Conditions to Obligations of Each Party to Close. The obligations of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, on or before the Closing Date, of the following conditions:
Conditions to Obligations of Each Party to Close. The respective obligations of each party to effect the transactions contemplated by this Agreement are subject to the satisfaction or, where legally permitted, waiver by such party, prior to or at the Primary Closing, of each of the following conditions:
(a) No statute, rule, regulation, executive order, decree, ruling, permanent injunction or other permanent order shall have become effective (and final and nonappealable) permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby.
(b) All Regulatory Approvals set forth on Schedule 11.1(b) (the “Required Government Approvals”) shall have been obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early.
Conditions to Obligations of Each Party to Close. The respective obligations of each party to effect the transactions contemplated by this Agreement are subject to the satisfaction or, where legally permitted, waiver by such party, prior to or at the Closing, of each of the following conditions:
(a) No statute, rule, regulation, executive order, decree, ruling, permanent injunction or other permanent order shall have become effective (and final and nonappealable) permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby.
(b) All Regulatory Approvals shall have been obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early.
(c) The Xxxx of Sale and Assignment and Assumption Agreement shall have been duly executed by the parties.
Conditions to Obligations of Each Party to Close. The respective obligations of each party to effect the transactions contemplated by this Agreement are subject to the satisfaction or, where legally permitted, waiver by such party, prior to or at the Closing, of each of the following conditions:
(a) No statute, rule, regulation, executive order, decree, ruling, permanent injunction or other permanent order shall have become effective (and final and nonappealable) permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby.
(b) All Regulatory Approvals set forth on Schedule 11.1(b) (the “Required Government Approvals”) shall have been obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early.
(c) The Primary Closing (as defined in the Primary Purchase Agreement) shall have occurred.
(d) Assignor shall have received confirmation from HSBC that in HSBC’s reasonable judgment this Agreement complies with Section 7.11 of the Primary Purchase Agreement and with all conditions to Assignment in the Primary Purchase Agreement.
Conditions to Obligations of Each Party to Close. The respective obligations of each Party to this Agreement to consummate the Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following condition(s), any of which may be waived by the Buyers and/or the Sellers, as applicable, in writing:
(a) No Legal Impediments to Closing. There shall not be in effect any new Legal Requirement or Order issued by any Governmental Body preventing the consummation of the Transaction, seeking any Damages as a result of the Transaction, or otherwise affecting the right or ability of any Buyer to own the Target Interests or operate or control any Hyperlink Company as contemplated herein, nor shall any Proceeding be pending that seeks any of the foregoing. There shall not be any new Legal Requirement that (i) prohibits any Seller from selling the Target Interests as contemplated herein, (ii) prohibits any Buyer from owning the Target Interests or operating or controlling any Hyperlink Company as contemplated herein, or (iii) makes this Agreement or the consummation of the Transaction illegal.
Conditions to Obligations of Each Party to Close. The obligations of each Party hereunder are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived in writing by MultiCell and Alliance):
Conditions to Obligations of Each Party to Close. The obligations of each Party to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by such Party, prior to or at the Closing, of the condition that no Law shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby or the effective operation or enjoyment by Purchaser of the Transferred Assets or the Business.
Conditions to Obligations of Each Party to Close. The respective obligations of each Party to effect (x) the First Transaction shall be subject to the satisfaction or waiver, at or prior to the First Closing Date, and (y) the Second Transaction shall be subject to the satisfaction or waiver, at or prior to the Second Closing Date, of each of the following conditions (in the case of the foregoing clauses (x) and (y), only to the extent that such conditions apply to the First Transaction or the Second Transaction, as applicable):
Conditions to Obligations of Each Party to Close. The respective obligations of each party to this Agreement to consummate the Merger shall be subject to the satisfaction, on or prior to the Closing, of each of the following condition(s), any of which may be waived by Purchaser or Seller, as applicable, in writing:
(a) No Legal Impediments to Closing. There shall not be in effect any Order issued by any Governmental Authority preventing the consummation of the Merger, seeking any damages as a result of the Merger, or otherwise affecting the right or ability of Purchaser to own, operate or control the Company and the Subsidiaries, nor shall any Legal Proceeding be pending that seeks any of the foregoing. There shall not be any Legal Requirement prohibiting Seller from selling or Purchaser from owning, operating or controlling the Company and the Subsidiaries or that makes this Agreement or the consummation of the Merger illegal.
Conditions to Obligations of Each Party to Close. The respective obligations of each party to effect the transactions contemplated by this Agreement are subject to the satisfaction or, where legally permitted, waiver by such party, prior to or at the Closing, of each of the following conditions:
(a) No statute, rule, regulation, executive order, decree, ruling, permanent injunction or other permanent order shall have become effective (and final and nonappealable) permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby.
(b) All Regulatory Approvals shall have been obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early.
(c) Average Assumed Deposits shall not be less than $3,273,446,353.06. In the event that, as of the originally-scheduled Conversion Date, the condition in this Section 10.1(c) shall have been satisfied, this condition shall be deemed permanently satisfied and shall not be subject to recalculation or adjustment as a result of any delay in the Conversion Date as provided in Section 7.11(a) or otherwise.
(d) If the condition set forth in Section 10.1(c) shall not be satisfied as of the Closing Date, and shall not have been waived in writing by both parties at or prior to the Closing Date, either party, upon written notice to the other party, may delay the Closing Date for a period of twenty (20) Business Days, during which time this Agreement shall remain in effect, in order to provide a period of time during which the parties shall meet and confer about a possible resolution of the matter. If no such resolution shall have been agreed upon in writing by the parties by the end of such period, then this Agreement shall automatically terminate and be of no further force or effect except as provided in Section 11.2.
