Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) Unless the Offer has been terminated pursuant to Section 1.1(e), the Offer shall have been consummated in accordance with its terms; PROVIDED, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant to the Offer other than as a result of a failure of a condition thereof; (b) If the Offer has been terminated pursuant to Section 1.1(e), the waiting period applicable to the consummation of the Merger under the H-S-R Act shall have expired or been terminated; (c) the requisite approval of the respective shareholders of Parent (if required), and of the Company shall have been obtained; (d) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received; (e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSE, TSE and ME subject to official notice of issuance; (f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and (g) there shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Shares.
Appears in 2 contracts
Samples: Merger Agreement (Quebecor Printing Inc), Agreement and Plan of Merger (World Color Press Inc /De/)
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall and to consummate the other transactions contemplated hereby will be subject to the fulfillment at or prior to the Effective Time Closing of the following conditions:
(a) Unless the Offer has been terminated pursuant to Section 1.1(e), the Offer shall have been consummated in accordance with its terms; PROVIDED, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant to the Offer other than as a result of a failure of a condition thereof;
(b) If the Offer has been terminated pursuant to Section 1.1(e), the waiting period applicable to the consummation of the Merger under the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company shall have been obtained;
(d) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the The Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on and adopted by the NYSErequisite vote of the stockholders of Marshalltown as required by law, TSE and ME subject to official notice by any applicable provisions of issuance;its certificate of incorporation and by-laws.
(fb) there The Merger and the other transactions contemplated hereby shall have been no law, statute, rule or regulation in approved by the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e)OTS and any other regulatory authority without any condition, in the reasonable judgement opinion of HMN, unduly burdensome to HMN, all conditions required to be satisfied prior to the Company)Effective Time imposed by the terms of such approvals shall have been satisfied and all waiting period relating to such approvals shall have expired.
(c) No order shall have been entered and remain in effect in any action or proceeding before any foreign, has Federal or state court or governmental agency or other foreign, Federal or state regulatory or administrative agency or commission that would prevent or make illegal the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and.
(gd) there There shall not have been obtained such other permits, consents and approvals of bank, thrift, insurance or securities commissions or agencies of any jurisdiction and of other governmental bodies or agencies that may reasonably be deemed necessary so that the consummation of the Merger and the other transactions contemplated hereby will be in effect compliance with applicable laws, without any preliminary or final injunction or temporary restraining order or other order or decree issued by any federalcondition, provincial or state court or administrative agency or authority in the United Statesreasonable opinion of HMN, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Sharesunduly burdensome to HMN.
Appears in 2 contracts
Samples: Merger Agreement (Marshalltown Financial Corp), Merger Agreement (HMN Financial Inc)
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
(a) Unless this Agreement and the Offer has been terminated pursuant Merger with respect to Section 1.1(e)PTI, and the Offer issuance of the SuperShuttle Common Stock, shall have been consummated in accordance with its terms; PROVIDEDapproved and/or adopted, HOWEVERas required by applicable law and the parties' Certificate/Articles of Incorporation and Bylaws, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment by the requisite vote of the Shareholders and/or the boards of directors of SuperShuttle and pay for Shares pursuant to the Offer other than as a result of a failure of a condition thereofPTI;
(b) If the Offer has been terminated pursuant to Section 1.1(e)no temporary restraining order, the waiting period applicable to preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger under shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the H-S-R Act foregoing be pending; and there shall have expired not be any action taken, or been terminatedany statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger, which makes the consummation of the Merger illegal;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company no party hereto shall have been obtainedterminated this Agreement as permitted herein;
(d) SuperShuttle and Stevx Xxxxx xxxll have entered into an Employment Agreement substantially in the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been receivedform attached hereto as Exhibit "D";
(e) SuperShuttle agrees to grant the shares of Parent Stock issuable Shareholders piggyback and demand registration rights pursuant to the Company's stockholders terms of the registration rights agreement, a form of which is attached hereto as Exhibit "E";
(f) the Registration Rights Agreement and holders the Escrow Agreement shall be executed and delivered by the parties on or before April 22, 1998; and
(g) all associated documents that are referenced in this Agreement, including, but not limited to, the Employment Agreement, the Registration Rights Agreement, the Disclosure Schedules referenced in Article 2 and Article 3, Schedule 1.1, and the Opinion Letter referenced in Section 7.2 (k) that are not in final form when this Agreement is signed, shall be completed in form and substance satisfactory to the parties as soon as possible thereafter but no later than April 22, 1998.
(a) the representations and warranties of Company Stock Options as contemplated by PTI and the Shareholders in this Agreement shall be true and correct in all material respects as of the Effective Time as if made at and as of the Effective Time (subject to any changes permitted or contemplated hereby and except for the updating or correction of the disclosures in the PTI Disclosure Schedule which do not reflect any change that is reasonably likely to have a material adverse effect on the assets, liabilities, business, results of operations, financial condition or prospects of PTI); and PTI shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Effective Time;
(b) PTI and the Shareholders shall have furnished to SuperShuttle a certificate in which PTI shall certify that the conditions set forth in Section 7.2(a) have been approved for listing fulfilled;
(c) PTI shall have furnished to SuperShuttle (i) a copy of the text of the resolutions by which the corporate action on the NYSEpart of PTI necessary to approve this Agreement and the Merger were taken and (ii) certificates executed on behalf of PTI certifying to SuperShuttle that such copy is a true, TSE correct and ME subject complete copy of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded;
(d) PTI shall have furnished to official notice SuperShuttle (i) a balance sheet dated a date not more than thirty days prior to the Effective Time (the "Current Balance Sheet") and (ii) an income statement for the period from January 1, 1998, to the date of issuancethe Current Balance Sheet;
(e) no Shareholder shall have exercised dissenter's rights;
(f) there shall have been no law, statute, rule or regulation material adverse change in the United Statesbusiness, Canadaassets, the European Union properties, financial condition or member state operating results of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; andPTI;
(g) PTI shall have obtained each consent and approval necessary in order that the Merger and the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on any of PTI's assets pursuant to the provisions of any material agreement, arrangement or understanding or any material license, franchise or permit;
(h) there shall have been no damage, destruction or loss of or to any property or properties owned or used by PTI, whether or not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued covered by any federalinsurance, provincial or state court or administrative agency or authority which in the United States, Canada, the European Union aggregate has had or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Shares.is reasonably likely to have a material adverse effect on PTI;
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Supershuttle International Inc)
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall and to consummate the other transactions contemplated hereby will be subject to the fulfillment at or prior to the Effective Time Closing of the following conditions:
(a) Unless the Offer has been terminated pursuant to Section 1.1(e), the Offer The Merger and this Agreement shall have been consummated in accordance with approved and adopted by the requisite vote of the stockholders of SECURITY as required by law and by any applicable provisions of its terms; PROVIDED, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment certificate of incorporation and pay for Shares pursuant to the Offer other than as a result of a failure of a condition thereof;bylaws.
