the Company.................................. 32
Conditions to Merger. 57 Section 7.1 Conditions to Each Party's Obligation to Effect the Combination............................................... 57 Section 7.2 Additional Conditions to Obligations of iPrint and Sub..
Conditions to Merger. Section 7.1 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- Combination. The respective obligations of each party to this Agreement to ----------- effect the Combination shall be subject to the satisfaction, or to the extent permitted by law, waiver by both parties, on or prior to the Closing Date of the following conditions:
(a) The Registration Statement shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued, no action, suit or proceeding or investigation by the SEC to suspend the effectiveness of the Registration Statement shall have been initiated and be continuing and all necessary approvals under state securities laws or the Securities Act or the Exchange Act relating to the issuance or trading of the shares of iPrint Common Stock issuable pursuant to the Combination shall have been received.
(b) All other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure to obtain or comply with which would be reasonably likely to have a Material Adverse Effect on iPrint or Wood or a material adverse effect on the consummation of the transactions contemplated hereby shall have been filed, occurred or been obtained.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Combination or limiting or restricting iPrint's conduct or operation of the business of iPrint or Wood after the Combination shall have been issued, nor shall any proceeding brought by any Governmental Entity seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Combination which makes the consummation of the Combination illegal.
(d) iPrint shall have received a written opinion from its counsel, Xxxx Xxxx Xxxx & Freidenrich LLP, and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLP, in form and substance reasonably satisfactory to both parties, to the effect that the Combination will be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code; provided, howe...
Conditions to Merger. 42 9.1. Conditions to the Obligations of Each Party................................................ 42 9.2. Conditions to the Obligations of the Company............................................... 42 9.3. Conditions to the Obligations of Acquiror.................................................. 43
Conditions to Merger. 7.1 Conditions to Each Party’s Obligation To Effect the Merger
7.2 Additional Conditions to Obligations of the Buyer and the Transitory Subsidiary 7.3 Additional Conditions to Obligations of the Company
Conditions to Merger. 32 Section 7.01 Conditions to Each Party's Obligation To Effect the Merger..32 (a)
Conditions to Merger. 9.1. Condition to Obligation of Each Party to Effect the Merger. The respective obligations of Parent, Merger Sub and the Company to consummate the transactions contemplated herein are subject to the satisfaction or waiver in writing at or prior to the Effective Time of the following conditions.
Conditions to Merger. 40 Section 7.1 Conditions to Each Party's Obligation to Effect the Merger. 40 Section 7.2 Additional Conditions to Obligations of Acquirer and Sub... 41 -ii- TABLE OF CONTENTS ----------------- (continued)
Conditions to Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Closing of the following conditions:
