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 or waiver at or prior to the Effective Time of each of the following conditions: (a) the Company shall have obtained the Company Requisite Vote; (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 governmental authority which prohibits, restrains or enjoins the consummation of the Merger or makes such consummation illegal; and (c) all material consents, filings, approvals, orders or authorizations from any governmental authority required to consummate the Merger or any of the transactions contemplated hereby shall have been obtained or made, except for any such consents, filings, approvals, orders, or authorizations, the failure of which to have been obtained or made prior to the Effective Time would not, individually or in the aggregate, provide a reasonable basis to conclude that the parties or their respective directors or officers would be subject to the risk of criminal prosecution.

Conditions to Obligation. of Each Party to Effect the Merger---------------------------------------------------- Transactions 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 or waiver fulfillment at or prior to the Effective Time of each Closing Date of the following conditions: (a) all governmental and other consents and approvals, if any, necessary to permit the Company consummation of the transactions contemplated by this Agreement shall have obtained the Company Requisite Vote;been obtained; and (b) no stop order or other order enjoining the sale of the Shares to be purchased and sold at the Closing shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the Commission or any commissioner of corporations or similar officer of any state having jurisdiction over this transaction and 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, 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 governmental authority which prohibits, restrains shall be in effect that would restrain or enjoins otherwise prevent the consummation of the Merger or makes such consummation illegal; and (c) all material consents, filings, approvals, orders or authorizations from any governmental authority required to consummate the Merger or any of the transactions contemplated hereby shall have been obtained or made, except for any such consents, filings, approvals, orders, or authorizations, by the failure of which to have been obtained or made prior to the Effective Time would not, individually or in the aggregate, provide a reasonable basis to conclude that the parties or their respective directors or officers would be subject to the risk of criminal prosecutionAgreement.

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 each of the following conditions: (a) the Company shall have obtained the Company Requisite Vote; (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 governmental authority which prohibits, restrains or enjoins the consummation of the Merger or makes such consummation illegal; and (c) all material consents, filings, approvals, orders or authorizations from any governmental authority required to consummate the Merger or any of the transactions contemplated hereby shall have been obtained or mademade without the imposition of material conditions, except for any such consents, filings, approvals, orders, or authorizations, the failure of which to have been obtained or made prior to the Effective Time would not, individually or in the aggregate, have a Company Material Adverse Effect or provide a reasonable basis to conclude that the parties or their respective directors or officers would be subject to the risk of criminal prosecution.