(b) If the Offer has been terminated pursuant to Section 1.1(e), the The waiting period (and any extension thereof) applicable to the consummation of the Merger under the H-S-R HSR Act shall have expired or been terminated;.
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company No order shall have been obtained;entered and remain in effect in any action or proceeding before any foreign, Federal or state court or governmental agency or other foreign, Federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Merger.
(d) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order The Registration Statement shall be threatened or entered by the SEC or any state securities administration preventing the Mergereffective, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection post-effective amendments filed with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws SEC (if any) shall have been received;declared effective or shall have been withdrawn, and no stop-order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the SEC.
(e) The shares of RELIASTAR Common Stock into which the shares of Parent SECURITY Common Stock issuable are to the Company's stockholders and holders of Company Stock Options as contemplated by be converted pursuant to this Agreement shall have been approved for listing on the NYSE, TSE and ME New York Stock Exchange subject to official notice of issuance;.
(f) there All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental authority or other regulatory body required in connection with the execution, delivery and performance of this Agreement, the failure of which to obtain would prevent the consummation of the Merger or have, individually or in the aggregate, a Material Adverse Effect on SECURITY or a Material Adverse Effect on RELIASTAR, shall have been no lawobtained without the imposition of any conditions which would have, statute, rule individually or regulation in the United Statesaggregate, Canada, the European Union a Material Adverse Effect on SECURITY or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; andMaterial Adverse Effect on RELIASTAR.
(g) there shall not be in effect any preliminary or final injunction or temporary restraining order All authorizations, consents, waivers and approvals from parties to contracts or other order agreements to which any of SECURITY or decree issued RELIASTAR or their respective Subsidiaries is a party, or by which any federalis bound, provincial or state court or administrative agency or authority which are required to be obtained in connection with the United States, Canadatransactions contemplated by this Agreement, the European Union or any member state failure of which to obtain would prevent the European Union enjoining, restraining or otherwise prohibiting the Offer, consummation of the Merger or have, individually or in the acquisition by Purchaser of Sharesaggregate, a Material Adverse Effect on SECURITY or a Material Adverse Effect on RELIASTAR shall have been obtained.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party Party to effect the Merger shall will be subject to the fulfillment satisfaction at or prior to the Effective Time 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) Unless the Offer has been terminated pursuant to Section 1.1(e)This Agreement, the Offer Merger and the Transactions shall have been consummated approved and adopted in accordance with its terms; PROVIDEDthe CCC by the affirmative vote, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant or to the Offer other than extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company Stock then issued and outstanding as a result of a failure of a condition thereof;are required by Applicable Law and the Company's Organizational Documents for such approval and adoption,
(b) If No proceeding before any Authority or Claim by any Person shall be pending, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the Offer has been terminated pursuant consummation of the Merger or the Financing, or seeking material damages or imposing any Adverse conditions in connection therewith,
(c) Other than the filing of merger documents in accordance with the CCC and the DBCL, all authorizations, consents, waivers, orders or approvals required to Section 1.1(e)be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by VIALOG or VIALOG Merger Subsidiary and the waiting period applicable Company prior to the consummation of the Merger under and the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company Transactions shall have been obtained;
(d) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Mergerobtained from, and made with, all necessary rulings required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or orders of Canadian securities authorities exempting declarations the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(e) the shares of Parent Stock issuable failure to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSEobtain or make would not, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits assuming consummation of the Merger; and, have an Adverse Effect on the Company and the Company and its Subsidiaries taken as a whole,
(gi) there The Financing Document shall contain no untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federalmisleading, provincial or state court or administrative agency or authority (ii) the securities of VIALOG offered in the United States, CanadaFinancing shall have been sold and purchased subject only to consummation of the Merger, the European Union Participating Mergers and the Transactions, (iii) every condition to closing the Financing shall have been satisfied or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Sharesproperly waived.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger shall will be subject to the fulfillment satisfaction at or prior to the Effective Time 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) Unless the Offer has been terminated pursuant to Section 1.1(e), the Offer shall have been consummated in accordance with its terms; PROVIDED, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant to the Offer other than as a result of a failure of a condition thereof;This subsection intentionally left blank,
(b) If No proceeding before any Authority or Claim by any Person shall be pending, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the Offer has been terminated pursuant consummation of the Merger or seeking material damages or imposing any Adverse conditions in connection therewith,
(c) Other than the filing of merger documents in accordance with the BCA and the DBCL, all authorizations, consents, waivers, orders or approvals required to Section 1.1(e)be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by VIALOG or VIALOG Merger Subsidiary and the waiting period applicable Company prior to the consummation of the Merger under and the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company Transactions shall have been obtained;obtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, assuming consummation of the Merger, have an Adverse Effect on the Company.
