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Common use of Conditions to Obligation of Each Party to Effect the Merger Clause in Contracts

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 Effective Time of each of the following conditions: (a) Parent or Purchaser shall have made, or caused to be made, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; (b) this Agreement and the Merger shall have been approved and adopted by the requisite vote or consent of the stockholders of the Company, if any, required by the DGCL and the Company’s Certificate of Incorporation, as amended; (c) any requisite waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law shall have expired or been terminated; (d) the Parties shall have received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that review of the contemplated transaction under the Exon-Fxxxxx Act has been concluded; and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Act; (e) the Company shall have taken commercially reasonable steps to advise the Defense Security Service (“DSS”) of the relevant aspects of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable to the DSS, and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOM; and (f) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger.

Appears in 3 contracts

Samples: Merger Agreement (Nortel Networks Inc.), Merger Agreement (Nortel Networks LTD), Merger Agreement (Pec Solutions Inc)

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall will be subject to the fulfillment satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) Parent or Purchaser The Requisite Stockholder Approval shall have made, or caused been obtained and continue to be made, the Offer on the terms in full force and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offereffect; (b) this Agreement The CPLG Registration Statement shall have been declared effective by the SEC and shall not be the subject of any stop order or proceedings seeking a stop order, all necessary permits and authorizations under state securities or “blue sky” laws, the Securities Act and the Merger Exchange Act relating to the issuance and trading of shares of CPLG Common Stock shall have been obtained and be in effect, and such shares of CPLG Common Stock shall have been approved and adopted by for listing on the requisite vote or consent of the stockholders of the Company, if any, required by the DGCL and the Company’s Certificate of Incorporation, as amendedNew York Stock Exchange; (c) any requisite The Distribution shall have been consummated in all material respects in accordance with the terms of the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law shall have expired or been terminated; (d) , and no Proceeding shall be pending before, or threatened in writing by, the Parties shall have received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that review Antitrust Division of the Department of Justice or the Federal Trade Commission wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or the Spin-Off Transaction Agreements or any of the transactions contemplated transaction under hereby or thereby, declare unlawful the Exontransactions contemplated by this Agreement or the Spin-Fxxxxx Act has been concludedOff Transaction Agreements or cause such transactions to be rescinded; and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Act;and (e) the Company shall have taken commercially reasonable steps to advise the Defense Security Service (“DSS”) of the relevant aspects of the transaction and proposed terms of a proxy agreementNo order, voting trust injunction or other arrangement calculated to be acceptable to the DSS, and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOM; and (f) no Judgment decree issued by a court of competent jurisdiction or by any Governmental Entity nor any Law of competent jurisdiction preventing the consummation of the Merger or the Distribution shall be in effect, which would make the acquisition and no statute, rule, regulation, order, injunction or holding decree shall have been enacted, entered, promulgated or enforced (and still be in effect) by Parent any Governmental Entity that prohibits, restrains, enjoins or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation makes illegal or otherwise prevent the consummation of the MergerMerger or the Distribution.

Appears in 3 contracts

Samples: Merger Agreement (Wyndham Hotels & Resorts, Inc.), Merger Agreement (Wyndham Worldwide Corp), Merger Agreement (La Quinta Holdings Inc.)

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 satisfaction or waiver at or prior to the Effective Time of each of the following conditions: (a) Parent or Purchaser this Agreement shall have made, or caused to be made, been adopted by the Offer on Stockholders by the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the OfferRequisite Vote; (b) this Agreement and the Merger no law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been approved and adopted enacted, entered, promulgated or enforced by any United States or state court or any Governmental Entity which prohibits, restrains, enjoins or materially delays, directly or indirectly, the requisite vote or consent consummation of the stockholders of Merger on the Companyterms contemplated by this Agreement; provided, if anyhowever, required by the DGCL and the Company’s Certificate of Incorporation, as amendedthat prior to invoking this condition each party agrees to comply with Section 6.8; (c) No suit, action or other proceeding affecting Parent, Merger Sub, the Company or the Merger shall be pending or threatened before any requisite waiting period court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (iii) affect adversely the right of Parent to own the Company or operate the businesses of or control the Company; or (iv) affect adversely the right of the Company to own its assets or control its businesses, and any extension thereofno such injunction, judgment, order, decree or ruling shall have been entered or be in effect; and (d) applicable to Parent and the Company shall have received or obtained all material governmental and regulatory consents, approvals, licenses and authorizations that are necessary (i) for the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust transactions contemplated hereby or similar Law shall have expired or been terminated; (dii) the Parties shall have received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that review of the contemplated transaction under the Exon-Fxxxxx Act has been concluded; and that CFIUS shall have determined that there are no issues of national security sufficient for Parent to warrant investigation under the Exon-Fxxxxx Act; (e) own the Company shall have taken commercially reasonable steps and to advise operate the Defense Security Service (“DSS”) businesses of the relevant aspects of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable to the DSS, and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOM; and (f) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent following the consummation of Closing, in each case on terms and conditions reasonably satisfactory to Parent (collectively, the Merger“Governmental Approvals”).

Appears in 3 contracts

Samples: Merger Agreement (Gordmans Stores, Inc.), Merger Agreement (Gordmans Stores, Inc.), Merger Agreement (Gordmans Stores, Inc.)

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 satisfaction at or prior to the Effective Time of each Closing Date of the following conditions: (a) Parent or Purchaser This Agreement shall have made, or caused to be made, been approved by the Offer on affirmative vote of the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all holders of a majority of the outstanding shares of Company Voting Common Stock validly tendered and not withdrawn pursuant Series A Preferred Stock (voting together as a single class) entitled to the Offer; (b) this Agreement and vote thereon. The issuance of Parent Common Stock in the Merger shall have been approved and adopted by the requisite affirmative vote or consent of the stockholders holders of a majority of the Companyoutstanding shares of Parent Common Stock. (b) No statute, if anyrule, required regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the DGCL and consummation of the Company’s Certificate of IncorporationMerger; provided, as amended;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) any requisite Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law shall have expired terminated or been terminated;expired. (d) the Parties The Form S-4 and any required post-effective amendment thereto shall have received written notice from become effective under the Committee on Foreign Investment in Securities Act and shall not be the United States (“CFIUS”) that review subject of any stop order or proceedings seeking a stop order, and any material "blue sky" and other state securities laws applicable to the registration of the contemplated transaction under the Exon-Fxxxxx Act has been concluded; and that CFIUS Parent Common Stock to be exchanged for Company Common Stock shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Act;been complied with. (e) the Company shall have taken commercially reasonable steps to advise the Defense Security Service (“DSS”) The shares of the relevant aspects of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable Parent Common Stock issuable to the DSS, and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOM; and (f) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares holders of Company Common Stock or shares pursuant to this Agreement shall have been approved for listing on the NYSE, subject to official notice of common stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Mergerissuance.

