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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 will be subject to the 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) The Requisite Stockholder Approval shall have been obtained and continue to be in full force and effect; (b) The Spinco 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 Exchange Act relating to the issuance and trading of shares of Spinco Common Stock shall have been obtained and in effect, such shares of Spinco Common Stock shall have been approved for listing on the NASDAQ Global Market, and the Separation shall have been consummated in accordance with the terms of the Separation Agreement; (c) Any applicable waiting period under the HSR Act shall have expired or been terminated; and (d) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction preventing the consummation of the Merger will be in effect, and no statute, rule, regulation, order, injunction or decree will have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits or makes illegal consummation of the Merger.

Appears in 2 contracts

Samples: Merger Agreement (Symmetry Surgical Inc.), Agreement and Plan of Merger (Symmetry Medical Inc.)

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger will shall be subject to the satisfaction (or waiver by Parent and the party entitled Company to the benefit thereofextent permitted by applicable Law) at or prior to the Effective Time of each Closing of the following conditions: (a) The Requisite Company Stockholder Approval shall have been obtained and continue to be in full force and effect;obtained. (b) The Spinco Parent Shareholder Approval shall have been obtained. (c) The US Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the US Registration Statement shall have been declared effective issued by the SEC and shall not be the subject of any stop order or proceedings seeking a stop order, all necessary permits remain in effect and authorizations under state securities or “blue sky” laws, the Securities Act and the Exchange Act relating no Action to the issuance and trading of shares of Spinco Common Stock that effect shall have been obtained and commenced by the SEC, unless subsequently withdrawn. (d) No Governmental Entity of competent jurisdiction shall have enacted, issued or promulgated any Law that remains in effect, such shares effect that prohibits or makes illegal the consummation of Spinco Common Stock the Merger. (e) The approvals by the Antitrust Authorities under the Antitrust Laws set forth in Schedule A (the “Required Antitrust Approvals”) shall have been made or obtained by the Antitrust Authorities, or deemed obtained as a result of the expiration of all statutory waiting periods in respect thereof, as required. (f) The Parent Common Shares to be issued to the Company stockholders in accordance with this Agreement shall have been conditionally approved for listing on the NASDAQ Global MarketNYSE or Nasdaq, subject to official notice of issuance, and the Separation shall have been consummated in accordance with the terms of the Separation Agreement; (c) Any applicable waiting period under the HSR Act shall have expired or been terminated; and (d) No orderTSX, injunction or decree issued by any Governmental Entity of competent jurisdiction preventing the consummation of the Merger will be in effect, and no statute, rule, regulation, order, injunction or decree will have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits or makes illegal consummation of the Mergersubject to customary listing requirements.

Appears in 2 contracts

Samples: Merger Agreement (Enerflex Ltd.), Merger Agreement (Exterran Corp)

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each Closing Date of the following conditions: (a) The Requisite Stockholder Approval This Agreement shall have been obtained and continue to be approved by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock. The issuance of Parent Common Stock in full force and effect;the Merger shall have been approved by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock. (b) The Spinco Registration Statement No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been declared 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 waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) The Form S-4 and any required post-effective by amendment thereto shall have become effective under the SEC Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, all necessary permits and authorizations under any material "blue sky" and other state securities or “blue sky” laws, the Securities Act and the Exchange Act relating laws applicable to the issuance and trading registration of shares of Spinco the Parent Common Stock to be exchanged for Company Common Stock shall have been obtained and in effect, such complied with. (e) The shares of Spinco Parent Common Stock issuable to the holders of Company Common Stock pursuant to this Agreement shall have been approved for listing on the NASDAQ Global MarketNYSE, and the Separation shall have been consummated in accordance with the terms subject to official notice of the Separation Agreement; (c) Any applicable waiting period under the HSR Act shall have expired or been terminated; and (d) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction preventing the consummation of the Merger will be in effect, and no statute, rule, regulation, order, injunction or decree will have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits or makes illegal consummation of the Mergerissuance.

Appears in 1 contract

Samples: Merger Agreement (Quality Food Centers Inc)

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party of AMRE, Merger Sub and the Company to effect the Merger will shall be subject to the satisfaction (fulfillment or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) The Requisite Stockholder Approval the Merger shall have been obtained approved and continue to be in full force adopted by the requisite consent of the shareholders of the Company required by applicable law and effectthe applicable regulations of any stock exchange; (b) The Spinco Registration Statement the Form S-4 shall have been declared effective by the SEC and shall not be effective at the subject of any Effective Time, and no stop order or proceedings seeking a stop order, all necessary permits and authorizations under state securities or “blue sky” laws, suspending effectiveness of the Securities Act and the Exchange Act relating to the issuance and trading of shares of Spinco Common Stock Form S-4 shall have been obtained and in effect, such shares of Spinco Common Stock shall have been approved for listing on the NASDAQ Global Market, and the Separation shall have been consummated in accordance with the terms of the Separation Agreementissued; (c) Any applicable waiting period under no preliminary or permanent injunction or other 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 or executive order promulgated or enacted by any governmental authority shall be in effect that would make the HSR Act acquisition or holding directly or indirectly by AMRE of the shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger. In the event any such order or injunction shall have expired been issued, each party agrees to use its reasonable efforts to have any such injunction lifted or been terminated; andorder reversed; (d) No orderall consents, injunction authorizations, orders and approvals of (or decree issued by filings or registrations with) any Governmental Entity governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of competent jurisdiction preventing the consummation of this Agreement shall have been obtained or made, except for filings in connection with the Merger will and any other documents required to be in effectfiled after the Effective Time and except where the failure to have obtained or made any such consent, and no statute, rule, regulation, order, injunction or decree will have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits or makes illegal consummation of the Merger.authorization,

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amre Inc)