(di) the Form F-4 The Registration Statement shall have become effective under the Securities Act and shall contain no untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not be the subject of any stop order or proceedings seeking a stop order misleading and no stop order suspending its effectiveness has been issued and no proceedings for that purpose have been instituted or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the MergerSEC, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(eii) the shares of Parent VIALOG Stock issuable to offered in the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement Public Offering shall have been approved for listing on the NYSE, TSE sold and ME purchased subject only to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and
, (giii) there every condition to closing the Public Offering (except as provided in clause (iv) immediately succeeding) shall not be in effect any preliminary have been satisfied or final injunction or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority properly waived and (iv) release of the closing documents relating to the Public Offering and distribution of the proceeds of the sale of all shares of VIALOG Stock sold and purchased in the United States, Canada, Public Offering shall have been unconditionally authorized by the European Union or any member state Underwriter upon consummation of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of SharesMerger.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger shall be subject to the fulfillment satisfaction at or prior to the Effective Time 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) Unless the Offer has been terminated pursuant to Section 1.1(e)This Agreement, the Offer Merger and the Transactions shall have been consummated approved and adopted in accordance with its terms; PROVIDEDthe DGCL by the affirmative vote, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant or to the Offer other than extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company Stock then issued and outstanding as a result of a failure of a condition thereofare required by Applicable Law and the Company's Organizational Documents for such approval and adoption;
(b) If As of the Offer has been terminated pursuant Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to restrain, prohibit, make illegal or delay materially, or seeking material damages from the Party seeking to invoke this Section 1.1(e6.1(b) (and, in case Acquiror is seeking to invoke this Section 6.1(b), the waiting period applicable Company), or to impose any Adverse conditions in connection with, the consummation of the Merger under the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company shall have been obtained;
(d) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSETransactions, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e)that might, in the reasonable judgement business judgment of the Company)Acquiror, has the effect of making the acquisition of Shares illegal or otherwise prohibits have an Adverse Effect on Acquiror and its Subsidiaries taken as a whole, assuming consummation of the Merger; and
(gc) there Other than the filing of the certificate of merger in accordance with the DGCL, all authorizations, consents, waivers, orders or approvals required to be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by Acquiror or Acquiror Merger Subsidiary and the Company prior to the consummation of the Merger and the Transactions shall not be in effect any preliminary have been obtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or final injunction declarations the failure to obtain or temporary restraining order or other order or decree issued by any federalmake as would not, provincial or state court or administrative agency or authority in the United Statesreasonable judgment of Acquiror, Canada, the European Union or any member state assuming consummation of the European Union enjoiningMerger, restraining or otherwise prohibiting have an Adverse Effect on the Offer, the Merger or the acquisition by Purchaser of SharesCompany.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
(a) Unless this Agreement (including without limitation the Offer has been terminated pursuant to Section 1.1(e), plan of merger contained herein) and the Offer Merger shall have been consummated in accordance with its terms; PROVIDED, HOWEVER, that this condition shall approved and adopted by the requisite vote or unanimous written consent of the Shareholders as may be deemed to be satisfied if Purchaser fails to accept for payment required by law and pay for Shares pursuant to by any applicable provisions of the Offer other than as a result Company's Articles of a failure of a condition thereofIncorporation and Bylaws;
(b) If the Offer has been terminated pursuant to Section 1.1(e), the waiting period applicable materials distributed with respect to the consummation Company Shareholders' Meeting shall not contain any untrue statement of a material fact and shall not omit any statement required to be contained therein or necessary to make any statement contained therein, in the Merger under the H-S-R Act shall have expired or been terminatedlight in which made, not misleading;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company shall have been obtained;
(d) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSE, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United Statesregulation, Canadadomestic or foreign, the European Union or member state of the European Union enacted or promulgated which is would make consummation of the Merger illegal;
(d) no injunction or other order entered by a United States (state or federal) court of competent jurisdiction shall have been issued and remain in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits which would prohibit consummation of the Merger; and;
(e) there shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the Merger, or seeking to obtain material damages in connection with the Merger, (ii) seeking to prohibit direct or indirect ownership or operation by Parent of all or a material portion of the business or assets of the Company or of Parent and its subsidiaries, or to compel Parent or any of its subsidiaries or the Company to dispose of or to hold separately all or a material portion of the business or assets of Parent and its subsidiaries or of the Company, as a result of the Merger, (iii) seeking to impose or confirm limitations on the ability of Parent effectively to exercise directly or indirectly full rights of ownership of any shares of Company Common Stock on all matters properly presented to the Company's shareholders, (iv) seeking to require direct or indirect divestiture by Parent of any shares of Company Common Stock or any shares of the Surviving Corporation to be issued in the Merger, (v) seeking or causing any material diminution in the direct or indirect benefits expected to be derived by Parent a result of the transactions contemplated by this Agreement, (vi) invalidating or rendering unenforceable any material provision of this Agreement (including without limitation any of the exhibits or attachments hereto) or the Letter of Intent, (vii) which otherwise might materially adversely affect the Company or Parent and its subsidiaries, or (viii) otherwise relating to the Letter of Intent or the Merger;
(f) there shall not be any action taken, or any injunction issued, or any order, statute, rule or regulation proposed, enacted, promulgated, issued or deemed applicable to the Merger by any federal, state or foreign court, government or governmental authority or agency, which may, directly or indirectly, result in any of the consequences referred to in (f) above;
(g) there shall not be have occurred (i) any general suspension of, or limitation on prices for, trading in effect securities on the Nasdaq SmallCap Market, (ii) a declaration of a banking moratorium or any preliminary suspension of payments in respect of banks in the United States or final injunction or temporary restraining order any limitation by United States authorities on the extension of credit by lending institutions, (iii) a commencement of war, armed hostilities or other order international or decree issued national calamity directly or indirectly involving the United States, (iv) any limitation by any federalgovernmental authority on, provincial or state court any other event which, in the sole judgment of Parent, might affect the extension of credit by banks or administrative agency or authority other lending institutions in the United States, Canadaor (v) in the case of any of the foregoing existing at the date hereof, a material acceleration or worsening thereof;
(h) the European Union Company shall have obtained each consent and approval necessary in order that the Merger and the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration or any member state encumbrance on any of the European Union enjoiningCompany's assets pursuant to the provisions of, restraining any agreement, arrangement or otherwise prohibiting understanding or any license, franchise or permit;
(i) there shall have been no damage, destruction or loss of or to any property or properties owned or used by the OfferCompany, whether or not covered by insurance, which in the aggregate has a material adverse effect on the Company, taken as a whole;
(j) the principal terms of this Agreement and the Merger or shall have been approved and adopted by the acquisition by Purchaser Company's shareholders in accordance with all applicable laws and regulations and the Company's Articles of Shares.Incorporation and Bylaws; and
(k) no party hereto shall have terminated this Agreement as permitted herein;
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party Party to effect the Merger shall will be subject to the fulfillment satisfaction at or prior to the Effective Time 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) Unless the Offer has been terminated pursuant to Section 1.1(e)This Agreement, the Offer Merger and the Transactions shall have been consummated approved and adopted in accordance with its terms; PROVIDEDthe BCA by the affirmative vote, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant or to the Offer other than extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company Stock then issued and outstanding as a result of a failure of a condition thereof;are required by Applicable Law and the Company's Organizational Documents for such approval and adoption,
(b) If No proceeding before any Authority or Claim by any Person shall be pending, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the Offer has been terminated pursuant consummation of the Merger or the Public Offering, or seeking material damages or imposing any Adverse conditions in connection therewith,
(c) Other than the filing of merger documents in accordance with the BCA and the DBCL, all authorizations, consents, waivers, orders or approvals required to Section 1.1(e)be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by VIALOG or VIALOG Merger Subsidiary and the waiting period applicable Company prior to the consummation of the Merger under and the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company Transactions shall have been obtained;obtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, assuming consummation of the Merger, have an Adverse Effect on the Company and the Company and its Subsidiaries taken as a whole,
(di) the Form F-4 The Registration Statement shall have become effective under the Securities Act and shall contain no untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not be misleading, (ii) the shares of VIALOG Stock offered in the Public Offering shall have been sold and purchased subject only to consummation of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, the Participating Mergers and all necessary rulings the Transactions, (iii) every condition to closing the Public Offering (except as provided in clause (iv) immediately succeeding) shall have been satisfied or orders of Canadian securities authorities exempting the distribution by Parent properly waived and (iv) release of the closing documents relating to the Public Offering and distribution of the proceeds of the sale of all shares of Parent VIALOG Stock issuable sold and purchased in connection with the Public Offering shall have been unconditionally authorized by the Underwriter upon consummation of the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;Participating Mergers,
(e) the shares The minimum number of Parent Stock issuable Participating Mergers required to the Company's stockholders and holders prevent termination pursuant to Section 8.1(b)(ii) of Company Stock Options as contemplated by this Agreement shall have been authorized and approved for listing on in accordance with Applicable Law and the NYSEOrganizational Documents of the Other Participating Companies, TSE and ME subject to official notice in the case of issuance;the Participating Mergers,
(f) there Subject to such material amendments, if any, as shall be proposed prior to Merger Closing by VIALOG to be effective immediately after Merger Closing, and to the extent reasonably satisfactory to the Company and the Other Participating Companies, the VIALOG stock option plan described in the Registration Statement shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state approved and adopted by all action (corporate and other) required for implementation thereof,
(g) Each of the European Union enacted or promulgated which is in effect andPersons named on Exhibit 7.1(g), in the judgment of including one Person proposed by a majority of the Continuing chief executive officers of the Company and the Other Participating Companies acting as a group, shall have been elected a director of VIALOG, effective immediately after the Public Offering Closing Date, and all together shall constitute the entire Board of Directors of VIALOG, each to serve until the election of the successor to, or the earlier resignation or termination of, such director. Additionally, Xxxxxx X. Xxxxx shall have been elected Chairman of the Board of Directors effective as of the Public Offering Closing Date, and
(or if h) VIALOG shall have delivered to the Offer has been terminated Exchange Agent that number of shares of VIALOG Stock as determined pursuant to Section 1.1(e), 2.1 of this Agreement and of the Participating Agreements issued in the reasonable judgement name of the Company)Stockholders and the stockholders and other Persons holding equity interests in the Participating Companies, has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and
(gi) there The Company shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority have been designated at the acquiring company for financial statement purposes in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of SharesRegistration Statement.