Appears in 2 contracts

Samples: Merger Agreement (Fred Meyer Inc), Merger Agreement (Food 4 Less Holdings Inc /De/)

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger and the other transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction at or prior to the Effective Time of each Closing Date of the following conditions: (a) Parent or Purchaser the Registration Statement shall have made, or caused to be made, become effective under the Offer on the terms and conditions set forth therein Securities Act and shall not be the subject of any stop order suspending the effectiveness of the Registration Statement nor shall proceedings for that purpose have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offerbeen threatened; (b) this Agreement the BPW Voting Proposal shall have received the BPW Requisite Vote in the manner required under the DGCL, the rules of the AMEX and the Merger shall have been approved and adopted by the requisite vote or consent Organizational Documents of the stockholders of the Company, if any, required by the DGCL and the Company’s Certificate of Incorporation, as amendedBPW; (c) the time period for the valid exercise of conversion rights shall have terminated and, as of such time, holders of less than thirty-five percent (35%) of the outstanding shares of BPW Common Stock issued in the IPO shall have validly exercised their conversion rights (as determined in accordance with the BPW Charter); (d) the Warrant Exchange Offer shall have been consummated (or is being consummated substantially simultaneously with the Closing); (e) 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 requisite waiting period Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains or enjoins the consummation of the Merger, and no Action shall have been instituted by any Governmental Entity and remain pending which would reasonably be expected to (i) result in a statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) that is in effect and any extension thereof) applicable to restrains, enjoins or otherwise prohibits or makes illegal the consummation of the Merger or (ii) provide a reasonable basis to conclude that the Company, Merger Sub or BPW or any of their Affiliates or any of their respective officers or directors, as applicable, would be subject to the risk of criminal liability; (f) any waiting periods under the HSR Act applicable to the Merger and any all other applicable competition, merger, control, antitrust transactions contemplated hereby or similar Law by the Ancillary Agreements shall have expired or been terminated; (d) the Parties shall have received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that review of the contemplated transaction under the Exon-Fxxxxx Act has been concluded; and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Act; (e) the Company shall have taken commercially reasonable steps to advise the Defense Security Service (“DSS”) of the relevant aspects of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable to the DSS, and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOM; and (fg) no Judgment issued all filings required to be made prior to the Closing by a court any Party or, in the case of competent jurisdiction or the Company, any of its Subsidiaries, with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or, in the case of the Company, any of its Subsidiaries, from, any Governmental Entity nor any Law shall be in effect, which would make connection with the acquisition or holding by Parent or its subsidiaries execution and delivery of the shares of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent this Agreement and the consummation of the Mergertransactions contemplated hereby or by the Ancillary Agreements (other than under the HSR Act) shall have been made or obtained, except where the failure to obtain such consents would not reasonably be expected to cause a Company Material Adverse Effect or a BPW Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (BPW Acquisition Corp.), Merger Agreement (Talbots 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 fulfillment satisfaction at or prior to the Effective Time of each Closing Date of the following conditions: (a) Parent or Purchaser the Company Voting Proposal shall have made, or caused to be madebeen approved by the Company Stockholders in the manner required under the MGCL, the Offer on rules of the terms NYSE and conditions set forth therein and shall have purchased, or caused to be purchased, all shares the Organizational Documents of Company Common Stock validly tendered and not withdrawn pursuant to the OfferCompany; (b) this Agreement and the Merger no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been approved enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction and adopted by no other legal restraint or prohibition shall be in effect which prohibits, restrains or enjoins the requisite vote or consent 61 consummation of the stockholders of Merger; provided, however, that the CompanyParties shall use their reasonable best efforts to cause any such decree, if anyruling, required by the DGCL and the Company’s Certificate of Incorporation, as amendedinjunction or other order to be vacated or lifted; (c) there shall not be instituted or pending any requisite waiting period (and Action by a Governmental Entity as a result of this Agreement or any extension thereof) applicable to the consummation of the transactions contemplated herein which would reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect (assuming for purposes of this Section 7.1(c) that the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law shall have expired or been terminatedoccurred); (d) the Parties Registration Statement shall have received written notice from become effective under the Committee on Foreign Investment in Securities Act and shall not be the United States (“CFIUS”) that review subject of any stop order suspending the effectiveness of the contemplated transaction under Registration Statement nor shall proceedings for that purpose have been threatened, and any material Blue Sky Law permits and approvals applicable to the Exon-Fxxxxx Act has been concluded; and that CFIUS registration of the Parent Common Stock to be exchanged for Company Common Stock shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Actbeen obtained; (e) all filings required to be made prior to the Company Closing by any Party or any of its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have taken commercially reasonable steps been made or obtained, except where the failure to advise obtain such consents would not cause a Company Material Adverse Effect or a Parent Material Adverse Effect and could not reasonably be expected to subject the Defense Security Service (“DSS”) Parties or their Affiliates or any directors, officers, agents or advisors of any of the relevant aspects of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable foregoing to the DSS, and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOMrisk of criminal liability; and (f) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Parent Common Stock or shares issuable to the holders of common stock Company Shares pursuant to this Agreement shall have been approved for listing on the NYSE upon official notice of the Surviving Corporation illegal or otherwise prevent the consummation of the Mergerissuance.

Appears in 2 contracts

Samples: Merger Agreement (Center Trust Inc), Merger Agreement (Lazard Freres Real Estate Investors LLC)

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 satisfaction or waiver at or prior to the Effective Time of each of the following conditions: (a) Parent or Purchaser This Agreement shall have made, or caused to be made, been adopted by the Offer on stockholders of the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to by the Offer;Merger Requisite Votes. (b) this Agreement and No law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) (any of the foregoing, an ("Order") that prohibits, restrains or enjoins the consummation of the Merger shall have been approved and adopted enacted, entered, promulgated or enforced by (i) any United States Governmental Entity, (ii) the requisite vote European Commission or consent any United Kingdom Governmental Entity, (iii) any Governmental Authority of the stockholders jurisdictions listed on Schedule 7.1(b) of the Company Disclosure Schedule, or (iv) any Governmental Entity other than one referred to in clauses (i), (ii) or (iii), unless, in the case of this clause (iv), failing to comply with such Order would not, individually or in the aggregate, either reasonably be expected to result in Burdensome Conditions or lead to criminal prosecution of any director or officer of the Company, if anyParent or their respective subsidiaries; provided, required by however, that, prior to invoking the DGCL and the Company’s Certificate of Incorporationcondition set forth in this Section 7.1(b), as amended;each party agrees to comply with Section 6.8. (ci) any requisite The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law shall have expired been terminated or shall have expired, (ii) all required approvals by the European Commission applicable to the Merger under applicable law or regulation shall have been terminated;obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, (iii) all required approvals of the competent authority of any member state of the European Union applicable to the Merger under applicable law or regulation shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, (iv) all approvals required to consummate the Merger pursuant to any Foreign Antitrust Law of the jurisdictions listed in Section 7.1(b) of the Company Disclosure Schedule shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, and (v) all other required approvals of any Governmental Entity under applicable law or regulation shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, except, in the case of this cause (v), if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, either reasonably be expected to result in Burdensome Conditions or lead to criminal prosecution of any director or officer of the Company, Parent or their respective subsidiaries. (d) (i) No action, suit or proceeding by any United States Governmental Entity, United Kingdom Governmental Entity, the Parties European Commission or any Governmental Entity of the jurisdictions listed on Schedule 7.1(b) of the Company Disclosure Schedule, shall have received written notice from be pending seeking to enjoin, prohibit or restrain or challenging the Committee on Foreign Investment consummation of the Merger or the other transactions contemplated hereby and (ii) no other action, suit or proceeding shall be pending seeking to enjoin, prohibit or restrain or challenging the consummation of the Merger or the other transactions contemplated hereby, unless, in the United States case of this clause (“CFIUS”) that review ii), any such action, suit or proceeding would not, individually or in the aggregate, either reasonably be expected to result in Burdensome Conditions or lead to criminal prosecution of any director or officer of the contemplated transaction under the Exon-Fxxxxx Act has been concluded; and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Act;Company, Parent or their respective subsidiaries. (e) the Company The Form F-4 shall have taken commercially reasonable steps to advise become effective and no stop order suspending the Defense Security Service (“DSS”) effectiveness of the relevant aspects Form F-4 shall then be in effect, and no proceeding for that purpose shall then be threatened by the SEC or shall have been initiated by the SEC and not concluded or withdrawn and all state securities or "blue sky" permits or approvals required to consummate the Merger shall have been received. (f) The Parent Listing Particulars (if required under the UKLA listing rules) being approved by the UKLA and the Parent Ordinary Shares (including Parent Ordinary Shares underlying Parent Depository Shares) to be issued pursuant to the Merger shall have been admitted to the Official List of the transaction UKLA and proposed terms to trading on the main market of a proxy agreement, voting trust or other arrangement calculated to be acceptable to the DSS, LSE and the DSS this admission shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, become effective in accordance with the NISPOM; and (f) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries rules and regulations of the shares UKLA and the LSE and the Parent Depository Shares to be issued pursuant to the Merger shall have been authorized for listing on the Nasdaq, subject to official notice of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Mergerissuance.

