Conditions to Obligations of Both Parties. The obligations of both parties to effect the Merger are subject to the fulfillment prior to or at the Closing Date of each of the following conditions, any one or more of which may be waived by the parties:
Conditions to Obligations of Both Parties. All of the obligations of both parties under this Agreement are subject to the fulfillment prior to or at the Closing Date of each of the following conditions, any one or more of which may be waived by the parties:
Conditions to Obligations of Both Parties. The obligations of each Party to consummate the transactions contemplated by the Transaction Documents are subject to the fulfillment, at or before the Closing, of each of the following conditions:
(a) No Law is in effect, and no Governmental Authority has enacted, issued, promulgated, enforced or entered any Governmental Order, that has the effect of making the transactions contemplated by the Transaction Documents illegal, otherwise restraining, enjoining, or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) No waiting period (including any extensions thereof) under Antitrust Laws or investigation by a Governmental Authority relating to the transactions contemplated by the Transaction Documents is unexpired or pending.
Conditions to Obligations of Both Parties. The obligations of both parties to close the transactions contemplated by this Agreement are subject to the satisfaction on or before the Closing Date of each of the following conditions:
Conditions to Obligations of Both Parties. The obligations of CSBI, Merger Sub and Eldorado to consummate the Merger are subject to the satisfaction of each of the following conditions:
Conditions to Obligations of Both Parties. (a) No United States or non-United States federal, national, supranational, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency or commission or any court, tribunal, or arbitral or judicial body (including any grand jury) (each, a “Governmental Authority”) shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, injunction, order or decree (in each case, whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by the Transaction Agreements.
(b) No action, suit, proceeding or investigation shall have been instituted or threatened by a Governmental Authority or any third party that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by the Transaction Agreements.
Conditions to Obligations of Both Parties. The respective obligations of each party to this Agreement to effect the RE Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in a writing executed by the applicable Party or Parties:
(a) the conditions set forth in Section 6.1 of the Equity Purchase Agreement (except for Section 6.1(c)) shall have been satisfied or waived by PropCo Buyer, Sellers and OpCo Buyer in writing in accordance with its terms; it being understood and agreed that (x) the conditions set forth in Section 6.1 of the Equity Purchase Agreement (except for Section 6.1(c)) are conditions to each of Sellers’ and PropCo Buyer’s respective obligations to consummate the RE Closing as if repeated in this Section 5.1(a) and (y) no waiver of any condition in Section 6.1 of the Equity Purchase Agreement by any party to the Equity Purchase Agreement shall be deemed to be a waiver of this Section 5.1(a); and
(b) the Equity Purchase Agreement shall not have been terminated in accordance with its terms.
Conditions to Obligations of Both Parties. The obligation of each party to effect the PropCo Closing is conditioned upon the satisfaction at or prior to the PropCo Closing (or waiver by both Seller and PropCo Purchaser, to the extent permitted by applicable Law) of each of the following:
(i) the conditions set forth in Section 12(a) of the OpCo PSA (except for Section 12(a)(v)) shall have been satisfied or otherwise waived by PropCo Purchaser, Seller and the OpCo Purchaser in writing (which waiver PropCo Purchaser may give or withhold in its sole discretion); it being understood and agreed (x) that the conditions set forth in Section 12(a) of the OpCo PSA (except for Section 12(a)(v)) are conditions to each of Seller’s and PropCo Purchaser’s respective obligations to consummate the PropCo Closing as if repeated in this Section 9(a) and (y) no waiver of any condition in Section 12(a) of the OpCo PSA by any party to the OpCo PSA shall be deemed to be a waiver of this Section 9(a); and
(ii) the OpCo PSA shall not have been terminated and the OpCo PSA shall close concurrently herewith.
Conditions to Obligations of Both Parties. The obligations of Buyer and Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions (any of which may be waived in writing, in whole or in part by the party entitled to enforce such condition):
(a) No governmental authority shall have enacted, issued, promulgated, enforced or entered any order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining, prohibiting or delaying consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof, and no proceedings or investigations by or before, or otherwise involving, any governmental authority shall be threatened or pending against Seller or Buyer which seek to enjoin or prevent the consummation of the transactions contemplated under this Agreement or which seek material damages in connection with the transactions contemplated hereby.
(b) Seller’s sale of the Assets to Buyer shall have been approved by the requisite vote of the stockholders of Seller (“Stockholder Approval”) in accordance with its organizational documents and the Swiss Corporation Law
Conditions to Obligations of Both Parties. The obligation of Seller and Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of the Closing, of each of the following conditions:
(a) the filings of Purchaser and Seller pursuant to the Competition and Investment Laws set forth on Section 7.01(a) of the Disclosure Schedule shall have been made, the applicable Governmental Approvals with respect thereof shall have been obtained, and all waiting period and any extensions thereof shall have expired or been terminated; and
(b) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order that is in effect and has the effect of making the transactions contemplated hereunder illegal, or otherwise restraining or prohibiting consummation of the transactions contemplated hereunder (each, a “Closing Legal Impediment”).