Appears in 1 contract
Samples: Merger Agreement (Vialog Corp)
Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party Party to effect the Merger shall will be subject to the fulfillment satisfaction at or prior to the Effective Time 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) Unless the Offer has been terminated pursuant to Section 1.1(e)This Agreement, the Offer Merger and the Transactions shall have been consummated approved and adopted in accordance with its terms; PROVIDEDthe BCA by the affirmative vote, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant or to the Offer other than extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company Stock then issued and outstanding as a result of a failure of a condition thereof;are required by Applicable Law and the Company's Organizational Documents for such approval and adoption,
(b) If No proceeding before any Authority or Claim by any Person shall be pending, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the Offer has been terminated pursuant consummation of the Merger or the Public Offering, or seeking material damages or imposing any Adverse conditions in connection therewith,
(c) Other than the filing of merger documents in accordance with the BCA and the DBCL, all authorizations, consents, waivers, orders or approvals required to Section 1.1(e)be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by VIALOG or VIALOG Merger Subsidiary and the waiting period applicable Company prior to the consummation of the Merger under and the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company Transactions shall have been obtained;obtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, assuming consummation of the Merger, have an Adverse Effect on the Company and the Company and its Subsidiaries taken as a whole,
(di) the Form F-4 The Registration Statement shall have become effective under the Securities Act and shall contain no untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not be misleading, (ii) the shares of VIALOG Stock offered in the Public Offering shall have been sold and purchased subject only to consummation of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, the Participating Mergers and all necessary rulings the Transactions, (iii) every condition to closing the Public Offering (except as provided in clause (iv) immediately succeeding) shall have been satisfied or orders of Canadian securities authorities exempting the distribution by Parent properly waived and (iv) release of the closing documents relating to the Public Offering and distribution of the proceeds of the sale of all shares of Parent VIALOG Stock issuable sold and purchased in connection with the Public Offering shall have been unconditionally authorized by the Underwriter upon consummation of the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;Participating Mergers,
(e) the shares The minimum number of Parent Stock issuable Participating Mergers required to the Company's stockholders and holders prevent termination pursuant to Section 8.1(b)(ii) of Company Stock Options as contemplated by this Agreement shall have been authorized and approved for listing on in accordance with Applicable Law and the NYSEOrganizational Documents of the Other Participating Companies, TSE and ME subject to official notice in the case of issuance;the Participating Mergers,
(f) there Subject to such material amendments, if any, as shall be proposed prior to Merger Closing by VIALOG to be effective immediately after Merger Closing, and to the extent reasonably satisfactory to the Company and the Other Participating Companies, the VIALOG stock option plan described in the Registration Statement shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state approved and adopted by all action (corporate and other) required for implementation thereof,
(g) Each of the European Union enacted or promulgated which is in effect andPersons named on Exhibit 7.1(g), in the judgment of including one Person -------------- proposed by a majority of the Continuing chief executive officers of the Company and the Other Participating Companies acting as a group, shall have been elected a director of VIALOG, effective immediately after the Public Offering Closing Date, and all together shall constitute the entire Board of Directors of VIALOG, each to serve until the election of the successor to, or the earlier resignation or termination of, such director, and
(or if h) VIALOG shall have delivered to the Offer has been terminated Exchange Agent that number of shares of VIALOG Stock as determined pursuant to Section 1.1(e), 2.1 of this Agreement and of the Participating Agreements issued in the reasonable judgement name of the Company), has Stockholders and the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and
(g) there shall not be in effect any preliminary or final injunction or temporary restraining order or stockholders and other order or decree issued by any federal, provincial or state court or administrative agency or authority Persons holding equity interests in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of SharesParticipating Companies.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party Party to effect the Merger shall will be subject to the fulfillment satisfaction at or prior to the Effective Time 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) Unless the Offer has been terminated pursuant to Section 1.1(e)This Agreement, the Offer Merger and the Transactions shall have been consummated approved and adopted in accordance with its terms; PROVIDEDthe BCA by the affirmative vote, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant or to the Offer other than extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company Stock then issued and outstanding as a result of a failure of a condition thereof;are required by Applicable Law and the Company's Organizational Documents for such approval and adoption,
(b) If No proceeding before any Authority or Claim by any Person shall be pending, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the Offer has been terminated pursuant consummation of the Merger or the Financing, or seeking material damages or imposing any Adverse conditions in connection therewith,
(c) Other than the filing of merger documents in accordance with the BCA and the DBCL, all authorizations, consents, waivers, orders or approvals required to Section 1.1(e)be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by VIALOG or VIALOG Merger Subsidiary and the waiting period applicable Company prior to the consummation of the Merger under and the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company Transactions shall have been obtained;
(d) obtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the Form F-4 shall have become effective under the Securities Act and shall not be the subject failure to obtain or make would not, assuming consummation of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, have an Adverse Effect on the Company and all the Company and its Subsidiaries taken as a whole, (d)
(i) The Financing Document shall contain no untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary rulings or orders to make the statements therein not misleading, (ii) the securities of Canadian securities authorities exempting VIALOG offered in the distribution by Parent Financing shall have been sold and purchased subject only to consummation of the shares Merger, the Participating Mergers and the Transactions, (iii) every condition to closing the Financing (except as provided in clause (iv) immediately succeeding) shall have been satisfied or properly waived and (iv) release of Parent Stock issuable the closing documents relating to the Financing and distribution of the proceeds of the sale of securities of VIALOG sold and purchased in connection with the Financing shall have been unconditionally authorized by the Underwriter upon consummation of the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSE, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and
(g) there shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Shares.Participating Mergers,
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Call Points Inc)
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
(a) Unless this Agreement (including without limitation the Offer has been terminated pursuant to Section 1.1(e), plan of merger contained herein) and the Offer Merger shall have been consummated in accordance with its terms; PROVIDED, HOWEVER, that this condition shall approved and adopted by the requisite vote or unanimous written consent of the Shareholders as may be deemed to be satisfied if Purchaser fails to accept for payment required by law and pay for Shares pursuant to by any applicable provisions of the Offer other than as a result Company's Articles of a failure of a condition thereofIncorporation and Bylaws;
