CONDITIONS TO OBLIGATIONS OF CAMCO, FIRST FEDERAL GFBC AND GERMANTOWN Sample Clauses

CONDITIONS TO OBLIGATIONS OF CAMCO, FIRST FEDERAL GFBC AND GERMANTOWN. Notwithstanding any other provision of this AGREEMENT, the obligations of CAMCO, FIRST FEDERAL, GFBC and GERMANTOWN to effect the COMPANY MERGER and the BANK MERGER shall be subject to the fulfillment of each of the following conditions: (a) This AGREEMENT shall have been validly adopted by the affirmative vote of the holders of at least the number of outstanding GFBC SHARES required under Delaware law and GFBC's Certificate of Incorporation and Bylaws and the BANK MERGER AGREEMENT shall have been duly authorized and approved by the shareholder of FIRST FEDERAL and the shareholder of GERMANTOWN; (b) All permits, approvals, consents, authorizations, exemptions or waivers of any federal or state governmental body or agency necessary or appropriate for consummation of the COMPANY MERGER and the BANK MERGER shall have been obtained and all notices required to be filed shall have been filed and any objection or waiting period with respect to such notice shall have expired; (c) All waivers, consents and approval of every person, in addition to those required under subsections (a) and (b) of this Section 7.01, necessary or appropriate for the consummation of the COMPANY MERGER and the BANK MERGER shall have been obtained; (d) GFBC shall have received a written fairness opinion of McDoxxxx & Company Securities, Inc., dated the date of this AGREEMENT and as of a date reasonably proximate to the date of the PROXY STATEMENT, to the effect that the EXCHANGE RATIO is fair to the holders of the GFBC SHARES from a financial point of view, and CAMCO shall have received a written fairness opinion from National Capital Companies, L.L.C. dated as of the date of the AGREEMENT, to the effect that the EXCHANGE RATIO is fair to the holders of the CAMCO SHARES from a financial point of view; (e) There shall not be in effect any federal or state law, rule or regulation or any order or decision of a court of competent jurisdiction which prevents or materially delays the consummation of the COMPANY MERGER or the BANK MERGER; (f) CAMCO and GFBC shall have received an opinion of Vorys, Satex, Xxxxxxx and Peasx xx the effect that the COMPANY MERGER and the BANK MERGER, when consummated in accordance with the terms hereof and the BANK MERGER AGREEMENT, will each constitute a reorganization within the meaning of Section 368(a)(1)(A) of the CODE and that no gain or loss will be recognized by GFBC shareholders to the extent they receive CAMCO SHARES in exchange for GFBC SHARES; (g) The REG...
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Related to CONDITIONS TO OBLIGATIONS OF CAMCO, FIRST FEDERAL GFBC AND GERMANTOWN

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent 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 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 the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • 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 Obligation 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:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

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