Appears in 2 contracts

Samples: Merger Agreement (Grey Global Group Inc), Merger Agreement (WPP Group PLC)

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 satisfaction at or prior to the Effective Time of each Closing Date of the following conditions: (a) Parent or Purchaser shall have made, or caused to be made, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; (b) this Agreement and the Merger shall have been approved and adopted by the requisite vote or consent of the stockholders of the Company, if any, Company and the stockholders of Acquiror in the manner required by under the DGCL and the Company’s Certificate certificate of Incorporationincorporation of the Company and Acquiror, as amendedrespectively; (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 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) any requisite waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law shall have expired terminated or been terminatedexpired; (d) the Parties Registration Statement and any required post-effective amendment thereto shall have received written notice from become effective under the Committee on Foreign Investment in Securities Act and shall not be the United States (“CFIUS”) that review subject of any stop order or proceedings seeking a stop order, and any material Blue Sky Laws applicable to the registration of the contemplated transaction under the Exon-Fxxxxx Act has been concluded; and that CFIUS Acquiror Common Stock to be exchanged for Company Stock shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Actbeen complied with; (e) the shares of Acquiror Common Stock issuable to the holders of Company Stock pursuant to this Agreement, and upon exchange of the Exchangeable Shares from time to time, shall have taken commercially reasonable steps been approved for listing on the NYSE, subject to advise the Defense Security Service (“DSS”) official notice of the relevant aspects of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable to the DSS, and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOMissuance; and (f) no Judgment issued by a court Acquiror and the Company shall have each received letters from PricewaterhouseCoopers LLP to the effect that the Merger qualifies for "pooling of competent jurisdiction or by any Governmental Entity nor any Law shall be interests," accounting treatment if consummated in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Mergeraccordance with this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Mattel Inc /De/)

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 Effective Time of each Closing Date of the following conditions: (a) Parent or Purchaser shall have made, or caused to be made, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; (b) this This Agreement and the Merger (and the Logistic Sale in the case of Christiana) shall have been approved and adopted by the requisite vote or consent of the stockholders of the CompanyChristiana and Weatherford, if any, as may be required by law, by the DGCL rules of the NYSE, by Section 5.3(a) and the Company’s Certificate by any applicable provisions of Incorporation, as amendedtheir respective charters or bylaws; (cb) any requisite The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law 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 Parties 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 received written notice from been declared effective or shall have been withdrawn; and no stop-order suspending the Committee on Foreign Investment in effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the United States (“CFIUS”) that review knowledge of the contemplated transaction under parties, threatened by the Exon-Fxxxxx Act has been concluded; and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx ActCommission; (e) the Company There shall have taken commercially reasonable steps to advise 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 Defense Security Service (“DSS”) consummation of the relevant aspects Merger and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a Xxxxxxxxxx XXX or Xxxxxxxxxxx XXX; (f) The shares of Weatherford Common Stock issuable upon consummation of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable to the DSS, and the DSS Merger shall have indicated that it is willing been approved for listing on the NYSE, subject to agree official notice of issuance; (g) Weatherford, C2 and Christiana shall have received an opinion, dated as of the Effective Time, from American Appraisal Associates, Inc. in form and substance satisfactory to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretionthem, in accordance with respect of the NISPOMmatters described in Section 2.2(u); and (fh) no Judgment issued by a court All approvals and consents of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, third Persons (i) the granting of which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent is necessary for the consummation of the Merger, the Logistic Sale or the transactions contemplated in connection therewith and (ii) the non-receipt of which would have a Xxxxxxxxxx XXX or an Xxxxxxxxxxx XXX.

Appears in 1 contract

Samples: Agreement and Plan of Merger (C2 Inc)

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 or waiver at or prior to the Effective Time of each of the following conditions: (a) Parent no temporary or Purchaser permanent order, injunction or decree shall have madebe entered or enforced by or before any court, arbitrator or caused to be made, Governmental Entity that would prohibit the Offer on consummation of the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the OfferMerger; (b) this Agreement there shall not have occurred and be continuing any declaration of any banking moratorium or suspension of payments by banks in the Merger shall have been approved and adopted United States or any general limitation on the extension of credit by lending institutions in the requisite vote or consent of the stockholders of the Company, if any, required by the DGCL and the Company’s Certificate of Incorporation, as amendedUnited States; (c) any requisite all required waiting period (and any extension thereof) applicable to the consummation of the Merger periods under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law to the transactions contemplated hereunder shall have expired or been terminated; (d) the Parties Company shall have received written notice from obtained all consents and approvals of Governmental Entities which are legally required to be obtained by the Committee on Foreign Investment in the United States (“CFIUS”) that review Company prior to consummation of the contemplated transaction under Merger, which if not obtained would have a material adverse effect on the Exon-Fxxxxx Act has been concludedbusiness, results of operations or financial condition of the Company and its Subsidiaries taken as a whole; and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Act;and (e) the Company there shall not have taken commercially reasonable steps to advise the Defense Security Service (“DSS”) of the relevant aspects of the transaction and proposed terms of a proxy agreementbeen any statute, voting trust rule, regulation or other arrangement calculated to be acceptable order promulgated, enacted, issued or deemed applicable to the DSS, and the DSS shall have indicated that it is willing to agree to a foreign ownership, control Merger by any Governmental Entity or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOM; and (f) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent the consummation of the MergerMerger illegal; provided, however, that upon the closing of the purchase of the Control Stock -------- ------- pursuant to the Xxxxxxxxx Purchase Agreement, the conditions in subparagraphs (c) and (d) of this Section 7.1 above shall, to the extent then applicable, no longer be applicable.