(b) If the Offer has been terminated pursuant to Section 1.1(e), the waiting period applicable materials distributed with respect to the consummation Company Shareholders' Meeting, if held, shall not contain any untrue statement of a material fact and shall not omit any statement required to be contained therein or necessary to make any statement contained therein, in the Merger under the H-S-R Act shall have expired or been terminatedlight in which made, not misleading;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company shall have been obtained;
(d) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSE, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United Statesregulation, Canadadomestic or foreign, the European Union or member state of the European Union enacted or promulgated which is would make consummation of the Merger illegal;
(d) no injunction or other order entered by a United States (state or federal) court of competent jurisdiction shall have been issued and remain in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits which would prohibit consummation of the Merger; and;
(e) there shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the Merger, or seeking to obtain material damages in connection with the Merger, (ii) seeking to prohibit direct or indirect ownership or operation by Parent of all or a material portion of the business or assets of the Company or of Parent and its subsidiaries, or to compel Parent or any of its subsidiaries or the Company to dispose of or to hold separately all or a material portion of the business or assets of Parent and its subsidiaries or of the Company, as a result of the Merger, (iii) seeking to impose or confirm limitations on the ability of Parent effectively to exercise directly or indirectly full rights of ownership of any shares of Company Common Stock on all matters properly presented to the Company's shareholders, (iv) seeking to require direct or indirect divestiture by Parent of any shares of Company Common Stock or any shares of the Surviving Corporation to be issued in the Merger, (v) seeking or causing any material diminution in the direct or indirect benefits expected to be derived by Parent a result of the transactions contemplated by this Agreement, (vi) invalidating or rendering unenforceable any material provision of this Agreement (including without limitation any of the exhibits or attachments hereto) or the Letter of Intent, (vii) which otherwise might materially adversely affect the Company and the Subsidiaries or Parent and its subsidiaries, or (viii) otherwise relating to the Letter of Intent or the Merger;
(f) there shall not be any action taken, or any injunction issued, or any order, statute, rule or regulation proposed, enacted, promulgated, issued or deemed applicable to the Merger by any federal, state or foreign court, government or governmental authority or agency, which may, directly or indirectly, result in any of the consequences referred to in (e) above;
(g) there shall not be have occurred (i) any general suspension of, or limitation on prices for, trading in effect securities on the Nasdaq National Market, (ii) a declaration of a banking moratorium or any preliminary suspension of payments in respect of banks in the United States or final injunction or temporary restraining order any limitation by United States authorities on the extension of credit by lending institutions, (iii) a commencement of war, armed hostilities or other order international or decree issued national calamity directly or indirectly involving the United States, (iv) any limitation by any federalgovernmental authority on, provincial or state court any other event which, in the sole judgment of Parent, might affect the extension of credit by banks or administrative agency or authority other lending institutions in the United States, Canadaor (v) in the case of any of the foregoing existing at the date hereof, a material acceleration or worsening thereof;
(h) the Company shall have obtained each consent and approval necessary in order that the Merger and the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on any of the Company's assets pursuant to the provisions of, any agreement, arrangement or understanding or any license, franchise or permit;
(i) there shall have been no damage, destruction or loss of or to any property or properties owned or used by the Company or any of the Subsidiaries, whether or not covered by insurance, which in the aggregate has a material adverse effect on the Company, taken as a whole;
(j) the principal terms of this Agreement and the Merger shall have been approved and adopted by the Company's shareholders in accordance with all applicable laws and regulations and the Company's Articles of Incorporation and Bylaws;
(k) no party hereto shall have terminated this Agreement as permitted herein;
(l) Parent shall have completed its due diligence review of the Company and its business, including but not limited to, the European Union or any member state matters set forth on the Company Disclosure Schedules, and shall in all respects be satisfied (in its sole and absolute discretion) with the findings and results thereof; and
(m) The Board of Directors of each of the European Union enjoining, restraining or otherwise prohibiting Company and Parent shall have approved this Agreement and the Offer, the Merger or the acquisition by Purchaser of Sharestransactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Vitrix Inc /Nv/)
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
(a) Unless this Agreement and the Offer has been terminated pursuant Merger with respect to Section 1.1(e)Tamarack, and the Offer issuance of the SuperShuttle Common Stock, shall have been consummated in accordance with its terms; PROVIDEDapproved and/or adopted, HOWEVERas required by applicable law and the parties' Certificate/Articles of Incorporation and Bylaws, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment by the requisite vote of the Shareholders and/or the boards of directors of SuperShuttle and pay for Shares pursuant to the Offer other than as a result of a failure of a condition thereofTamarack;
(b) If the Offer has been terminated pursuant to Section 1.1(e)no temporary restraining order, the waiting period applicable to preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger under shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the H-S-R Act foregoing be pending; and there shall have expired not be any action taken, or been terminatedany statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger, which makes the consummation of the Merger illegal;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company no party hereto shall have been obtainedterminated this Agreement as permitted herein;
(d) SuperShuttle and Gene Xxxxx xxxll have entered into an Employment Agreement substantially in the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been receivedform attached hereto as Exhibit "D";
(e) SuperShuttle agrees to grant the shares of Parent Stock issuable Shareholders piggyback and demand registration rights pursuant to the Company's stockholders and holders terms of Company Stock Options the registration rights agreement, a form of which is attached hereto as contemplated by this Agreement shall have been approved for listing on the NYSE, TSE and ME subject to official notice of issuanceExhibit "E";
(f) there the Registration Rights Agreement and the Escrow Agreement shall have been no lawbe executed and delivered by the parties on or before April 22, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger1998; and
(g) there shall all associated documents that are referenced in this Agreement, including, but not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority in the United States, Canadalimited to, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the OfferEmployment Agreement, the Merger or Disclosure Schedules referenced in Article 2 and Article 3, Schedule 1.1 and the acquisition by Purchaser of SharesOpinion Letter referenced in Section 7.2 (k) that are not in final form when this Agreement is signed, shall be completed in form and substance satisfactory to the parties as soon as possible thereafter but no later than April 22, 1998.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Supershuttle International Inc)
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the fulfillment satisfaction at or prior to the Effective Time Closing Date of the following conditions:
(a) Unless None of the Offer has been terminated pursuant parties hereto shall be subject to Section 1.1(e), any order or injunction of a court of competent jurisdiction which prohibits the Offer consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been consummated in accordance with issued, each party agrees to use its terms; PROVIDED, HOWEVER, that this condition shall be deemed commercially reasonable efforts to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant to the Offer other than as a result of a failure of a condition thereof;have any such injunction lifted.
