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 Closing Date of the following conditions: (a) This Agreement and the Merger (and the Logistic Sale in the case of Christiana) shall have been approved and adopted by the requisite vote of the stockholders of Christiana and EVI, as may be required by law, by the rules of the NYSE, by Section 5.3(a) and by any applicable provisions of their respective charters or bylaws; (b) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act 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 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Closing Date, and all post- effective amendments thereto filed shall have been declared effective or shall have been withdrawn; and no stop-order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the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 Christiana MAE or EVI MAE; (f) The shares of EVI Comxxx Xxxxx xxxxable upon consummation of the Merger shall have been approved for listing on the NYSE, subject to 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 them, in respect of the matters described in Section 2.2(u); and (h) All approvals and consents of third Persons (i) the granting of which 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 Christiana MAE or an EVI MAE.
Appears in 1 contract
Samples: Merger Agreement (C2 Inc)
Conditions to Obligation. of Each Party to Effect the MergerOF 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 Closing Date of the following conditions:
(a) This Agreement and the Merger (and the Logistic Sale in the case of Christiana) Company Voting Proposals shall have been approved and adopted by the requisite vote shareholders of the stockholders of Christiana Company in the manner required under the CGCL and EVI, as may be required by law, by the rules Organizational Documents of the NYSE, by Section 5.3(a) and by any applicable provisions of their respective charters or bylawsCompany;
(b) The waiting period (and any extension thereof) applicable to the consummation Pan Pacific Voting Proposals shall have been approved by the stockholders of Pan Pacific in the manner required under the MGCL, the rules of the Merger under NYSE and the HSR Act shall have expired or been terminatedOrganizational Documents of Pan Pacific;
(c) No no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been entered enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction and remain no other legal restraint or prohibition shall be in effect in any action which prohibits, restrains, enjoins 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 restricts the consummation of the Logistic Sale and Merger; provided, however, that the MergerParties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted;
(d) The Registration Statement and there shall not be instituted or pending any Action by a registration statement under Governmental Entity or any other Person as a result of this Agreement or any of the Securities Act to be filed by C2 in connection with 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 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 Commissionoccurred);
(e) There the Registration Statement shall have become effective under the 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 been threatened, and any material Blue Sky Law permits and approvals applicable to the registration of the Pan Pacific Common Stock to be exchanged for Company Shares 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 Christiana MAE or EVI MAEobtained;
(f) The shares all filings required to be made prior to the Closing by any Party or any of EVI Comxxx Xxxxx xxxxable upon 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 Merger 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 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 result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect, except for those the failure of which to obtain would not cause a Company Material Adverse Effect or a Pan Pacific Material Adverse Effect; and
(h) the shares of Pan Pacific Common Stock issuable to the holders of Company Shares pursuant to this Agreement shall have been approved for listing on the NYSE, subject to NYSE upon 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 them, in respect of the matters described in Section 2.2(u); and
(h) All approvals and consents of third Persons (i) the granting of which 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 Christiana MAE or an EVI MAE.
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 or waiver at or prior to the Closing Date of the following conditions:
(a) This Agreement and the Merger (and the Logistic Sale in the case of Christiana) shall have been approved and adopted by the requisite vote of the stockholders of Christiana and EVI, Tristar as may be required by law, by the rules of the NYSE, by Section 5.3(a) law and by any applicable provisions of their respective charters its Certificate of Incorporation or bylaws;
(b) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act 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 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;
(ec) 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 Christiana MAE Material Adverse Effect on Tristar or EVI MAEthe Surviving Corporation after the consummation of the Merger;
(f) The shares of EVI Comxxx Xxxxx xxxxable upon consummation of the Merger shall have been approved for listing on the NYSE, subject to 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 them, in respect of the matters described in Section 2.2(u); and
(hd) All approvals and consents of third Persons private persons, financial institutions or corporations, (i) the granting of which is necessary for the consummation of the Merger, the Logistic Sale Merger or the transactions contemplated in connection therewith and or (ii) the non-receipt of which would have a Christiana MAE Material Adverse Effect on Tristar or an EVI MAEthe Surviving Corporation after the consummation of the Merger, shall have been obtained;
(e) Tristar shall have been advised in writing on the Closing Date by Coopers & Lybrxxx X.X.P. that, in accordance with generally accepted accounting principles and applicable rules and regulations of the Commission, the Merger should be treated substantially similarly to a "pooling of interests" for accounting purposes;
(f) Tristar shall have received from Howaxx Xxxxxxx Barkxx Xxxxxxx x xritten opinion, dated as of the date of this Agreement, satisfactory in form and substance to the Board of Directors of Tristar, to the effect that the terms of the Merger are fair to the minority
(g) The Distribution Agreement shall have been terminated.
Appears in 1 contract
Samples: Merger Agreement (Tristar Corp)
Conditions to Obligation. of Each Party to Effect the MergerOF 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 Closing Date of the following conditions:
(a) 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 of the stockholders of Christiana the Company in the manner required under the DGCL and EVI, as may be required by law, by the rules certificate of incorporation of the NYSE, by Section 5.3(a) and by any applicable provisions of their respective charters or bylawsCompany;
(b) The waiting period this Agreement and the Merger shall have been approved by the stockholders of HCPI in the manner required under the MGCL and the charter of HCPI.
(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 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 Parties shall have expired or been terminated;
(c) No order shall have been entered and remain in effect in use their reasonable best efforts to cause any action or proceeding before any foreignsuch decree, federal or state court or governmental agency ruling, injunction or other foreign, federal order to be vacated or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Logistic Sale and the Mergerlifted;
(d) The the Registration Statement and a registration statement shall have become effective under the Securities Act to and shall not 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-subject of any stop order suspending the effectiveness thereof of the Registration Statement nor shall have been issued and no proceedings for that purpose have been threatened, and any material Blue Sky Law permits and approvals applicable to the registration of the HCPI Common Stock to be exchanged for Company Stock shall have been initiated or, to the knowledge of the parties, threatened by the Commissionobtained;
(e) There shall have been obtained all filings required to be made prior to the Closing by any Party or any of its respective Subsidiaries with, and all material permitsconsents, approvals and consents authorizations required to be obtained prior to the Closing by any Party or any of securities or blue sky commissions its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of any jurisdiction, this Agreement 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 lawshereby shall have been made or obtained, except where the failure to comply with which obtain such consents would have not cause a Christiana MAE Company Material Adverse Effect or EVI MAEa HCPI 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;
(f) The shares all consents or approvals of EVI Comxxx Xxxxx xxxxable upon all Persons (other than Governmental Entities) required for, in connection with, or as a result of the execution, delivery and performance of this Agreement or the consummation of the Merger transactions contemplated hereby shall have been obtained and shall be in full force and effect, except for those the failure of which to obtain would not cause a Company Material Adverse Effect or a HCPI Material Adverse Effect; and
(g) the shares of HCPI Common Stock issuable to the holders of Company Stock pursuant to this Agreement shall have been approved for listing on the NYSE, subject to NYSE upon 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 them, in respect of the matters described in Section 2.2(u); and
(h) All approvals and consents of third Persons (i) the granting of which 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 Christiana MAE or an EVI MAE.
Appears in 1 contract
Conditions to Obligation. of Each Party the Company to Effect the Company Merger. The respective obligations obligation of each party the Company to effect the Company Merger shall be is further subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) This Agreement (i) The representations and warranties of the Parent, New Parent and the Merger Subsidiaries contained herein shall be true and correct in all respects (but without regard to any materiality qualifications or references to Parent Material Adverse Effect contained in any specific representation or warranty) as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and (z) where any such failure of the representations and warranties in the aggregate to be true and correct in all respects would not have a Parent Material Adverse Effect, (ii) the Parent, New Parent and the Logistic Sale in the case of Christiana) Merger Subsidiaries shall have been approved performed in all material respects all obligations and adopted by the requisite vote of the stockholders of Christiana and EVI, as may be complied with all covenants required by law, by the rules of the NYSE, by Section 5.3(a) and this Agreement to be performed or complied with by any applicable provisions of them prior to the Effective Time and (iii) the Parent and New Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by their respective charters Chief Executive Officer or bylaws;Chief Financial Officer certifying to both such effects; and
(b) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act 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 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 Christiana MAE or EVI MAE;