Appears in 1 contract

Samples: Merger Agreement (Fox Kids Worldwide 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 fulfillment satisfaction at or prior to the Effective Time of each Closing Date of the following conditions: (a) Parent or Purchaser the Company Voting Proposals shall have made, or caused to be made, been approved by the Offer on shareholders of the terms Company in the manner required under the CGCL and conditions set forth therein and shall have purchased, or caused to be purchased, all shares the Organizational Documents of Company Common Stock validly tendered and not withdrawn pursuant to the OfferCompany; (b) this Agreement and the Merger Pan Pacific Voting Proposals shall have been approved and adopted by the requisite vote or consent of the stockholders of Pan Pacific in the Companymanner required under the MGCL, if any, required by the DGCL rules of the NYSE and the Company’s Certificate Organizational Documents of Incorporation, as amendedPan Pacific; (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 requisite waiting period (Governmental Entity of competent jurisdiction and any extension thereof) applicable to no other legal restraint or prohibition shall be in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger under Merger; PROVIDED, HOWEVER, that the HSR Act and Parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other applicable competition, merger, control, antitrust order to be vacated or similar Law shall have expired or been terminatedlifted; (d) there shall not be instituted or pending any Action by a Governmental Entity or any other Person as a result of this Agreement or any of the Parties transactions contemplated herein which causes a Company Material Adverse Effect or a Pan Pacific Material Adverse Effect (assuming for purposes of this SECTION 7.1(D) that the Merger shall have received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that review of the contemplated transaction under the Exon-Fxxxxx Act has been concluded; and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Actoccurred); (e) the Company Registration Statement shall have taken commercially reasonable steps to advise become effective under the Defense Security Service (“DSS”) Securities Act and shall not be the subject of any stop order suspending the effectiveness of the relevant aspects Registration Statement nor shall proceedings for that purpose have been threatened, and any material Blue Sky Law permits and approvals applicable to the registration of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated Pan Pacific Common Stock to be acceptable exchanged for Company Shares shall have been obtained; (f) all filings required to be made prior to the DSSClosing by any Party or any of its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the DSS Closing by any Party or any of its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have indicated that it is willing been made or obtained, except where the failure to agree obtain such consents would not cause a Company Material Adverse Effect or a Pan Pacific Material Adverse Effect and could not reasonably be expected to subject the Parties or their Affiliates or any directors, trustees, officers, agents or advisors of any of the foregoing to the risk of criminal liability; (g) all consents or approvals of all Persons (other than Governmental Entities and the limited partners of Western/Pinecreek Partnership) required for or in connection with or as a foreign ownershipresult of the execution, control delivery and performance of this Agreement or influence mitigation proposal submitted the consummation of the transactions contemplated hereby shall have been obtained and shall be in relation full force and effect, except for those the failure of which to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOMobtain would not cause a Company Material Adverse Effect or a Pan Pacific Material Adverse Effect; and (fh) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Pan Pacific Common Stock or shares issuable to the holders of common stock Company Shares pursuant to this Agreement shall have been approved for listing on the NYSE upon official notice of the Surviving Corporation illegal or otherwise prevent the consummation of the Mergerissuance.

Appears in 1 contract

Samples: Merger Agreement (Western Properties Trust)

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 satisfaction at or prior to the Effective Time of each Closing Date of the following conditions: (a) Parent or Purchaser shall have made, or caused to be made, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; (b) this Agreement and the Merger shall have been approved and adopted by the requisite vote or consent of the stockholders of the Company, if any, Company and the stockholders of Acquiror in the manner required by under the DGCL and the Company’s Certificate certificate of Incorporationincorporation of the Company and Acquiror, as amendedrespectively; (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 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) any requisite waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law shall have expired terminated or been terminatedexpired; (d) the Parties Registration Statement and any required post-effective amendment thereto shall have received written notice from become effective under the Committee on Foreign Investment in Securities Act and shall not be the United States (“CFIUS”) that review subject of any stop order or proceedings seeking a stop order, and any material Blue Sky Laws applicable to the registration of the contemplated transaction under the Exon-Fxxxxx Act has been concluded; and that CFIUS Acquiror Common Stock to be exchanged for Company Stock shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Actbeen complied with; (e) the Company shall have taken commercially reasonable steps to advise the Defense Security Service (“DSS”) shares of the relevant aspects of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable Acquiror Common Stock issuable to the DSS, and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOM; and (f) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares holders of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger.Stock

Appears in 1 contract

Samples: Merger Agreement (Learning Co 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 fulfillment satisfaction at or prior to the Effective Time of each Closing Date of the following conditions: (a) Parent or Purchaser the Company Voting Proposal shall have made, or caused to be madebeen approved by the Company Stockholders in the manner required under the MGCL, the Offer on rules of the terms NYSE and conditions set forth therein and shall have purchased, or caused to be purchased, all shares the Organizational Documents of Company Common Stock validly tendered and not withdrawn pursuant to the OfferCompany; (b) this Agreement and the Merger no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been approved enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction and adopted by no other legal restraint or prohibition shall be in effect which prohibits, restrains or enjoins the requisite vote or consent consummation of the stockholders of the Company, if any, required by the DGCL and the Company’s Certificate of Incorporation, as amendedMerger; (c) if Parent has made a Stock Election, the Registration Statement shall have become effective under the Securities Act and shall not be the subject of any requisite waiting period (stop order suspending the effectiveness of the Registration Statement nor shall proceedings for that purpose have been threatened, and any extension thereof) material Blue Sky Law permits and approvals applicable to the consummation registration of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law Parent Common Stock to be exchanged for Company Common Stock shall have expired or been terminatedobtained; provided that, if this condition cannot be satisfied before the Termination Date and Parent has made a Stock Election, such Stock Election shall be deemed to have been revoked and only Cash Consideration shall be paid in the Merger; (d) all filings required to be made prior to the Closing by any Party or any of its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained, except where the failure to obtain such consents would not cause a Company Material Adverse Effect or a Parent Material Adverse Effect and could not reasonably be expected to subject the Parties shall have received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that review or their Affiliates or any directors, officers, agents or advisors of any of the contemplated transaction under foregoing to the Exon-Fxxxxx Act has been concluded; and that CFIUS shall have determined that there are no issues risk of national security sufficient to warrant investigation under the Exon-Fxxxxx Actcriminal liability; (e) the Company shall have taken commercially reasonable steps to advise the Defense Security Service (“DSS”) of the relevant aspects of the transaction and proposed terms of if Parent has made a proxy agreementStock Election, voting trust or other arrangement calculated to be acceptable to the DSS, and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOM; and (f) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Parent Common Stock or shares issuable to the holders of common stock Company Shares pursuant to this Agreement shall have been approved for listing on the NYSE upon official notice of issuance; provided that, if this condition cannot be satisfied before the Surviving Corporation illegal or otherwise prevent the consummation of Termination Date and Parent has made a Stock Election, such Stock Election shall be deemed to have been revoked and only Cash Consideration shall be paid in the Merger.; and