(b) If the Offer has been terminated pursuant to Section 1.1(e)All consents, the waiting period applicable to the consummation authorizations, orders and approvals of the Merger under the H-S-R Act shall have expired (or been terminated;
(cfilings or registrations with) the requisite approval of the respective shareholders of Parent (if required), and of the Company shall have been obtained;
(d) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable Governmental Entity required in connection with the Merger execution, delivery and the resale performance of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved given or made, except for listing on (i) the NYSE, TSE filing of the Certificate of Merger and ME subject (ii) any documents required to official notice of issuance;be filed after the Effective Time.
(fc) there Parent shall, if required by the rules of Nasdaq, have submitted to Nasdaq all required information for the listing of additional shares of Parent Common Stock with respect to the shares of Parent Common Stock to be issued pursuant to the transactions contemplated by this Agreement, including the shares of Parent Common Stock to be issued upon exercise of any Warrant.
(d) All conditions shall have been no law, statute, rule or regulation in satisfied for the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; andNote Holder Payoff and Recapitalization Agreement at and in conjunction with the Closing.
(ge) there shall Assuming the representations and warranties of the Company contained in Article II are true and correct in all material respects, immediately after the Effective Time the Surviving Corporation (i) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its debts as they become absolute and matured), and (ii) will have adequate capital with which to engage in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Sharesits business.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect consummate the Merger shall be are subject to the fulfillment satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent and Acquisition Sub at or prior to the Effective Time of the following conditions:
(a) Unless the Offer has been terminated pursuant to Section 1.1(e), the Offer Requisite Stockholder Approval shall have been consummated in accordance with its terms; PROVIDED, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant to the Offer other than as a result of a failure of a condition thereofobtained;
(b) If the Offer FINRA Approval shall have been obtained; provided, that notwithstanding the foregoing, the FINRA Approval shall not be required at or prior to the Effective Time if (i) thirty (30) calendar days have elapsed after FINRA has declared in writing (.pdf or email being sufficient) the 1017 Application filing “substantially complete” and such 1017 Application shall not have been terminated rejected by FINRA; (ii) in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger, the Registered Broker-Dealer shall have notified FINRA following the 1017 Application being declared by FINRA as “substantially complete” and at least ten (10) Business Days prior to the Effective Time that the parties hereto intend to consummate the Merger pursuant to Section 1.1(e), FINRA Rule 1017(c)(1) prior to the conclusion of FINRA’s review and written approval of the 1017 Application; and (iii) FINRA shall not have advised the parties hereto in writing or orally that (A) they are prohibited from consummating the Merger without the FINRA Approval (and FINRA did not thereafter also advise the parties in writing that such prohibition is no longer in effect) or (B) FINRA expects to disapprove the 1017 Application or grant the 1017 Application only if one or more material restrictions are imposed on the Company or the Registered Broker-Dealer or Parent or any of its Subsidiaries;
(c) any waiting period (or any extension thereof, including any agreement with any Governmental Authority to delay consummation of the Merger that was entered into by the parties hereto in accordance with the terms of this Agreement) applicable to the consummation of the Merger under the H-S-R HSR Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company terminated or early termination thereof shall have been obtained;granted; and
(d) no Governmental Authority of the Form F-4 United States shall have become effective under have, after the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened date hereof, enacted, issued, promulgated, enforced or entered by the SEC any Law or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSE, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated Order which is then in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), and has the effect of making the acquisition of Shares restraining, enjoining, rendering illegal or otherwise prohibits prohibiting consummation of the Merger; and
(g) there shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Shares.
Appears in 1 contract
Samples: Merger Agreement (Avantax, Inc.)
Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party Party to effect the Merger shall will be subject to the fulfillment satisfaction at or prior to the Effective Time 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) Unless the Offer has been terminated pursuant to Section 1.1(e)This Agreement, the Offer Merger and the Transactions shall have been consummated approved and adopted in accordance with its terms; PROVIDEDthe BCA by the affirmative vote, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant or to the Offer other than extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company Stock then issued and outstanding as a result of a failure of a condition thereof;are required by Applicable Law and the Company's Organizational Documents for such approval and adoption,
(b) If No proceeding before any Authority or Claim by any Person shall be pending, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the Offer has been terminated pursuant consummation of the Merger or the Public Offering, or seeking material damages or imposing any Adverse conditions in connection therewith,
(c) Other than the filing of merger documents in accordance with the BCA and the DBCL, all authorizations, consents, waivers, orders or approvals required to Section 1.1(e)be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by VIALOG or VIALOG Merger Subsidiary and the waiting period applicable Company prior to the consummation of the Merger under and the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company Transactions shall have been obtained;obtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, assuming consummation of the Merger, have an Adverse Effect on the Company and the Company and its Subsidiaries taken as a whole,
(di) the Form F-4 The Registration Statement shall have become effective under the Securities Act and shall contain no untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not be misleading, (ii) the shares of VIALOG Stock offered in the Public Offering shall have been sold and purchased subject only to consummation of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, the Participating Mergers and all necessary rulings the Transactions, (iii) every condition to closing the Public Offering (except as provided in clause (iv) immediately succeeding) shall have been satisfied or orders of Canadian securities authorities exempting the distribution by Parent properly waived and (iv) release of the closing documents relating to the Public Offering and distribution of the proceeds of the sale of all shares of Parent VIALOG Stock issuable sold and purchased in connection with the Public Offering shall have been unconditionally authorized by the Underwriter upon consummation of the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;Participating Mergers,
(e) the shares The minimum number of Parent Stock issuable Participating Mergers required to the Company's stockholders and holders prevent termination pursuant to Section 8.1(b)(ii) of Company Stock Options as contemplated by this Agreement shall have been authorized and approved for listing on in accordance with Applicable Law and the NYSEOrganizational Documents of the Other Participating Companies, TSE and ME subject to official notice in the case of issuance;the Participating Mergers,
(f) there Subject to such material amendments, if any, as shall be proposed prior to Merger Closing by VIALOG to be effective immediately after Merger Closing, and to the extent reasonably satisfactory to the Company and the Other Participating Companies, the VIALOG stock option plan described in the Registration Statement shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state approved and adopted by all action (corporate and other) required for implementation thereof,