(f) The shares of EVI Comxxx Xxxxx xxxxable upon consummation of the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance;
(g) EVI, C2 and Christiana Company shall have received an opinionopinion of Hale and Dorr LLP, tax couxxxx to txx Xompany, dated as of the Effective DateTime, substantially to the effect that the Company Merger will qualify as an exchange within the meaning of Section 351 of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of reasonable and customary representation letters from American Appraisal Associateseach of the Parties and Westar Capital, Inc. Inc., in each case in form and substance reasonably satisfactory to themsuch tax counsel. The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in respect of the matters described in Section 2.2(u)any material respect; and
(hc) All approvals The Parent Stockholder Approval shall have been obtained in accordance with applicable law and consents Parent's Certificate of third Persons Incorporation and Bylaws and the applicable rules of The Nasdaq Stock Market, Inc. (i) or, if Parent shall have become listed on the granting of which is necessary for New York Stock Exchange, the consummation rules of the Merger, the Logistic Sale or the transactions contemplated in connection therewith and (ii) the non-receipt of which would have a Christiana MAE or an EVI MAE.New York Stock Exchange);
Appears in 1 contract
Conditions to Obligation. of Each Party NetResponse and Next Century to Effect the Merger. The respective obligations of each party NetResponse and Next Century to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date Effective Time of the following conditions:
(a) This Agreement Parent and Sub shall have performed in all material respects their respective agreements contained herein required to be performed at or prior to the Effective Time, and the Merger representations and warranties of Parent and Sub contained herein shall be true when made and (except for representations and the Logistic Sale in the case warranties made as of Christianaa specified date, which need only be true as of such date) shall have been approved at and adopted by the requisite vote as of the stockholders Effective Time as if made at and as of Christiana and EVIsuch time, except as may be required by law, by the rules of the NYSE, by Section 5.3(a) and by any applicable provisions of their respective charters or bylawscontemplated hereby;
(bi) The waiting period (and any extension thereof) applicable to the consummation appropriate officers of the Merger under the HSR Act Parent shall have expired or been terminatedexecuted and delivered to NetResponse at the Closing, Parent's Closing Certificate, and (ii) the appropriate officers of Sub shall have executed and delivered to NetResponse at the Closing, Sub's Closing Certificate;
(c) No order Parent 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 obtained all of the Logistic Sale and the Merger;Consents, if any, listed on Schedule 7.1(c) hereto; ---------------
(d) The Registration Statement NetResponse shall have received corporate certificates of good standing for Parent and Sub, and a registration statement under the 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 copy of the partiesCertificate of Incorporation for Parent and Sub, threatened respectively, both as certified by the CommissionSecretary of State of Delaware;
(e) There there shall have been obtained any and all material permitsdelivered to Next Century at the Closing, approvals and consents duly executed by Parent, an Agreement to be Bound to the Registration Rights Agreement of securities or blue sky commissions Parent, dated as of any jurisdictionClosing Date (the "Agreement to be Bound to the Registration Rights Agreement"), and in the form 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 Christiana MAE or EVI MAE;Exhibit "B" hereto; -----------
(f) The shares of EVI Comxxx Xxxxx xxxxable upon consummation Parent shall have executed and delivered at the Closing an Option Agreement for each of the Merger shall have been approved for listing Persons listed on the NYSE, subject Schedule 6.6(b) or Schedule 6.6(c) --------------- --------------- hereto as receiving options to official notice of issuancepurchase Parent Stock;
(g) EVINetResponse shall have received, C2 at the Closing, a duly executed opinion of counsel to Parent and Christiana Sub, substantially in the form of Exhibit "F" ----------- hereto;
(h) NetResponse shall have received an opinionfrom Parent and Sub such other documents as NetResponse's counsel shall have reasonably requested, dated as of the Effective Date, from American Appraisal Associates, Inc. in form and substance reasonably satisfactory to them, in respect of the matters described in Section 2.2(u)NetResponse's counsel; and
(h) All approvals and consents of third Persons (i) the granting of which is necessary for the consummation of the Merger, the Logistic Sale Parent shall have delivered to Next Century as required by Section 6.8 hereof $1,750,000 in cash or the transactions contemplated in connection therewith and (ii) the non-receipt of which would have a Christiana MAE or an EVI MAEother immediately available funds.
