Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
(a) If required by the NYBCL, this Agreement shall have been approved by the affirmative vote of the shareholders of the Company owning of record at least two-thirds of the outstanding Shares entitled to vote thereon.
(b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the consummation of the Merger or any of the other Transactions and which is in effect at the Effective Time, provided, however, that, in the case of any such decree, injunction or other order, each of the parties shall have used reasonable best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any decree, injunction or other order that may be entered.
(c) No statute, rule, regulation, executive order, decree, or other order of any kind (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States or state court or governmental authority which prohibits or enjoins the consummation of the Merger.
(d) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired.
(e) Purchaser shall have accepted for payment and paid for the Shares tendered pursuant to the Offer.
Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) This Agreement and the Merger (and the Logistic Sale in the case of Christiana) shall have been approved and adopted by the requisite vote of the stockholders of Christiana and EVI, as may be required by law, by the rules of the NYSE, by Section 5.3(a) and by any applicable provisions of their respective charters or bylaws;
(b) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated;
(c) No order shall have been entered and remain in effect in any action or proceeding before any foreign, federal or state court or governmental agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Logistic Sale and the Merger;
(d) The Registration Statement and a registration statement under the Securities Act to be filed by C2 in connection with the Merger shall each be effective on the Closing Date, and all post- effective amendments thereto filed shall have been declared effective or shall have been withdrawn; and no stop-order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the Commission;
(e) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Merger and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a Christiana MAE or EVI MAE;
(f) The shares of EVI Comxxx Xxxxx xxxxable upon consummation of the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance;
(g) EVI, C2 and Christiana shall have received an opinion, dated as of the Effective Date, from American Appraisal Associates, Inc. in form and substance satisfactory to them, in respect of the matters described in Section 2.2(u); and
(h) All approvals and consents of third Persons (i) the granting of which is necessary for the consummation of the Merger, the Logistic Sale or the transactions cont...
Conditions to Obligation. The obligations of Executive with respect to --- ------------------------- the Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, Executive shall receive the same form of consideration and the same portion of the aggregate consideration that Executive would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company's Certificate of Incorporation as in effect immediately prior to the consummation of the Approved Sale; (ii) if any other holder of capital stock of the Company is given an option as to the form and amount of consideration to be received, Executive shall be given the same option.
Conditions to Obligation. The obligation to consummate the transactions to be performed by SPNI in connection with the Closing are subject to satisfaction of the following conditions:
a. the representations and warranties set forth in Section 4 shall be true and correct in all material respects at and as of the Closing Date;
b. FV shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
c. FV shall have procured all of the consents required in order to effect the Closing including as set forth in Section 3.5 above; no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right to own FV Shares and to control FV, or (D) affect adversely the right of FV to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
d. FV shall have delivered to SPNI a certificate to the effect that each of the conditions specified above is satisfied in all respects;
e. all actions to be taken by FV in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be satisfactory in form and substance to SPNI;
f. FV shall have in its possession all stock certificates of the FV Shareholders to be transferred hereunder and
g. SPNI may waive any condition specified in this Section 6.1 at or prior to the Closing in writing executed by SPNI.
Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
(a) If required by the DGCL, this Agreement shall have been approved by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares).
(b) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States or state court or governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger.
(c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired.
(d) Purchaser shall have purchased Shares pursuant to the Offer.
Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:
(a) the Company shall have obtained the Company Requisite Vote;
(b) no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits, restrains or enjoins the consummation of the Merger or makes such consummation illegal; and
(c) all material consents, filings, approvals, orders or authorizations from any governmental authority required to consummate the Merger or any of the transactions contemplated hereby shall have been obtained or made, except for any such consents, filings, approvals, orders, or authorizations, the failure of which to have been obtained or made prior to the Effective Time would not, individually or in the aggregate, provide a reasonable basis to conclude that the parties or their respective directors or officers would be subject to the risk of criminal prosecution.
Conditions to Obligation. The Stockholder's obligation to sell, exchange, convey or otherwise transfer the Stock under the provisions of this Section 10 is subject to the requirements that (i) the Selling Stockholder(s) shall give notice to the Stockholder of such sale, exchange, conveyance, or transfer at least 30 days prior to the proposed date of such event, specifying the price and terms upon which shares of Common Stock are to be sold, exchanged, conveyed, or transferred, and the proposed date of such event, and (ii) upon the consummation of said sale, exchange, conveyance, or transfer, the Stockholder will receive the same form and amount of consideration per share of Common Stock as received by the Selling Stockholder(s) for the same class of shares, or, if the Selling Stockholder(s) are given an option as to the form and amount of consideration to be received, the Stockholder will be given the same option.
Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:
(a) The Company Shareholder Approval shall have been obtained.
(i) Except as provided in Section 6.15, the Parent Stockholder Approval shall have been obtained.
(c) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States, foreign, federal or state court or governmental authority and shall be in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger.
Conditions to Obligation. The Holder and XXXX will be obligated to consummate the Tender Exchange unless XXXX has failed to obtain completion of the conditions precedent, notwithstanding XXXX’ best efforts to attain agreement with the Holder on the Legal Agreements that are required in connection with the Tender Exchange.
