Conditions to Obligations of Each Party. The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6:
Conditions to Obligations of Each Party. The obligations of the parties to consummate the transactions contemplated hereby shall be subject to the fulfillment on or prior to the Closing Date of the following conditions:
Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company):
Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):
Conditions to Obligations of Each Party. The respective obligations of each of the parties hereto to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver by Acquiror and the Company at or prior to the Effective Time of the following conditions:
Conditions to Obligations of Each Party. The respective obligation of each Party to consummate the Closing is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any one or more of which may be waived in writing, in whole or in part, as to a Party by such Party (in such Party’s sole discretion):
Conditions to Obligations of Each Party. The respective obligations of each party to consummate the Transactions shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:
(a) As of the Closing Date, no Legal Action shall be pending before any Authority seeking to enjoin, restrain, prohibit or make illegal the consummation of the Transactions or the Other Transactions or to obtain substantial damages with respect to the consummation of the Transactions or the Other Transactions, and there shall not be in effect any order, injunction, judgment decree, ruling or arbitration award of a Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transactions or the Other Transactions;
(b) Any waiting period (and any extension thereof) applicable to the consummation of the Transactions or the Other Transactions under the Hxxx-Xxxxx-Xxxxxx Act shall have expired or early termination shall have been granted;
(c) Except with respect to the Hxxx-Xxxxx-Xxxxxx Act (which is addressed in Section 7.1(b)) all authorizations, consents or approvals required to be obtained from all Authorities prior to the consummation of the Transactions and the Other Transactions, shall have been obtained from all such Authorities, except for such authorizations, consents and approvals the failure to obtain would not reasonably be expected to have a Material Adverse Effect;
(d) No more than forty percent (40%) of the Tower Sites and Tower Structures under this Agreement and the Other Purchase Agreement, taken in the aggregate, have been designated as either Rejected Sites or Remedial Sites
(e) All of the closing conditions contained in Article 7 of the Other Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof, and the initial closing of the Other Transactions shall be occurring simultaneously with the Closing hereunder; and
(f) The Escrow Agent shall have executed and delivered the Remedial Site Escrow Agreement, if applicable.
Conditions to Obligations of Each Party. The respective obligations of the Purchaser, the Sellers and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver in writing by the Purchaser (on behalf of itself) and the Sellers (on behalf of themselves and the Company) as of the Closing of the following conditions:
Conditions to Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions:
(a) the Company Stockholder Approval shall have been obtained;
(b) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated;
(c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger;
(d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC;
(e) the Tyco Common Shares to be issued in the Merger shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance; and
(f) The Company shall have received an opinion, dated the Closing Date, of Ropes & Xxxx in form and substance reasonably satisfactory to the Company, and Parent shall have received an opinion, dated the Closing Date, of PricewaterhouseCoopers LLP in form and substance reasonably satisfactory to Parent, to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code, and (ii) the transfer of Company Common Stock by Company stockholders pursuant to the Merger, other than by Company stockholders who are or will be "5% transferee shareholders" within the meaning of Treasury Regulation Section 1.367(a)-3(c)(5)(ii), will not be treated as a transfer to an entity that is not considered to be a corporation pursuant to Section 367(a)(1) of the Code and the Treasury Regulations thereunder. In rendering such opinion, Ropes & Xxxx and PricewaterhouseCoopers LLP shall be entitled to rely on customary representations and covenants of officers of Tyco, Parent and the Company in form and substance reasonably satisfactory to them and other reasonable assumptions set forth therein.
Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are subject to the fulfillment or waiver at or prior to the Merger Time of the conditions set forth in the paragraphs below:
(a) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRS.
(c) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchang...