Appears in 1 contract
Conditions to Obligation. of Each Party to Effect Closing in Connection with the MergerMedicaid Novation. The respective obligations In additional to the conditions set forth in Section 6.1 and Section 6.2, the obligation of each party Party to effect the Merger shall be Medicaid Novation is subject to the fulfillment satisfaction at or prior to the Closing Date of all of the following conditions, any one or more of which may be only be waived by all of the Parties:
(a) This Agreement and Required Regulatory Approvals. The approvals, consents, notices and/or authorizations of the Merger Governmental Authorities with respect to the Medicaid Novation set forth on Annex 6.3(a) (and the Logistic Sale in the case of Christiana“Required Medicaid Regulatory Approvals”) shall have been approved obtained and adopted by there shall not be any Burdensome Condition. For the requisite vote avoidance of doubt, the receipt of the stockholders of Christiana Required Medicaid Regulatory Approvals and EVI, as may be required by law, by the rules of the NYSE, by Section 5.3(a) and by any applicable provisions of their respective charters or bylaws;
(b) The waiting period (and any extension thereof) applicable to the consummation of the Merger under Medicaid Novation are not a condition to the HSR Act shall have expired or been terminated;
(c) No order shall have been entered Closing, 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 event the Required Medicaid Regulatory Approvals and the consummation of the Logistic Sale Medicaid Novation is not obtained prior to August 27, 2020, then the Closing shall take place, subject to the conditions set forth in Section 6.1 and Section 6.2, on September 1, 2020 as contemplated by Section 5.1. Section 6.4 Conditions to Obligation of Each Party to Closing in Connection with the Merger;D-SNP Novation. In addition to the conditions set forth in Section 6.1 and Section 6.2, the obligation of each Party to effect the D-SNP Novation is subject to the satisfaction at the Closing of all of the following conditions, any one or more of which may be only be waived by all of the Parties:
(da) Required Regulatory Approvals. The Registration Statement approvals, consents, notices and/or authorizations of the Governmental Authorities with respect to the D-SNP Novation set forth on Annex 6.4(a) (the “Required D-SNP Regulatory Approvals” and a registration statement under the Securities Act to be filed by C2 in connection together with the Merger shall each be effective on Required Medicaid Regulatory Approval, 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“Required Regulatory Approvals”) There shall have been obtained and there shall not be 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 Christiana MAE or EVI MAE;
(f) The shares of EVI Comxxx Xxxxx xxxxable upon consummation of the Merger shall have been approved for listing on the NYSE, subject to 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 them, in respect of the matters described in Section 2.2(u); and
(h) All approvals and consents of third Persons (i) the granting of which 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 Christiana MAE or an EVI MAEBurdensome Condition.
Appears in 1 contract
Conditions to Obligation. of Each Party to Effect the MergerOF 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 Closing Date of the following conditions:
(a) 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 Company Shareholders in the manner required under the CCC and the articles of incorporation of the stockholders of Christiana and EVI, as may be required by law, by the rules of the NYSE, by Section 5.3(a) and by any applicable provisions of their respective charters or bylawsCompany;
(b) The the waiting period (and any for extension thereof) applicable to the consummation of the Merger under the HSR Act applicable to the Merger shall have expired or been terminated;
(c) No no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been entered enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction and remain no other legal restraint or prohibition shall be in effect in any action which prohibits, restrains, enjoins 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 restricts the consummation of the Logistic Sale and Merger; provided, however, that the MergerParties shall use their commercially reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted;
(d) The Registration Statement no Government Entity shall have commenced proceedings, or overtly threatened to commence proceedings, to restrain or prohibit the transactions contemplated hereby or force rescission, unless such Governmental Entity shall have withdrawn such notice and a registration statement under abandoned any such proceedings prior to the Securities Act to be filed by C2 in connection with the Merger shall each be effective on time which otherwise would have been 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 all filings required to be made prior to the Closing by any Party or any of its respective Subsidiaries with, and all material permitsconsents, approvals and consents authorizations required to be obtained prior to the Closing by any Party or any of securities or blue sky commissions its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of any jurisdiction, this Agreement 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 lawshereby shall have been made or obtained, except where the failure to comply with which would obtain such consents is not reasonably likely to have a Christiana MAE Material Adverse Effect on Parent or EVI MAE;
(f) The shares of EVI Comxxx Xxxxx xxxxable upon consummation of Company, as the Merger shall have been approved for listing on the NYSEcase may be, subject to 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 them, in respect of the matters described in Section 2.2(u); and
(h) All approvals and consents of third Persons (i) the granting of which 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 Christiana MAE or an EVI MAE.could not reasonably be expected to
Appears in 1 contract
Samples: Merger Agreement (New Focus 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 Closing Date Effective Time of each of the following conditions:
(a) This Agreement The Registration Statement shall have been declared effective by the SEC under the Securities Act and shall not be the Merger subject of any stop order or proceedings seeking a stop order;
(and the Logistic Sale in the case of Christianab) The Company Stockholders' Proposal shall have been approved and adopted by the requisite vote stockholders of the stockholders of Christiana and EVI, as may be required by law, by the rules Company in satisfaction of the NYSE, Company Stockholders' Vote Condition at the Company Stockholders' Meeting or by Section 5.3(a) written consent in accordance with Delaware Law and by any applicable provisions the Company Certificate of their respective charters or bylawsIncorporation;
(bc) The [Reserved]
(d) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act Act, or any other Antitrust Laws, shall have expired or been terminated;
(c) No order terminated and all other consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity required to consummate the Merger shall have been entered filed, made or obtained, in each case on terms reasonably satisfactory to Alcatel, except for such consents, approvals, orders or authorizations which involve an insignificant amount of assets and remain which 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 effect place a structure in any action or proceeding before any foreignorder to provide Merger Sub and indirectly, federal or state court or governmental agency or other foreignAlcatel, 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 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 benefit of the parties, threatened by the Commissionsuch assets);
(e) There shall have been obtained No judgment, order, injunction, decree or ruling issued by any and all material permitsGovernmental Entity restraining, approvals and consents of securities enjoining or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that otherwise prohibiting 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 Christiana MAE or EVI MAE;
(f) The shares of EVI Comxxx Xxxxx xxxxable upon consummation of the Merger shall have been approved for listing on issued and then be in effect (provided that the NYSEparties hereto shall use their commercial reasonable efforts to have any such judgment, subject order, injunction, decree or ruling vacated or lifted), nor shall there have been any Law enacted, enforced or deemed applicable to official notice the Merger which makes the consummation of issuance;the Merger illegal; and
(f) Each of Alcatel, the Company and the Stockholders' Representative shall have executed and delivered the Escrow Agreement in the form attached hereto as Exhibit E.