Appears in 1 contract

Samples: Merger Agreement (Pan Pacific Retail Properties Inc)

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 satisfaction at or prior to the Effective Time of each of the following conditions: (a) Parent or Purchaser shall have made, or caused to be made, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; (b) this Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote or consent of the stockholders shareholders of the Company, if any, required Company by the DGCL Company Requisite Vote in accordance with the Company's articles of incorporation and the Company’s Certificate MBCA; (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 (i) by any United States or state court or United States Governmental Authority which prohibits, restrains or enjoins the consummation of Incorporationthe Merger or (ii) by any Governmental Authority pursuant to Foreign Antitrust Laws that prohibits, as amendedrestrains, or enjoins the consummation of the Merger; provided, however, that any party invoking this condition has complied with its obligations under Section 6.8; (c) any requisite there shall have expired or been terminated the waiting period periods (and any extension thereof) applicable to the consummation of Merger under or the Merger under shall have been approved pursuant to (i) the HSR Act and (ii) any other applicable competitionForeign Antitrust Laws of (A) those jurisdictions specified on Section 7.1(c) of the Parent Disclosure Schedule and (B) those additional jurisdictions, mergerif any, control, antitrust identified by Parent in writing prior to the Closing in which approval of the Merger is required and which Parent was unable to identify in Section 7.1(c) of the Parent Disclosure Schedule due to the Company's provision of information requested by Parent about the Company's or similar Law shall have expired its subsidiaries' activities in such jurisdictions that was inaccurate or been terminated;incomplete; and (d) the Parties Form S-4 shall have received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that review of the contemplated transaction become effective under the Exon-Fxxxxx Securities Act has been concluded; and that CFIUS shall have determined that there are no issues not be the subject of national security sufficient to warrant investigation under the Exon-Fxxxxx Act; (e) the Company shall have taken commercially reasonable steps to advise the Defense Security Service (“DSS”) of the relevant aspects of the transaction any stop order or proceedings seeking a stop order, and proposed terms of a proxy agreement, voting trust or any material "blue sky" and other arrangement calculated to be acceptable state securities laws applicable to the DSS, registration and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOM; and (f) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries qualification of the shares of Company Parent Common Stock or shares of common stock of to be issued in the Surviving Corporation illegal or otherwise prevent the consummation of the MergerMerger shall have been complied with in all material respects.

Appears in 1 contract

Samples: Merger Agreement (Osmonics Inc)

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 satisfaction or waiver at or prior to the Effective Time of each of the following conditions: (a) Parent or Purchaser This Agreement shall have made, or caused to be made, been approved by the Offer on stockholders of the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to by the Offer;Company Requisite Vote. (b) this Agreement and the Merger shall have been approved and adopted by the requisite vote or consent of the stockholders of the Company, if any, required by the DGCL and the Company’s Certificate of Incorporation, as amended; (ci) any requisite The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other shall have been terminated or shall have expired; (ii) all required approvals by the European Commission applicable competition, merger, control, antitrust or similar to the Merger under applicable Law shall have expired been obtained or been terminated; (d) the Parties any applicable waiting period thereunder shall have received written notice from the Committee on Foreign Investment in the United States been terminated or shall have expired; (“CFIUS”iii) that review all required approvals of the contemplated transaction competent authority of any member state of the European Union applicable to the Merger under the Exon-Fxxxxx Act has been concluded; and that CFIUS applicable Law shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Act; (e) the Company been obtained or any applicable waiting period thereunder shall have taken commercially reasonable steps been terminated or shall have expired; (iv) all approvals or filings required to advise consummate the Defense Security Service (“DSS”Merger pursuant to any Foreign Antitrust Law of the jurisdictions listed in Section 7.1(b) of the relevant aspects of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable to the DSS, and the DSS Parent Disclosure Schedule shall have indicated that it is willing to agree to a foreign ownership, control been obtained or influence mitigation proposal submitted in relation to this transaction by, any applicable waiting period thereunder shall have been terminated or shall have expired; and acceptable to, Parent in its sole discretion, in accordance with the NISPOM; and (fv) no Judgment issued by a court all other required approvals of competent jurisdiction or by any Governmental Entity nor any under applicable Law shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, except, in the case of this clause (v), if the failure to obtain such approval or failure of such waiting period to terminate or expire, individually or in the aggregate, would not reasonably be expected either to result in effecta Company Material Adverse Effect or to lead to criminal prosecution of any director, which would make the acquisition officer or holding by Parent or its subsidiaries employee of the shares of Company Common Stock or shares of common stock of Company, Parent, the Surviving Corporation or their respective subsidiaries. (i) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is in effect which would, and (ii) there shall not be instituted or pending any action, suit or proceeding in which any Governmental Entity seeks to, (A) make the Merger illegal or otherwise prevent the challenge, restrain or prohibit consummation of the MergerMerger or the other transactions contemplated by this Agreement, or (B) cause the transactions contemplated by this Agreement to be rescinded following consummation.

Appears in 1 contract

Samples: Merger Agreement

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 satisfaction or waiver at or prior to the Effective Time of each of the following conditions: (a) Parent or Purchaser shall have made, or caused to be made, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; (b) this This Agreement and the Merger shall have been approved and adopted by the requisite vote or consent of the stockholders of the Company, if any, required Company by the DGCL and the Company’s Certificate of Incorporation, as amended;Company Requisite Vote. (ci) any requisite The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other shall have been terminated or shall have expired; (ii) all required approvals by the European Commission applicable competition, merger, control, antitrust or similar to the Merger under applicable Law shall have expired been obtained or been terminated; (d) the Parties any applicable waiting period thereunder shall have received written notice from the Committee on Foreign Investment in the United States been terminated or shall have expired; (“CFIUS”iii) that review all required approvals of the contemplated transaction competent authority of any member state of the European Union applicable to the Merger under the Exon-Fxxxxx Act has been concluded; and that CFIUS applicable Law shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Act; (e) the Company been obtained or any applicable waiting period thereunder shall have taken commercially reasonable steps been terminated or shall have expired; (iv) all approvals or filings required to advise consummate the Defense Security Service (“DSS”Merger pursuant to any Foreign Antitrust Law of the jurisdictions listed in Section 7.1(b) of the relevant aspects of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable to the DSS, and the DSS Parent Disclosure Schedule shall have indicated that it is willing to agree to a foreign ownership, control been obtained or influence mitigation proposal submitted in relation to this transaction by, any applicable waiting period thereunder shall have been terminated or shall have expired; and acceptable to, Parent in its sole discretion, in accordance with the NISPOM; and (fv) no Judgment issued by a court all other required approvals of competent jurisdiction or by any Governmental Entity nor any under applicable Law shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, except, in the case of this clause (v), if the failure to obtain such approval or failure of such waiting period to terminate or expire, individually or in the aggregate, would not reasonably be expected either to result in effecta Company Material Adverse Effect or to lead to criminal prosecution of any director, which would make the acquisition officer or holding by Parent or its subsidiaries employee of the shares of Company Common Stock or shares of common stock of Company, Parent, the Surviving Corporation or their respective subsidiaries. (i) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is in effect which would, and (ii) there shall not be instituted or pending any action, suit or proceeding in which any Governmental Entity seeks to, (A) make the Merger illegal or otherwise prevent the challenge, restrain or prohibit consummation of the MergerMerger or the other transactions contemplated by this Agreement, or (B) cause the transactions contemplated by this Agreement to be rescinded following consummation.

