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 satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) if required by Law, this Agreement shall have been approved by the shareholders of the Company by the Company Requisite Vote; (b) no Law (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced, nor any injunction shall have been issued and be in effect, by any United States or state court or United States Governmental Entity which prohibits, restrains or enjoins the consummation of the Merger; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.7; and (c) all statutory waiting periods (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired.

Appears in 3 contracts

Samples: Merger Agreement (Abbott Laboratories), Merger Agreement (Jaharis Mary), Merger Agreement (Kos Pharmaceuticals Inc)

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Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: : (a) if required by Law, this Agreement shall have been approved adopted by the shareholders stockholders of the Company by the Company Requisite Vote; ; (b) no Law (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced, nor any injunction shall have been issued and be in effect, enforced by any United States or state court or United States Governmental Entity which prohibits, restrains or enjoins the consummation of the Merger; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.76.8; and and (c) all statutory the waiting periods period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired.. SECTION 7.2

Appears in 1 contract

Samples: Merger Agreement (Neiman Marcus Group 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 waiver fulfillment at or prior to the Effective Time Closing Date of the following conditions: (a) if required by Law, this This Agreement shall have been approved and adopted by the shareholders requisite vote of the Company stockholders of Cliffs, as may be required by law, and by the Company Requisite Voterules of the New York Stock Exchange, respectively, and by any applicable provisions of Cliffs' certificate of incorporation or bylaws; (b) no Law (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced, nor any injunction shall have been issued and be in effect, by any United States or state court or United States Governmental Entity which prohibits, restrains or enjoins the consummation of the Merger; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.7; and (c) all statutory The waiting periods period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated or terminated; (c) No order shall have expired.been entered and remain in effect in any action or proceeding before any foreign, federal or state court or governmental agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Merger;

Appears in 1 contract

Samples: Merger Agreement (Cliffs Drilling Co)

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) if required by Law, this Agreement shall have been approved adopted by the shareholders stockholders of the Company by the Company Requisite Vote; (b) no Law law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced, nor any injunction shall have been issued and be in effect, enforced by any United States or state court or United States Governmental Entity which prohibits, restrains or enjoins the consummation of the Merger; provided, however, that prior to the party invoking this condition each party agrees to comply has complied in all material respects with Section 6.76.8; and (c) all statutory the waiting periods period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired.

Appears in 1 contract

Samples: Merger Agreement (Collegiate Funding Services Inc)

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Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) if required by Law, this Agreement shall have been approved adopted by the shareholders stockholders of the Company by the Company Requisite Vote; (b) no Law law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced, nor any injunction shall have been issued and be in effect, enforced by any United States or state court or United States Governmental Entity which prohibits, restrains or enjoins the consummation of the Merger; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.76.8; and (c) all statutory the waiting periods period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired.

Appears in 1 contract

Samples: Merger Agreement (Penton Media Inc)

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