CONDITIONS TO OBLIGATION OF EACH Clause Samples
The "Conditions to Obligation of Each" clause defines the specific requirements that must be satisfied before each party is legally required to fulfill their contractual obligations. In practice, this clause lists certain events, approvals, or deliverables—such as regulatory clearances, completion of due diligence, or the absence of material adverse changes—that must occur or be confirmed before the contract becomes binding on all parties. Its core function is to protect parties from being bound to perform under the agreement until all critical prerequisites are met, thereby managing risk and ensuring that both sides are ready and able to proceed.
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 fulfillment at or prior to the Closing Date of the following conditions, any or all of which may be waived by the parties hereto, in whole or in part, to the extent permitted by applicable law:
(a) This Agreement shall have been approved and adopted by the requisite vote of the stockholders of Superior, as may be required by law and by any applicable provisions of Superior's certificate of incorporation or bylaws;
(b) The Charter Amendment and the Share Issuance shall have been approved and adopted by the requisite vote of the stockholders of ▇▇▇▇▇▇ as required by the DGCL and the rules of the NYSE;
(c) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated;
(d) 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 Merger;
(e) The Registration Statement shall be effective (and remain effective on the Closing Date), and all post-effective amendments filed shall have been declared effective or shall have been withdrawn; and no stop order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the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;
(f) 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 material adverse effect on the business, financial condition or results of operations of the Surviving Corporation and its subsidiaries, taken as a whole after consummation of the Merger;
(g) The shares of ▇▇▇▇▇▇ Common Stock issuable upon consummation of the Merger and the shares of ▇▇▇▇▇▇ Common Stock issuable upon exercise of any Superior Options that are to become options to purchase ▇▇▇▇▇▇ Common Stock pursuant to Section 5.7 shall have been approved for listing on the New York Stock Exchange, subject ...
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) Ercon shall have been merged into GulfMark.
(b) This Agreement and the Merger (and the Contribution and the Distribution in the case of GulfMark) shall have been approved and adopted by the requisite vote of the stockholders of GulfMark and EVI, as may be required by law, by the rules of The Nasdaq Stock Market and the New York Stock Exchange and by any applicable provisions of their respective charters or bylaws;
(c) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated;
(d) 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 Contribution, Distribution and Merger;
CONDITIONS TO OBLIGATION OF EACH. Party to Effect the Transaction. The respective obligations of each of the parties hereto to effect the transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of there being no federal or state governmental or regulatory authority or other agency or SEC, or federal or state court 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) that has the effect of restricting in any material respect, preventing or prohibiting consummation of the transactions contemplated hereby.
CONDITIONS TO OBLIGATION OF EACH. Party to Effect the Merger. The respective obligations of each Party to effect the Merger and to consummate the transactions contemplated hereby will 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 Transaction. The respective obligations of each party to effect the Transaction shall be subject to the satisfaction or waiver to the extent permissible under Law at or prior to the Closing Date of all the following conditions: