Common use of Conditions to Obligation 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 at or prior to the Effective Time of the following conditions: (a) If required by the NYBCL, this Agreement shall have been approved by the affirmative vote of the shareholders of the Company owning of record at least two-thirds of the outstanding Shares entitled to vote thereon. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the consummation of the Merger or any of the other Transactions and which is in effect at the Effective Time, provided, however, that, in the case of any such decree, injunction or other order, each of the parties shall have used reasonable best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any decree, injunction or other order that may be entered. (c) No statute, rule, regulation, executive order, decree, or other order of any kind (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States or state court or governmental authority which prohibits or enjoins the consummation of the Merger. (d) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (e) Purchaser shall have accepted for payment and paid for the Shares tendered pursuant to the Offer.

Conditions to Obligation. of Each Party to Effect the MergerOF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to effect the Merger shall be subject to the satisfaction fulfillment or waiver by all parties at or prior to the Effective Time of each of the following conditions: (a) If required by The Parent or the NYBCLPurchaser 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conditions set forth therein and shall have purchased, or caused to be purchased, all Shares validly tendered and not withdrawn pursuant to the Offer; (b) this Agreement and the Merger shall have been approved and adopted by the affirmative requisite vote or consent of the shareholders stockholders of the Company owning Company, if any, required by the Delaware Law and the Company's Certificate of record at least two-thirds Incorporation; (c) any waiting period (and any extension thereof) applicable to the consummation of the outstanding Shares entitled to vote thereon.Merger under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or been terminated; and (bd) No temporary restraining order, no preliminary or permanent injunction or other order shall have been order, decree or ruling issued by any a court of competent jurisdiction or by any governmental or regulatory agencyGovernmental Entity, body or authority which prohibits the consummation of the Merger or nor any of the other Transactions and which is in effect at the Effective Time, provided, however, that, in the case of any such decree, injunction or other order, each of the parties shall have used reasonable best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any decree, injunction or other order that may be entered. (c) No statute, rule, regulation, regulation or executive order, decree, or other order of any kind (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced enacted by any United States Governmental Entity, shall be in effect, which would make the acquisition or state court holding by the Parent or governmental authority which prohibits its subsidiaries of the Shares or enjoins shares of common stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger. (d) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (e) Purchaser shall have accepted for payment and paid for the Shares tendered pursuant to the Offer.

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 fulfillment or waiver at or prior to the Effective Time of the following conditions: (a) If required no temporary or permanent order, injunction or decree shall be entered or enforced by or before any court, arbitrator or Governmental Entity that would prohibit the NYBCL, this Agreement shall have been approved by the affirmative vote consummation of the shareholders of the Company owning of record at least two-thirds of the outstanding Shares entitled to vote thereon.Merger; (b) No temporary restraining order, preliminary there shall not have occurred and be continuing any declaration of any banking moratorium or permanent injunction suspension of payments by banks in the United States or other order any general limitation on the extension of credit by lending institutions in the United States; (c) all required waiting periods under the HSR Act applicable to the transactions contemplated hereunder shall have expired or terminated; (d) the Company shall have obtained all consents and approvals of Governmental Entities which are legally required to be obtained by 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 any statute, rule, regulation or order promulgated, enacted, issued or deemed applicable to the Merger by any Governmental Entity or court or by any governmental or regulatory agency, body or authority of competent jurisdiction which prohibits would make the consummation of the Merger or any of the other Transactions and which is in effect at the Effective Time, illegal; provided, however, that, in that upon the case of any such decree, injunction or other order, each closing of the parties shall have used reasonable best efforts purchase of the Control Stock pursuant to prevent the entry of any such injunction or other order and to appeal as promptly as possible any decreeXxxxxxxxx Purchase Agreement, injunction or other order that may be entered. the conditions in subparagraphs (c) No statute, rule, regulation, executive order, decree, or other order of any kind (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States or state court or governmental authority which prohibits or enjoins the consummation of the Merger. and (d) Any waiting period applicable of this Section 7.1 above shall, to the Merger under the HSR Act shall have terminated or expiredextent then applicable, no longer be applicable. (e) Purchaser shall have accepted for payment and paid for the Shares tendered pursuant to the Offer.

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 fulfillment or waiver at or prior to the Effective Time of the following conditions: (a) If required no temporary or permanent order, injunction or decree shall be entered or enforced by or before any court, arbitrator or Governmental Entity that would prohibit the NYBCL, this Agreement shall have been approved by the affirmative vote consummation of the shareholders of the Company owning of record at least two-thirds of the outstanding Shares entitled to vote thereon.Merger; (b) No temporary restraining order, preliminary there shall not have occurred and be continuing any declaration of any banking moratorium or permanent injunction suspension of payments by banks in the United States or other order any general limitation on the extension of credit by lending institutions in the United States; (c) all required waiting periods under the HSR Act applicable to the transactions contemplated hereunder shall have expired or terminated; (d) the Company shall have obtained all consents and approvals of Governmental Entities which are legally required to be obtained by 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 any statute, rule, regulation or order promulgated, enacted, issued or deemed applicable to the Merger by any Governmental Entity or court or by any governmental or regulatory agency, body or authority of competent jurisdiction which prohibits would make the consummation of the Merger or any of the other Transactions and which is in effect at the Effective Time, illegal; provided, however, that, in that upon the case of any such decree, injunction or other order, each closing of the parties shall have used reasonable best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any decree, injunction or other order that may be entered. (c) No statute, rule, regulation, executive order, decree, or other order of any kind (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States or state court or governmental authority which prohibits or enjoins the consummation purchase of the Merger. Control Stock pursuant to the Robertson Purchase Agreement, the conditions in subparagraphs (x) xxx (d) Any waiting period applicable of this Section 7.1 above shall, to the Merger under the HSR Act shall have terminated or expiredextent then applicable, no longer be applicable. (e) Purchaser shall have accepted for payment and paid for the Shares tendered pursuant to the Offer.

