Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time of the following conditions: (a) This Agreement shall have been adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares). (b) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States, foreign, federal or state court or governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger, the Offer or the MSC Merger. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All of the Offer Conditions, other than the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummated.
Appears in 3 contracts
Samples: Merger Agreement (Minot Mercantile Corp), Merger Agreement (Dillard Department Stores Inc), Merger Agreement (Dillard Department 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 satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time of the following conditions:
(a) This Agreement shall have been adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares).
(b) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States, foreign, federal or state court or governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger, the Offer or the MSC Merger.
(c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired.
(d) All of the Offer Conditions, other than the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d).
(e) The Woodbank Merger shall have been consummated.
Appears in 2 contracts
Samples: Merger Agreement (Dillard Department Stores Inc), Merger Agreement (Mercantile Stores Co 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 satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) fulfillment or waiver at or prior to the Effective Time of the following conditions:
(a) This Agreement shall have been adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares).
(b) No statute, rule, regulation, executive no temporary or permanent order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) decree shall have been enacted, entered, promulgated be entered or enforced by or before any United Statescourt, foreign, federal arbitrator or state court or governmental authority which prohibits, restrains, enjoins or restricts Governmental Entity that would prohibit the consummation of the Merger, ;
(b) there shall not have occurred and be continuing any declaration of any banking moratorium or suspension of payments by banks in the Offer United States or any general limitation on the MSC Merger.extension of credit by lending institutions in the United States;
(c) Any all required waiting period applicable to the Merger periods under the HSR Act applicable to the transactions contemplated hereunder shall have terminated expired or expired.terminated;
(d) All the Company shall have obtained all consents and approvals of Governmental Entities which are legally required to be obtained by the Offer Conditions, other than the Company prior to consummation of the Merger, which if not obtained would have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole; and
(e) there shall not have been satisfied and MSC MergerSub shall have determined any statute, rule, regulation or order promulgated, enacted, issued or deemed applicable to the Merger by any Governmental Entity or court of competent jurisdiction which would make the consummation of the Merger illegal; provided, however, that upon the closing of the purchase of the shares of MSC Common Control Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Robexxxxx Xxxchase Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in subparagraphs (c) and (d) of this Section 5.1(d)7.1 above shall, to the extent then applicable, no longer be applicable.
(e) The Woodbank Merger shall have been consummated.
Appears in 1 contract
Samples: Merger Agreement (International Family Entertainment 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 satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) fulfillment or waiver at or prior to the Effective Time of each of the following conditions:
(a) This Agreement Agreement, the Merger and the Sales shall have been approved and adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with or consent of the Stockholders required by the MBCL and the Company's Certificate Articles of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares).Organization;
(b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or been terminated and the Company or the Purchaser shall have received the consents or approvals required under Applicable Law;
(c) No order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any statute, rule, regulation, regulation or executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced enacted by any United States, foreign, federal or state court or governmental authority which prohibits, restrains, enjoins shall be in effect that would prohibit the Merger or restricts make illegal the acquisition or ownership of the Surviving Corporation by the Purchaser or otherwise prevent the consummation of the Merger; provided, that the Offer or the MSC Merger.
(c) Any waiting period applicable party seeking to the Merger under the HSR Act assert this condition shall have terminated or expired.complied with its obligations under Section 5.4; and
(d) All of the Offer Conditions, other than the consummation of the Merger, The Sales shall have been satisfied consummated in accordance with the terms of the Segment Purchase Agreements (as the same may be amended from time to time with the Purchaser's consent) and MSC MergerSub the Company shall have determined to purchase received the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d)consideration contemplated thereunder.
(e) The Woodbank Merger shall have been consummated.
Appears in 1 contract
Samples: Merger Agreement (Liberty Financial Companies Inc /Ma/)