Common use of Conditions to Obligations of Each Party to Effect the Closing Clause in Contracts

Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of each party to this Agreement to consummate the Stock Purchase and to take the other actions required to be taken by them pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of the following conditions (unless waived in writing by all parties): (a) Governmental and Regulatory Approvals. Approvals from any Governmental or Regulatory Authority (if any) necessary for consummation of the transactions contemplated by this Agreement shall have been obtained. (b) No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other Order issued by any Governmental or Regulatory Authority or other legal or regulatory restraint or prohibition preventing the consummation of the Stock Purchase shall be in effect (and no notice shall have been given of the intent to commence proceedings for such an Order or other prohibition); nor shall there be any action taken, or any Law or Order enacted, entered, enforced or deemed applicable to the Stock Purchase or the other transactions contemplated by the terms of this Agreement that would prohibit the consummation of the Stock Purchase; provided, however, that the party invoking this condition must use all commercially reasonable efforts to have such Order or injunction vacated.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Connecture Inc), Stock Purchase Agreement (Connecture Inc)

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Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of each party to this Agreement to consummate and effect and the Stock Purchase and to take the other actions required to be taken by them pursuant to this Agreement transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions (unless waived conditions, any of which may be waived, in writing writing, by agreement of all parties):the parties hereto: (a) Governmental and Regulatory Approvals. Approvals from any Governmental or Regulatory Authority (if any) necessary for consummation of the transactions contemplated by this Agreement shall have been obtained. (b) No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other Order order issued by any Governmental or Regulatory Authority court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Stock Purchase transactions contemplated hereby shall be in effect (and no notice effect, nor shall have been given any proceeding brought by an administrative agency or commission or other Governmental Entity or instrumentality, domestic or foreign, seeking any of the intent to commence proceedings for such an Order or other prohibition)foregoing be pending; nor shall there be any action taken, or any Law statute, rule, regulation or Order order enacted, entered, enforced or deemed applicable to the Stock Purchase or the other transactions contemplated by the terms of this Agreement that would prohibit hereby, which makes the consummation of the Stock Purchase; providedtransactions contemplated hereby illegal. In the event an injunction or other order shall have been issued, however, that the each party invoking this condition must agrees to use all commercially its reasonable efforts to have such Order injunction or injunction vacatedother order lifted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spyglass Inc)

Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of each party to this Agreement to consummate the Stock Purchase and to take the other actions required to be taken by them pursuant to effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (unless waived conditions, any of which may be waived, in writing writing, by agreement of all parties):the parties hereto: (a) Governmental and Regulatory Approvals. Approvals from any Governmental or Regulatory Authority (if any) necessary for consummation of the transactions contemplated by this Agreement shall have been obtained. (b) No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other Order order issued by any Governmental or Regulatory Authority court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Stock Purchase transactions contemplated hereby shall be in effect (and no notice effect, nor shall have been given any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the intent to commence proceedings for such an Order or other prohibition)foregoing be pending; nor shall there be any action taken, or any Law statute, rule, regulation or Order order enacted, entered, enforced or deemed applicable to the Stock Purchase or the other transactions contemplated by the terms of this Agreement that would prohibit hereby, which makes the consummation of the Stock Purchase; providedtransactions contemplated hereby illegal. In the event an injunction or other order shall have been issued, however, that the each party invoking this condition must agrees to use all commercially reasonable best efforts to have such Order injunction or injunction vacatedother order lifted.

Appears in 1 contract

Samples: Share Purchase Agreement (Com21 Inc)

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Conditions to Obligations of Each Party to Effect the Closing. The respective obligations of each party to this Agreement to consummate the Stock Purchase and to take the other actions required to be taken by them pursuant to effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions (unless waived conditions, any of which may be waived, in writing writing, by agreement of all parties):the parties hereto: (a) Governmental and Regulatory Approvals. Approvals from any Governmental or Regulatory Authority (if any) necessary for consummation of the transactions contemplated by this Agreement shall have been obtained. (b) No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other Order order issued by any Governmental or Regulatory Authority court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Stock Purchase transactions contemplated hereby shall be in effect (and no notice effect, nor shall have been given any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the intent to commence proceedings for such an Order or other prohibition)foregoing be pending; nor shall there be any action taken, or any Law statute, rule, regulation or Order order enacted, entered, enforced or deemed applicable to the Stock Purchase or the other transactions contemplated by the terms of this Agreement that would prohibit hereby, which makes the consummation of the Stock Purchase; providedtransactions contemplated hereby illegal. In the event an injunction or other order shall have been issued, however, that the each party invoking this condition must agrees to use all commercially reasonable best efforts to have such Order injunction or injunction vacatedother order lifted.

Appears in 1 contract

Samples: Share Purchase Agreement (Cisco Systems Inc)

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