Conditions to Obligations of BHC Sample Clauses

Conditions to Obligations of BHC. The obligations of BHC to perform this Agreement and consummate the Merger and the Transactions provided for herein are subject to the satisfaction of the following conditions, unless waived by BHC pursuant to Section 11.4(b) of this Agreement:
Sample 1
Conditions to Obligations of BHC. The obligation of BHC to effect the Merger is also subject to the satisfaction or waiver by BHC at or prior to the Effective Time of the following conditions: (a) The representations and warranties of BancorpSouth set forth in Article V of this Agreement, to the extent qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all respects, subject to such qualifications, and those set forth in Article V of this Agreement that are not qualified as to "materiality" or "Material Adverse Effect", shall be true and correct in all material respects, in each case as of the date of this Agreement and (except to the extent such representations and warranties speak only as of an earlier date) as of the Closing Date as though made on and as of the Closing Date. BHC shall have received a certificate signed on behalf of BancorpSouth by the Chief Executive Officer and the Chief Financial Officer of BancorpSouth to the foregoing effect. (b) Performance of Obligations of BancorpSouth. All obligations of BancorpSouth under this Agreement that are to be performed prior to the Closing, to the extent qualified as to materiality or a Material Adverse Effect, shall have been performed in all respects, and to the extent not so qualified, shall have been performed in all material respects, and BHC shall have received a certificate signed by the Chief Executive Officer of BancorpSouth to such effect. (c) No Pending Governmental Actions. No proceeding initiated by any Governmental Entity seeking an Injunction shall be pending.
Sample 1
Conditions to Obligations of BHC. In addition to the conditions contained in Section 7.01 of this AGREEMENT, the obligations of BHC to effect the MERGER shall also be subject to the fulfillment of each of the following conditions: (a) The representations and warranties of CHOICE contained in Article Three of this AGREEMENT shall be true in all material respects at and as of the date hereof and at and as of the EFFECTIVE TIME as if made at and as of such time, except to the extent that such representations and warranties are made as of a specific date; (b) CHOICE shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this AGREEMENT to be performed or complied with by it before or at the EFFECTIVE TIME; (c) There shall not have been a material adverse change in the financial condition, assets, liabilities, obligations, properties, business or prospects of CHOICE after the date of this AGREEMENT, except (i) change resulting from action taken by CHOICE pursuant to Section 5.03 or 6.06 of this AGREEMENT; (ii) change resulting from changes in banking and similar laws and regulations of general application and interpretations thereof by governmental authorities or other changes affecting depository institutions generally; (iii) changes resulting from changes in general economic conditions and prevailing interest and deposit rates; and (iv) changes resulting from expenses (such as legal, accounting and investment bankers’ fees) incurred in connection with the transaction contemplated by this AGREEMENT; (d) CHOICE shall not have incurred any damage, destruction or similar loss, not covered by insurance, materially affecting its businesses or properties; (e) CHOICE shall have delivered to BHC a certificate dated the EFFECTIVE TIME and signed by the President and Treasurer of CHOICE to the effect set forth in subsections (a), (b), (c), and (d), of this Section 7.02; (f) There shall not be any action or proceeding commenced by or before any court or governmental agency or authority in the United States, or threatened by any governmental agency or authority in the United States, that challenges or seeks to prevent or delay the consummation of the MERGER or seeks to impose material limitations on the ability of BHC or MERGERCO to exercise full rights of ownership of the assets or business of CHOICE; (g) There shall not have been proposed, nor shall there be in effect, any federal or state law, rule, regulation, order or statement of poli...
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Conditions to Obligations of BHC 
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Related to Conditions to Obligations of BHC

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of the Buyer The obligations of the Buyer under this Agreement are subject to the fulfillment, at the Closing Date, of the following conditions precedent, each of which may be waived in writing in the sole discretion of the Buyer:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

  • 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:

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of the Parties The obligation of the Parties to effect the transfer of the DLC Nuclear Assets in respect of each Plant and the other transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by each of Specified FE Subsidiaries and DLC at or prior to the DLC Nuclear Closing Date, of the following conditions in respect of each Plant: (a) The waiting period under the HSR Act applicable to the consummation of the transfer of the DLC Nuclear Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the transfer of the applicable DLC Nuclear Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the transfer of the DLC Nuclear Assets; (c) In respect of the DLC Nuclear Closing in respect of Beaver Valley, DLC shall have terminated the Beaver Valley Facilities Leases and assumed the Beaver Valley Unit 2 Indentures Notes issued pursuant to the Beaver Valley Unit 2 Lease Indentures; (d) The Applicable NRC Approval(s) shall have been obtained in respect of the transfer of such Plant; (e) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (f) The Support Agreement shall have been executed by FE and DLC; (g) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electric Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (h) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.