Appears in 1 contract

Samples: Merger Agreement (Reebok International LTD)

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations ----------------------------------------------------------- obligation of each party to effect the Merger shall be is subject to the fulfillment at satisfaction (or waiver by the party for whose benefit such condition exists, to the extent permitted by law, on or prior to the Effective Time of each Closing Date) of the following conditions: (a) Parent or Purchaser shall have made, or caused to be madethis Merger Agreement, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; (b) this Agreement Merger and the Merger Transactions shall have been approved and adopted by the requisite vote or consent of the stockholders shareholders of the Company, if any, required by the DGCL and Company in accordance with the Company’s 's Certificate of Incorporation, as amendedIncorporation and New Jersey Law; (ci) any requisite the waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law shall have expired or been terminatedterminated and (ii) if the Competition Act (Canada) is applicable to the Transactions, then (x) the Commissioner of Competition (the "Commissioner") appointed under the Competition Act (Canada) shall have issued an Advance Ruling Certificate under Section 102 of the Competition Act (Canada) in respect of the Shares, (y) the Commissioner shall have advised Parent that the Commissioner does not intend to apply to the Competition Tribunal for an order under Section 92 of the Competition Act (Canada) in respect of the Shares or (z) the applicable waiting period under Section 123 of the Competition Act (Canada) shall have expired without the Commissioner's having notified Parent that the Commissioner intends to apply to the Competition Tribunal for an order under Section 92 of the Competition Act (Canada) in respect of the Shares; (c) no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been enacted, entered, issued, promulgated or enforced by any governmental authority or a court of competent jurisdiction which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger or of limiting or restricting in any material respect the Surviving Corporation's or Merger Sub's conduct or operation of the business of the Company after the Effective Time; (d) the Parties thirty (30) days shall have received written notice from elapsed since the Committee on Foreign Investment in the United States (“CFIUS”) that review of the contemplated transaction under the Exon-Fxxxxx Act has been concludedCanadian Notice Date; and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Act;and (e) the Company shall have taken commercially reasonable steps (x) received from the New Jersey Department of Environmental Protection either (i) a letter of non-applicability with respect to advise the Defense Security Service Merger, (“DSS”ii) a no further action letter, (iii) a negative declaration or (iv) approval of a Remedial Action Workplan, (y) entered into a remediation agreement with such Department or (z) otherwise satisfied the requirements of the relevant aspects of New Jersey Industrial Site Recovery Act ("ISRA") such that the transaction and proposed terms of a proxy agreementCompany, voting trust or other arrangement calculated to be acceptable to the DSS, Parent and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with Merger Sub may consummate the NISPOM; and (f) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent the consummation of the MergerMerger without violating ISRA.

Appears in 1 contract

Samples: Merger Agreement (Vector Merger Corp)

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Buyer, Vajna, Valdina and the Company to effect consummate the Merger shall be are subject to the fulfillment satisfaction or waiver at or prior to the Effective Time of each of the following conditions: (a) Parent or Purchaser shall have made, or caused to be made, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; (b) this This Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote or consent of the stockholders holders of a majority of the Companyoutstanding Shares entitled to vote thereon; (b) The consummation of the Merger shall not be prohibited by any statute, if anyrule or regulation enacted, required promulgated or deemed applicable to the Merger by any government or governmental agency that prohibits or makes illegal consummation of the DGCL and the Company’s Certificate of Incorporation, as amendedMerger; (c) any requisite waiting period No court of competent jurisdiction shall have issued (and such issuance shall not be threatened or pending) any extension thereof) applicable to injunction, restraining order or other order which prohibits the consummation of the Merger under transactions contemplated by this Agreement and which is in effect as of the HSR Act Closing and any other applicable competition, merger, control, antitrust no governmental action or similar Law proceeding shall have expired been commenced or been terminatedthreatened seeking an injunction, restraining order or other order which seeks to prohibit the consummation of the transactions contemplated by this Agreement; (d) No litigation, proceeding or investigation shall be pending, threatened or in existence which, if adversely determined, could result in: (i) the Parties shall have received written notice issuance of a preliminary or permanent injunction or other order which would restrain, prevent or require rescission of this Agreement or the transactions contemplated hereby; (ii) liability to the Company, Vajna, Valdina, Buyer or any officers, directors, employees or agents of any of them arising from this Agreement or the Committee on Foreign Investment in transactions contemplated hereby; or (iii) the United States (“CFIUS”) that review consummation of the transactions contemplated transaction under the Exon-Fxxxxx Act has been concludedhereby being unlawful; and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Act;and (e) the The Company shall have taken commercially reasonable steps to advise obtained, in connection with the Defense Security Service (“DSS”) Merger, the affirmative vote of a majority of the relevant aspects of Shares voted (including abstentions but excluding broker non-votes) at the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable Special Meeting with respect to the DSSproposal to approve this Agreement, without taking into account those Shares owned by Vajna, Valdina or any affiliate of Vajna or Valdina. (f) The percentage of Dissenting Shares to the total number of Shares issued and outstanding immediately prior to the DSS Effective Time shall not exceed 15%. (g) The transactions contemplated by that certain Purchase and Sale Agreement between the Company, Cinergi Productions, N.V. Inc. and Xxxx Disney Pictures and Television, dated April 3, 1997, as amended (the "Library Sale Agreement"), shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted been consummated in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOMall material respects; and (fh) no Judgment issued The transactions contemplated by a court that certain Assignment Agreement dated as of competent jurisdiction or July 14, 1997 between Twentieth Century Fox Film Corporation, on the one hand, and the Company and Cinergi Productions N.V. Inc., on the other hand, as amended (the "Fox Assignment Agreement"), (including, without limitation, the payment by any Governmental Entity nor any Law Twentieth Century Fox Film Corporation to the Company of $11,250,000 in immediately available funds) shall be have been consummated in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Mergerall material respects.