(g) EVI, C2 The ADSs and Christiana the Alcatel Shares to be issued as the Merger Consideration shall have received an opinion, dated be listed on the NYSE or on such national securities exchange or quoted on such national market system as the ADSs and the Alcatel Shares are listed or quoted as of the Effective Date, from American Appraisal Associates, Inc. in form and substance satisfactory to them, in respect of the matters described in Section 2.2(u); and
(h) All approvals and consents of third Persons (i) the granting of which 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 Christiana MAE or an EVI MAETime.
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Samples: Merger Agreement (Alcatel)
Conditions to Obligation. of Each Party to Effect the MergerSale Transaction. The respective obligations of each party Party to effect the Merger Sale Transaction shall be subject to the fulfillment satisfaction or (to the extent permitted by applicable law) waiver, at or prior to the Closing Date Closing, of the following conditions:
(a) This Agreement and the Merger (and the Logistic Sale in the case of Christiana) Transaction shall have been approved and adopted by the requisite affirmative vote of the stockholders holders of Christiana and EVI, as may be required by law, by the rules a majority of the NYSE, by Section 5.3(a) and by any applicable provisions outstanding shares of their respective charters or bylawsCompany Common Stock entitled to vote thereon;
(b) The waiting period (and No temporary restraining order, preliminary or permanent injunction or other order issued by any extension thereof) applicable to court of competent jurisdiction or other legal restraint or prohibition making the consummation of the Merger Sale Transaction unlawful shall be in effect, nor shall any proceeding by any Governmental Entity seeking any of the foregoing be pending;
(c) There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Sale Transaction, which makes the consummation of the Sale Transaction illegal;
(d) Under the Federal rules and regulations relating to the National Industrial Security Program, and in the form of approvals and agreements prescribed by the U.S. Department of Defense (the "DOD"), clearance shall have been obtained from the DOD for Buyer to own and operate those portions of the TG Business that are governed by such Program, such clearance being either unconditional or subject only to such conditions as are customarily imposed under such Program and are not, in Buyer's reasonable judgment, materially burdensome to Buyer;
(e) The waiting period applicable to the Sale Transaction under the HSR Act shall have expired or been terminated;
(c) No order shall have been entered and remain in effect in terminated without 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 objection by the Antitrust Authorities to the consummation of the Logistic Sale and the Merger;
(d) The Registration Statement and a registration statement under the 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 Christiana MAE or EVI MAETransaction;
(f) The shares period of EVI Comxxx Xxxxx xxxxable upon time for any applicable review process by CFIUS relating to the determination of any threat to national security in respect of the Sale Transaction under the Exon-Xxxxxx Act shall have expired, and CFIUS shall not have taken any action or made any recommendation to the President of the United States to block or prevent consummation of the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance;Sale Transaction; and
(g) EVIAll Requisite Governmental Approvals (including, C2 without limitation, under the Exchange Act but excluding those referred to in Sections 5.2(e) and Christiana (f)), other than those the absence of which could not, individually or in the aggregate, reasonably be expected to have a TG Business Material Adverse Effect, shall have received an opinionbeen obtained or made or shall have occurred, dated as of and all conditions, if any, to such Requisite Governmental Approvals shall have been satisfied and all such Requisite Governmental Approvals shall be in full force and effect (it being agreed and understood that the Effective Date, from American Appraisal Associates, Inc. in form and substance satisfactory novation referred to them, in respect of the matters described in Section 2.2(u4.10(iii) may not be obtained from the U.S. Government until after the Closing); and
(h) All approvals and consents of third Persons (i) the granting of which 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 Christiana MAE or an EVI MAE.
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