Conditions to Obligation. of Each Party to Effect the Merger. The respective obligations obligation of each party hereto to effect the Merger shall be is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) If required by the NYBCL, this Agreement and the Merger shall have been approved and adopted by the affirmative requisite vote of the shareholders stockholders of the Company owning pursuant to the DGCL and the certificate of record at least two-thirds incorporation of the outstanding Shares entitled to vote thereon.Company; (b) No the waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and no action by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of the Merger shall have been instituted and be pending; and (c) no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition shall have been issued by any court and be in effect (i) restraining or by any governmental or regulatory agency, body or authority which prohibits prohibiting the consummation of the Merger or any of the other Transactions and which is transactions contemplated hereby or (ii) prohibiting or limiting in effect at any material respect the Effective Timeownership, providedoperation or control by the Company, however, that, in the case Purchaser or any of their respective subsidiaries of any such decree, injunction or other order, each portion of the parties business or assets of the Company, Purchaser or any of their respective subsidiaries, or compelling the Company, Purchaser or any of their respective subsidiaries to dispose of, grant rights in respect of, or hold separate any material portion of the business or assets of the Company, Purchaser or any of their respective subsidiaries; nor shall any action have used reasonable best efforts to prevent the entry of been taken by any such injunction Governmental Authority or other order and to appeal as promptly as possible any decree, injunction or other order that may be entered. (c) No statute, rule, regulation, executive order, decree, regulation or other order of any kind (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated entered or enforced by any United States or state court or governmental authority be deemed applicable to the Merger which prohibits or enjoins makes the consummation of the Merger illegal or prevents or prohibits the Merger. (d) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (e) Purchaser shall have accepted for payment and paid for the Shares tendered pursuant to the Offer.

Conditions to Obligation. of Each Party to Effect the MergerTransactions ----------------------------------------------------------------- Contemplated by this Agreement. The respective obligations obligation of each party to effect the Merger ------------------------------ transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment at or prior to the Effective Time Initial Closing or any Subsequent Closing of the following conditions: (a) If required 8.1. all governmental and other consents and approvals, if any, necessary to permit the consummation of the transactions contemplated by the NYBCL, this Agreement shall have been approved obtained and any waiting period (and any extension thereof) applicable to the consummation of the Agreement under the HSR Act shall have expired or been terminated; and 8.2. no stop order or other order enjoining the sale of the Series C Preferred Shares or Common Shares, as the case may be, to be purchased and sold at the Initial Closing or any Subsequent Closing shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the affirmative vote Commission or any commissioner of the shareholders corporations or similar officer of the Company owning of record at least two-thirds of the outstanding Shares entitled to vote thereon. (b) No temporary restraining orderany state having jurisdiction over this transaction, and no preliminary or permanent injunction or other order shall have been order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any court statute, rule, regulation or executive order promulgated or enacted by any governmental authority shall be in effect that would restrain or regulatory agency, body or authority which prohibits otherwise prevent the consummation of the Merger or any of transactions contemplated by the other Transactions and which is in effect at the Effective Time, provided, however, that, in the case of any such decree, injunction or other order, each of the parties shall have used reasonable best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any decree, injunction or other order that may be enteredAgreement. (c) No statute, rule, regulation, executive order, decree, or other order of any kind (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States or state court or governmental authority which prohibits or enjoins the consummation of the Merger. (d) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (e) Purchaser shall have accepted for payment and paid for the Shares tendered pursuant to the Offer.

Conditions to Obligation. of Each Party to Effect the Merger. The respective obligations of each party of AMRE, Merger Sub and the Company to effect the Merger shall be subject to the satisfaction fulfillment or waiver at or prior to the Effective Time of the following conditions: (a) If required by the NYBCL, this Agreement Merger shall have been approved and adopted by the affirmative vote requisite consent of the shareholders of the Company owning required by applicable law and the applicable regulations of record at least two-thirds of the outstanding Shares entitled to vote thereon.any stock exchange; (b) No temporary restraining orderthe Form S-4 shall have been declared effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of the Form S-4 shall have been issued; (c) no preliminary or permanent injunction or other order shall have been order, decree or ruling issued by any a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any governmental or regulatory agency, body or authority which prohibits the consummation of the Merger or any of the other Transactions and which is in effect at the Effective Time, provided, however, that, in the case of any such decree, injunction or other order, each of the parties shall have used reasonable best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any decree, injunction or other order that may be entered. (c) No statute, rule, regulation, regulation or executive order, decree, or other order of any kind (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced enacted by any United States or state court or governmental authority which prohibits shall be in effect that would make the acquisition or enjoins 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 been issued, each party agrees to use its reasonable efforts to have any such injunction lifted or order reversed; (d) Any waiting period applicable to all consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger under and any other documents required to be filed after the HSR Act shall have terminated or expired. (e) Purchaser shall have accepted for payment and paid for the Shares tendered pursuant to the Offer.Effective Time and