Appears in 1 contract

Samples: Merger Agreement (Valdina Corp N v Et Al)

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be is subject to the fulfillment at satisfaction (or waiver by the party for whose benefit such condition exists, to the extent permitted by law, on or prior to the Effective Time of each Closing Date) of the following conditions: (a) Parent or Purchaser shall have made, or caused to be madethis Merger Agreement, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; (b) this Agreement Merger and the Merger Transactions shall have been approved and adopted by the requisite vote or consent of the stockholders shareholders of the Company, if any, required by the DGCL and Company in accordance with the Company’s 's Certificate of Incorporation, as amendedIncorporation and New Jersey Law; (ci) any requisite the waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law shall have expired or been terminatedterminated and (ii) if the Competition Act (Canada) is applicable to the Transactions, then (x) the Commissioner of Competition (the "Commissioner") appointed under the Competition Act (Canada) shall have issued an Advance Ruling Certificate under Section 102 of the Competition Act (Canada) in respect of the Shares, (y) the Commissioner shall have advised Parent that the Commissioner does not intend to apply to the Competition Tribunal for an order under Section 92 of the Competition Act (Canada) in respect of the Shares or (z) the applicable waiting period under Section 123 of the Competition Act (Canada) shall have expired without the Commissioner's having notified Parent that the Commissioner intends to apply to the Competition Tribunal for an order under Section 92 of the Competition Act (Canada) in respect of the Shares; (c) no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been enacted, entered, issued, promulgated or enforced by any governmental authority or a court of competent jurisdiction which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger or of limiting or restricting in any material respect the Surviving Corporation's or Merger Sub's conduct or operation of the business of the Company after the Effective Time; (d) the Parties thirty (30) days shall have received written notice from elapsed since the Committee on Foreign Investment in the United States (“CFIUS”) that review of the contemplated transaction under the Exon-Fxxxxx Act has been concludedCanadian Notice Date; and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Act;and (e) the Company shall have taken commercially reasonable steps (x) received from the New Jersey Department of Environmental Protection either (i) a letter of non-applicability with respect to advise the Defense Security Service Merger, (“DSS”ii) a no further action letter, (iii) a negative declaration or (iv) approval of a Remedial Action Workplan, (y) entered into a remediation agreement with such Department or (z) otherwise satisfied the requirements of the relevant aspects of New Jersey Industrial Site Recovery Act ("ISRA") such that the transaction and proposed terms of a proxy agreementCompany, voting trust or other arrangement calculated to be acceptable to the DSS, Parent and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with Merger Sub may consummate the NISPOM; and (f) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent the consummation of the MergerMerger without violating ISRA.

Appears in 1 contract

Samples: Merger Agreement (Vestcom International Inc)

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 Effective Time of each Closing Date of the following conditions: (a) Parent or Purchaser shall have made, or caused to be made, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; (b) this This Agreement and the Merger (and the Logistic Sale in the case of Christiana) shall have been approved and adopted by the requisite vote or consent of the stockholders of the CompanyChristiana and EVI, if any, as may be required by law, by the DGCL rules of the NYSE, by Section 5.3(a) and the Company’s Certificate by any applicable provisions of Incorporation, as amendedtheir respective charters or bylaws; (cb) any requisite The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law 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 Parties 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 received written notice from been declared effective or shall have been withdrawn; and no stop-order suspending the Committee on Foreign Investment in effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the United States (“CFIUS”) that review knowledge of the contemplated transaction under parties, threatened by the Exon-Fxxxxx Act has been concluded; and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx ActCommission; (e) the Company There shall have taken commercially reasonable steps to advise 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 Defense Security Service (“DSS”) consummation of the relevant aspects Merger and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a Chrixxxxxx XXX xx EVI MAE; (f) The shares of EVI Common Stock issuable upon consummation of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable to the DSS, and the DSS Merger shall have indicated that it is willing been approved for listing on the NYSE, subject to agree 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 a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretionthem, in accordance with respect of the NISPOMmatters described in Section 2.2(u); and (fh) no Judgment issued by a court All approvals and consents of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, third Persons (i) the granting of which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent is necessary for the consummation of the Merger, the Logistic Sale or the transactions contemplated in connection therewith and (ii) the non-receipt of which would have a Chrixxxxxx XXX xx an EVI MAE.

Appears in 1 contract

Samples: Merger Agreement (Energy Ventures Inc /De/)

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 Effective Time of each Closing Date of the following conditions: : (a) Parent or Purchaser shall have made, or caused to be made, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; (b) this This Agreement and the Merger (and the Logistic Sale in the case of Christiana) shall have been approved and adopted by the requisite vote or consent of the stockholders of the CompanyChristiana and Weatherford, if any, as may be required by law, by the DGCL rules of the NYSE, by Section 5.3(a) and the Company’s Certificate by any applicable provisions of Incorporation, as amended; their respective charters or bylaws; (cb) any requisite The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law 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 Parties 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 Chrixxxxxx XXX xx a Weatxxxxxxx XXX; (f) The shares of Weatherford Common Stock issuable upon consummation of the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (g) Weatherford, C2 and Christiana shall have received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that review an opinion, dated as of the contemplated transaction under Effective Date, from American Appraisal Associates, Inc. in form and substance satisfactory to them, in respect of the Exon-Fxxxxx Act has been concludedmatters described in Section 2.2(u); and that CFIUS shall have determined that there are no issues (h) All approvals and consents of national security sufficient to warrant investigation under the Exon-Fxxxxx Act; third Persons (ei) the Company shall have taken commercially reasonable steps to advise the Defense Security Service (“DSS”) granting of the relevant aspects of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable to the DSS, and the DSS shall have indicated that it which is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOM; and (f) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent necessary for the consummation of the Merger, the Logistic Sale or the transactions contemplated in connection therewith and (ii) the non-receipt of which would have a Chrixxxxxx XXX xx a Weatxxxxxxx XXX.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Weatherford International Inc /New/)