(g) Each of the European Union enacted or promulgated which is in effect andPersons named on Exhibit 7.1(g), in the judgment of including one Person proposed by a majority of the Continuing chief executive officers of the Company and the Other Participating Companies acting as a group, shall have been elected a director of VIALOG, effective immediately after the Public Offering Closing Date, and all together shall constitute the entire Board of Directors of VIALOG, each to serve until the election of the successor to, or the earlier resignation or termination of, such director, and
(or if h) VIALOG shall have delivered to the Offer has been terminated Exchange Agent that number of shares of VIALOG Stock as determined pursuant to Section 1.1(e), 2.1 of this Agreement and of the Participating Agreements issued in the reasonable judgement name of the Company), has Stockholders and the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and
(g) there shall not be in effect any preliminary or final injunction or temporary restraining order or stockholders and other order or decree issued by any federal, provincial or state court or administrative agency or authority Persons holding equity interests in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of SharesParticipating Companies.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
(a) Unless this Agreement (including without limitation the Offer has been terminated pursuant to Section 1.1(e), plan of merger contained herein) and the Offer Merger shall have been consummated in accordance with its terms; PROVIDED, HOWEVER, that this condition shall approved and adopted by the requisite vote or unanimous written consent of the Shareholders as may be deemed to be satisfied if Purchaser fails to accept for payment required by law and pay for Shares pursuant to by any applicable provisions of the Offer other than as a result Company's Articles of a failure of a condition thereofIncorporation and Bylaws;
(b) If the Offer has been terminated pursuant to Section 1.1(e), the waiting period applicable materials distributed with respect to the consummation Company Shareholders' Meeting, if held, shall not contain any untrue statement of a material fact and shall not omit any statement required to be contained therein or necessary to make any statement contained therein, in the Merger under the H-S-R Act shall have expired or been terminatedlight in which made, not misleading;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company shall have been obtained;
(d) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSE, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United Statesregulation, Canadadomestic or foreign, the European Union or member state of the European Union enacted or promulgated which is would make consummation of the Merger illegal;
(d) no injunction or other order entered by a United States (state or federal) court of competent jurisdiction shall have been issued and remain in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits which would prohibit consummation of the Merger; and;
(e) there shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the Merger, or seeking to obtain material damages in connection with the Merger, (ii) seeking to prohibit direct or indirect ownership or operation by Parent of all or a material portion of the business or assets of the Company and the Subsidiaries or of Parent and its subsidiaries, or to compel Parent or any of its subsidiaries or the Company or any of the Subsidiaries to dispose of or to hold separately all or a material portion of the business or assets of Parent and its subsidiaries or of the Company and the Subsidiaries, as a result of the Merger, (iii) seeking to impose or confirm limitations on the ability of Parent effectively to exercise directly or indirectly full rights of ownership of any shares of Company Common Stock on all matters properly presented to the Company's shareholders, (iv) seeking to require direct or indirect divestiture by Parent of any shares of Company Common Stock or any shares of the Surviving Corporation to be issued in the Merger, (v) seeking or causing any material diminution in the direct or indirect benefits expected to be derived by Parent a result of the transactions contemplated by this Agreement, (vi) invalidating or rendering unenforceable any material provision of this Agreement (including without limitation any of the exhibits or attachments hereto) or the Letter of Intent, (vii) which otherwise might materially adversely affect the Company and the Subsidiaries or Parent and its subsidiaries, or (viii) otherwise relating to the Letter of Intent or the Merger;
(f) there shall not be any action taken, or any injunction issued, or any order, statute, rule or regulation proposed, enacted, promulgated, issued or deemed applicable to the Merger by any federal, state or foreign court, government or governmental authority or agency, which may, directly or indirectly, result in any of the consequences referred to in (e) above;
(g) there shall not be have occurred (i) any general suspension of, or limitation on prices for, trading in effect securities on the Nasdaq National Market, (ii) a declaration of a banking moratorium or any preliminary suspension of payments in respect of banks in the United States or final injunction or temporary restraining order any limitation by United States authorities on the extension of credit by lending institutions, (iii) a commencement of war, armed hostilities or other order international or decree issued national calamity directly or indirectly involving the United States, (iv) any limitation by any federalgovernmental authority on, provincial or state court any other event which, in the sole judgment of Parent, might affect the extension of credit by banks or administrative agency or authority other lending institutions in the United States, Canadaor (v) in the case of any of the foregoing existing at the date hereof, a material acceleration or worsening thereof;
(h) the Company and its Subsidiaries shall have obtained each consent and approval necessary in order that the Merger and the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on any of the Company's or the Subsidiaries' assets pursuant to the provisions of, any agreement, arrangement or understanding or any license, franchise or permit;
(i) there shall have been no damage, destruction or loss of or to any property or properties owned or used by the Company or any of the Subsidiaries, whether or not covered by insurance, which in the aggregate has a material adverse effect on the Company and the Subsidiaries, taken as a whole;
(j) the principal terms of this Agreement and the Merger shall have been approved and adopted by the Company's shareholders in accordance with all applicable laws and regulations and the Company's Articles of Incorporation and Bylaws;
(k) no party hereto shall have terminated this Agreement as permitted herein;
(l) Parent shall have completed its due diligence review of the Company and its business, including but not limited to, the European Union or any member state matters set forth on the Company Disclosure Schedules, and shall in all respects be satisfied (in its sole and absolute discretion) with the findings and results thereof; and
(m) The Board of Directors of each of the European Union enjoining, restraining or otherwise prohibiting Company and Parent shall have approved this Agreement and the Offer, the Merger or the acquisition by Purchaser of Sharestransactions contemplated hereby.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party the Company and the Purchaser to effect consummate the Merger shall be are subject to the fulfillment satisfaction at or prior to the Effective Time Closing Date of the following conditions:conditions (unless waived by the parties in accordance with the provisions of Section 9.4 hereof):
(a) Unless the Offer has been terminated pursuant to Section 1.1(e)No preliminary or permanent injunction or other order, the Offer decree, judgment or provision of applicable Laws shall have been consummated entered and remain in accordance with its terms; PROVIDED, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant to effect by any Governmental Entity which prevents the Offer other than as a result consummation of a failure of a condition thereof;the Merger.
