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 by Parent and the Company to the extent permitted by applicable Law) at or prior to the Closing of the following conditions: (a) The Company Stockholder Approval shall have been obtained. (b) The Parent Shareholder Approval shall have been obtained. (c) The US Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the US Registration Statement shall have been issued by the SEC and remain in effect and no Action to that effect shall have been commenced by the SEC, unless subsequently withdrawn. (d) No Governmental Entity of competent jurisdiction shall have enacted, issued or promulgated any Law that remains in effect that prohibits or makes illegal the consummation of the Merger. (e) The approvals by the Antitrust Authorities under the Antitrust Laws set forth in Schedule A (the “Required Antitrust Approvals”) shall have been made or obtained by the Antitrust Authorities, or deemed obtained as a result of the expiration of all statutory waiting periods in respect thereof, as required. (f) The Parent Common Shares to be issued to the Company stockholders in accordance with this Agreement shall have been conditionally approved for listing on the NYSE or Nasdaq, subject to official notice of issuance, and the TSX, subject to customary listing requirements.
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Samples: Merger Agreement (Enerflex Ltd.), Merger Agreement (Exterran Corp)
Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each Party party to effect the Merger shall will be subject to the satisfaction (or waiver by Parent and the Company party entitled to the extent permitted by applicable Lawbenefit thereof) at or prior to the Closing Effective Time of each of the following conditions:
(a) The Company Requisite Stockholder Approval shall have been obtained.obtained and continue to be in full force and effect;
(b) The Parent Shareholder Approval shall have been obtained.
(c) The US Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the US Spinco Registration Statement shall have been issued declared effective by the SEC and remain in effect shall not be the subject of any stop order or proceedings seeking a stop order, all necessary permits and no Action authorizations under state securities or “blue sky” laws, the Securities Act and the Exchange Act relating to that effect the issuance and trading of shares of Spinco Common Stock shall have been commenced by obtained and in effect, such shares of Spinco Common Stock shall have been approved for listing on the SECNASDAQ Global Market, unless subsequently withdrawn.and the Separation shall have been consummated in accordance with the terms of the Separation Agreement;
(c) Any applicable waiting period under the HSR Act shall have expired or been terminated; and
(d) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction shall preventing the consummation of the Merger will be in effect, and no statute, rule, regulation, order, injunction or decree will have been enacted, issued entered, promulgated or promulgated enforced (and still be in effect) by any Law that remains in effect Governmental Entity that prohibits or makes illegal the consummation of the Merger.
(e) The approvals by the Antitrust Authorities under the Antitrust Laws set forth in Schedule A (the “Required Antitrust Approvals”) shall have been made or obtained by the Antitrust Authorities, or deemed obtained as a result of the expiration of all statutory waiting periods in respect thereof, as required.
(f) The Parent Common Shares to be issued to the Company stockholders in accordance with this Agreement shall have been conditionally approved for listing on the NYSE or Nasdaq, subject to official notice of issuance, and the TSX, subject to customary listing requirements.
Appears in 2 contracts
Samples: Merger Agreement (Symmetry Surgical Inc.), Agreement and Plan of Merger (Symmetry Medical Inc.)
Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each Party party to effect the Merger shall be subject to the satisfaction (or waiver by Parent and the Company to the extent permitted by applicable Law) at or prior to the Closing Date of the following conditions:
(a) The Company Stockholder Approval This Agreement shall have been obtainedapproved by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock. The issuance of Parent Common Stock in the Merger shall have been approved by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock.
(b) The Parent Shareholder Approval No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been obtainedenacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the Merger; PROVIDED, HOWEVER, that the parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted.
(c) The US Registration Statement Any waiting period applicable to the Merger under the HSR Act shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the US Registration Statement shall have been issued by the SEC and remain in effect and no Action to that effect shall have been commenced by the SEC, unless subsequently withdrawnterminated or expired.
(d) No Governmental Entity of competent jurisdiction The Form S-4 and any required post-effective amendment thereto shall have enactedbecome effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, issued or promulgated and any Law that remains in effect that prohibits or makes illegal material "blue sky" and other state securities laws applicable to the consummation registration of the MergerParent Common Stock to be exchanged for Company Common Stock shall have been complied with.
(e) The approvals by the Antitrust Authorities under the Antitrust Laws set forth in Schedule A (the “Required Antitrust Approvals”) shall have been made or obtained by the Antitrust Authorities, or deemed obtained as a result shares of the expiration of all statutory waiting periods in respect thereof, as required.
(f) The Parent Common Shares to be issued Stock issuable to the holders of Company stockholders in accordance with Common Stock pursuant to this Agreement shall have been conditionally approved for listing on the NYSE or NasdaqNYSE, subject to official notice of issuance, and the TSX, subject to customary listing requirements.
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Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each Party of AMRE, Merger Sub and the Company to effect the Merger shall be subject to the satisfaction (fulfillment or waiver by Parent and the Company to the extent permitted by applicable Law) at or prior to the Closing Effective Time of the following conditions:
(a) The Company Stockholder Approval the Merger shall have been obtained.approved and adopted by the requisite consent of the shareholders of the Company required by applicable law and the applicable regulations of any stock exchange;
(b) The Parent Shareholder Approval the Form S-4 shall have been obtained.
(c) The US Registration Statement declared effective and shall have become be effective in accordance with at the provisions of the Securities Act Effective Time, and no stop order suspending the effectiveness of the US Registration Statement Form S-4 shall have been issued;
(c) no preliminary or permanent injunction or other order, decree or ruling issued by the SEC and remain in effect and no Action to that effect shall have been commenced by the SEC, unless subsequently withdrawn.
(d) No Governmental Entity a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority shall have enacted, issued or promulgated any Law that remains be in effect that prohibits would make the acquisition or makes holding directly or indirectly by AMRE of the shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger.
(e) The approvals by . In the Antitrust Authorities under the Antitrust Laws set forth in Schedule A (the “Required Antitrust Approvals”) event any such order or injunction shall have been made issued, each party agrees to use its reasonable efforts to have any such injunction lifted or obtained by the Antitrust Authorities, or deemed obtained as a result of the expiration of all statutory waiting periods in respect thereof, as required.order reversed;
(fd) The Parent Common Shares to be issued to all consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the Company stockholders in accordance with execution, delivery and performance of this Agreement shall have been conditionally approved obtained or made, except for listing on filings in connection with the NYSE Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or Nasdaqmade any such consent, subject to official notice of issuance, and the TSX, subject to customary listing requirements.authorization,
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