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 satisfaction or waiver (provided that Parent shall be entitled to waive satisfaction of the conditions set forth in clauses (iv) and (v) of Section 7.1(b) in its sole discretion so long as such waiver would not reasonably be expected to lead to criminal prosecution or civil liability of any director, officer or employee of the Company or its subsidiaries) at or prior to the Effective Time of each of the following conditions: (a) Parent or Purchaser shall have made, or caused to be made, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; (b) this This Agreement and the Merger shall have been approved and adopted by the requisite vote or consent of the stockholders of the Company, if any, required Company by the DGCL Company Requisite Vote and the Company’s Certificate stockholders of Incorporation, as amended;Parent shall have approved all the matters contemplated by Section 4.4 of this Agreement by the Parent Requisite Vote. (ci) any requisite The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other shall have been terminated or shall have expired; (ii) all required approvals by the European Commission applicable competition, merger, control, antitrust or similar to the Merger under applicable Law shall have expired been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired; (iii) all required approvals of the competent authority of any member state of the European Union applicable to the Merger under applicable Law shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired; (iv) all approvals required to consummate the Merger pursuant to any Foreign Antitrust Law of the jurisdictions listed in Section 7.1(b) of the Parent Disclosure Schedule shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired; and (v) all other required approvals of any Governmental Entity under applicable Law (including any Foreign Antitrust Law) shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, except, in the case of this cause (v), if failure to obtain such approval or failure of such waiting period to terminate or expire would not reasonably be expected to (A) individually or in the aggregate, have (x) a Company Material Adverse Effect, (y) a Parent Material Adverse Effect or (z) a material adverse effect on the business, assets, properties, liabilities, financial condition or results of operations of Parent and its subsidiaries taken as a whole after giving effect to the Merger, taking into account the anticipated benefits to be achieved from effecting the Merger, or (B) lead to criminal prosecution or civil liability of any director, officer or employee of the Company, Parent or their respective subsidiaries. (c) Each of the Form F-4 and the European Prospectus shall have become effective or been terminated;approved, as applicable, and no stop order or other order or directive suspending the effectiveness or approval of either the Form F-4 or the European Prospectus shall then be in effect, and no proceeding for that purpose shall then be threatened by the SEC or the AFM or other competent Governmental Entity or shall have been initiated by the SEC or the AFM or other competent Governmental Entity and not concluded or withdrawn and all state securities or "blue sky" permits or approvals required to consummate the Merger shall have been received. (d) The Parent Common Shares (including Parent Common Shares underlying Parent Depository Shares) to be issued pursuant to the Parties Merger shall have received written notice from the Committee been admitted to trading on Foreign Investment in the United States (“CFIUS”) that review of the contemplated transaction under the Exon-Fxxxxx Act has been concluded; Eurolist by Euronext Amsterdam and that CFIUS this admission shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Act; (e) the Company shall have taken commercially reasonable steps to advise the Defense Security Service (“DSS”) of the relevant aspects of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable to the DSS, and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, become effective in accordance with applicable Dutch securities Laws and the NISPOM; andrules and regulations of Euronext Amsterdam and the Parent Depository Shares evidenced by Parent ADRs to be issued pursuant to the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance. (fi) no Judgment issued by a court No Governmental Entity shall have enacted, issued, promulgated, enforced or entered executive order, stay decree, ruling, injunction or other judgment (whether temporary, preliminary or permanent) (any of competent jurisdiction the foregoing, an ("Order") or by Law which is in effect which would, and (ii) there shall not be instituted or pending any action, suit or proceeding in which any Governmental Entity nor any Law shall be seeks to, in effect, which would either case (A) make the acquisition or holding by Parent or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation Merger illegal or otherwise prevent the challenge, restrain or prohibit consummation of the MergerMerger or the other transactions contemplated by this Agreement or (B) cause the transactions contemplated by this Agreement to be rescinded following consummation.

Appears in 1 contract

Samples: Merger Agreement (Ims Health Inc)

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 satisfaction, or waiver, at or prior to the Effective Time of each of the following conditions: (a) Parent or Purchaser Gxxx shall have madetransferred all of the membership interests of Gxxx Publishing, or caused LLC to be made, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the OfferTCM; (b) this Gxxx and TCM have executed and delivered the Separation and Distribution Agreement and the Merger Tax Sharing Agreement; (c) Gxxx shall have completed the Spin-off; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and all state securities or Blue Sky Laws necessary to carry out the transactions contemplated hereby shall have been obtained and be in effect; (e) the Company Stockholders’ Action shall have been approved and adopted by the requisite stockholders of the Company in satisfaction of the Company Stockholders’ Vote Condition at the Company Stockholders’ Meeting or by written consent in accordance with Georgia Law and the Company Articles of Incorporation; (f) all other consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity required to consummate the Spin-off and to consummate the Merger shall have been filed, made or obtained, except for such consents, approvals, orders or authorizations that involve an immaterial amount of assets and that do not provide for any penalties or fines due to the failure to receive such consents, approvals, orders or authorizations (it being understood that the parties shall use commercially reasonable efforts to put in place a structure in order to provide Merger Sub and indirectly, TCM, with the benefit of such assets); (g) all notices to, and consents, approvals or waivers of, all persons under the agreements, instruments or documents listed in Schedule 6.01(g) shall have been given or obtained in a form and manner reasonably acceptable to TCM and the Company; (h) there shall not have been any action taken, or any Law enacted, promulgated, issued or deemed applicable to the Merger by any Governmental Entity, that would (i) prohibit the Surviving Corporation’s ownership or operation of all or a material portion of the Company’s business or assets, or compel the Surviving Corporation or TCM to dispose of or hold separately all or a material portion of the Company’s or TCM’s business or assets, as a result of the Merger; (ii) render TCM or Merger Sub unable to consummate the Merger; or (iii) impose or confirm material limitations on the ability of TCM or Merger Sub effectively to exercise full rights of ownership of shares of the capital stock of the Surviving Corporation, including without limitation, the right to vote or consent of any such shares on all matters properly presented to the stockholders of the Company, if any, required by the DGCL and the Company’s Certificate of Incorporation, as amendedSurviving Corporation; (ci) no judgment, order, injunction, decree or ruling issued by any requisite waiting period (and any extension thereof) applicable to Governmental Entity restraining, enjoining or otherwise prohibiting the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law shall have expired been issued and then be in effect (provided that the parties hereto shall use their commercially reasonable efforts to have any such judgment, order, injunction, decree or ruling vacated or lifted), nor shall there have been terminated; (d) any Law enacted, enforced or deemed applicable to the Parties shall have received written notice from Merger that makes the Committee on Foreign Investment in the United States (“CFIUS”) that review consummation of the contemplated transaction under the Exon-Fxxxxx Act has been concluded; and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx Act; (e) the Company shall have taken commercially reasonable steps to advise the Defense Security Service (“DSS”) of the relevant aspects of the transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable to the DSS, and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOMMerger illegal; and (fj) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company TCM Common Stock to be issued or shares reserved that constitute the Merger Consideration shall be approved for listing on Nasdaq, subject to official notice of common stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Mergerissuance.

Appears in 1 contract

Samples: Merger Agreement (Triple Crown Media, Inc.)

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 Effective Time of each Closing Date of the following conditions: (a) Parent or Purchaser Ercon shall have made, or caused to be made, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer;been merged into GulfMark. (b) this 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 or consent of the stockholders of the CompanyGulfMark and EVI, if any, as may be required by law, by the DGCL rules of The Nasdaq Stock Market and the Company’s Certificate New York Stock Exchange and by any applicable provisions of Incorporation, as amendedtheir respective charters or bylaws; (c) any requisite The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law shall have expired or been terminated; (d) the Parties No order shall have received written notice from 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 Committee on Foreign Investment in the United States (“CFIUS”) that review consummation of the contemplated transaction under the Exon-Fxxxxx Act has been concluded; Contribution, Distribution and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-Fxxxxx ActMerger; (e) The Registration Statement shall be effective on the Company Closing Date, and all post-effective amendments filed shall have taken commercially reasonable steps 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 advise the Defense Security Service (“DSS”) knowledge of the relevant aspects 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 transaction and proposed terms of a proxy agreement, voting trust or other arrangement calculated to be acceptable to the DSS, Merger and the DSS transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a GulfMark MAE or EVI MAE; (g) The shares of EVI Common Stock issuable upon consummation of the Merger shall have indicated that it is willing been approved for listing on the New York Stock Exchange, subject to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOMofficial notice of issuance; and (fh) no Judgment issued by a court All approvals and consents of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, third Persons (i) the granting of which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent is necessary for the consummation of the Merger, the Distribution or the transactions contemplated in connection therewith and (ii) the non-receipt of which would have a GulfMark MAE or an EVI MAE.

Appears in 1 contract

Samples: Merger Agreement (Gulfmark International Inc)