(b) If There shall not be pending any suit, action or proceeding by any Governmental Entity seeking to prohibit the Offer has been terminated pursuant to Section 1.1(e)consummation of the Merger.
(c) The Company and the Purchaser shall have obtained all (i) consents and approvals from Governmental Entities necessary or required for the consummation of the transactions contemplated under this Agreement, the waiting period applicable to absence of which would have a Company Material Adverse Effect or would prevent the consummation of the Merger under or the H-S-R Act shall have expired or been terminated;
transactions contemplated hereby, and (cii) the requisite approval of consents and approvals from the respective shareholders of Parent (if required)third parties identified on Schedule 7.1(c) attached hereto, all on terms and of conditions reasonably satisfactory to the Company shall have been obtained;Purchaser.
(d) the Form F-4 The Company shall have become effective under obtained the Securities Act and shall following votes of its shareholders approving this Agreement (collectively, the “Company Shareholder Approval”): (i) the affirmative vote of not less than 80 percent (80%) of the votes entitled to be cast at the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered Company Shareholders’ Meeting by the SEC outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single voting group; (ii) the affirmative vote of not less than sixty-six and two-thirds percent (66 2/3%) of the votes entitled to be cast at the Company Shareholders’ Meeting by the holders of the outstanding shares of Class A Common Stock and Class B Common Stock not beneficially owned by the Purchaser, or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with Contributing Shareholders or otherwise beneficially owned by a significant shareholder that is a party to the Merger and or an affiliate or associate thereof (as such terms are used in Section 180.1131 of the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
WBCL) voting together as a single voting group; (eiii) the shares affirmative vote of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSE, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of not less than a majority of the Continuing Directors votes entitled to be cast at the Company Shareholders’ Meeting by the outstanding shares of Class A Common Stock, voting as a separate voting group; and (or if iv) the Offer has been terminated pursuant affirmative vote of not less than a majority of the votes entitled to Section 1.1(e)be cast at the Company Shareholders’ Meeting by the outstanding shares of Class B Common Stock, voting as a separate voting group, in each case at a duly held meeting of shareholders called for the reasonable judgement purpose of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and
(g) there shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Sharesvoting on this Agreement.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at satisfaction on or prior to the Effective Time Closing Date of each of the following conditions:conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law):
(a) Unless the Offer has been terminated pursuant Merger Sub shall have made, or caused to Section 1.1(e)be made, the Offer and shall have been consummated in accordance with its termspurchased, or caused to be purchased, the Shares pursuant to the Offer; PROVIDED, HOWEVERprovided, that this condition shall be deemed to be have been satisfied with respect to the obligation of the Purchaser and Merger Sub to effect the Merger if Purchaser Merger Sub fails to accept for payment and or pay for Shares pursuant to the Offer other than as a result in violation of a failure the terms of a condition thereof;the Offer or of this Agreement.
(b) If the Offer has been terminated pursuant to Section 1.1(e)required by Delaware Law, the waiting period applicable to the consummation of the Merger under the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company shall have been obtained;
(d) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on and adopted by the NYSE, TSE and ME subject to official notice requisite vote of issuance;the stockholders of the Company.
(fc) there No statute, rule, regulation, judgment, writ, decree, order or injunction (whether temporary, preliminary or permanent) shall have been promulgated, enacted, entered or enforced, and no lawother action shall have been taken, statuteby any government or governmental, rule administrative or regulation regulatory authority or by any court of competent jurisdiction, that in the United States, Canada, the European Union or member state any of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), foregoing cases has the effect of making the acquisition of Shares illegal or restraining, enjoining or otherwise prohibits prohibiting or materially restricting the consummation of the Merger; and
(g) there provided that this condition shall not be in deemed to have been satisfied with respect to the obligation of the Purchaser and Merger Sub to effect the Merger if the Purchaser's or Merger Sub's failure to comply with its obligations under SECTION 6.7 materially contributed to the issuance of any preliminary or final injunction or temporary restraining such judgment, writ, decree, order or other order or decree issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Sharesinjunction.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Effective Time Closing Date of the following conditions:
(a) Unless This Agreement and the Offer has been terminated pursuant to Section 1.1(e), the Offer Merger shall have been consummated in accordance with its terms; PROVIDED, HOWEVER, that this condition shall approved and adopted by the requisite vote of the stockholders of Weatherford and the stockholders of Enterra as may be deemed to be satisfied if Purchaser fails to accept for payment required by law and pay for Shares pursuant to the Offer other than as a result by any applicable provisions of a failure their respective certificates of a condition thereofincorporation or bylaws;
(b) If the Offer has been terminated pursuant to Section 1.1(e), the The waiting period (and any extension thereof) applicable to the consummation of the Merger under the H-S-R HSR Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company No order shall have been obtainedentered and remain in effect in any action or proceeding before any foreign, federal or state court or governmental agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Merger;
(d) The Registration Statement shall be effective on the Form F-4 Closing Date, and all post-effective amendments filed shall have become been declared effective under the Securities Act and or shall not be the subject of any stop order or proceedings seeking a stop order have been withdrawn; and no stop order or similar restraining order shall be threatened or entered by suspending the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws effectiveness thereof shall have been receivedissued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the Commission;
(e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement There shall have been approved for listing obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Merger and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have a Material Adverse Effect on the NYSE, TSE and ME subject to official notice of issuance;Enterra or Weatherford; and
(f) there shall have been no lawAll approvals of private persons, statutefinancial institutions or corporations, rule or regulation in (i) the United States, Canada, the European Union or member state granting of the European Union enacted or promulgated which is in effect and, in necessary for the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and
(g) there shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser transactions contemplated in connection therewith and (ii) the non-receipt of Shareswhich would have a Material Adverse Effect on Enterra or Weatherford, shall have been obtained.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party Party to effect the Merger shall will be subject to the fulfillment satisfaction at or prior to the Effective Time 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) Unless the Offer has been terminated pursuant to Section 1.1(e)This Agreement, the Offer Merger and the Transactions shall have been consummated approved and adopted in accordance with its terms; PROVIDEDthe BCA by the affirmative vote, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant or to the Offer other than extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company Stock then issued and outstanding as a result of a failure of a condition thereof;
are required by Applicable Law and the Company's Organizational Documents for such approval and adoption, (b) If No proceeding before any Authority or Claim by any Person shall be pending, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the Offer has been terminated pursuant consummation of the Merger or the Financing, or seeking material damages or imposing any Adverse conditions in connection therewith, (c) Other than the filing of merger documents in accordance with the BCA and the DBCL, all authorizations, consents, waivers, orders or approvals required to Section 1.1(e)be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by VIALOG or VIALOG Merger Subsidiary and the waiting period applicable Company prior to the consummation of the Merger under and the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company Transactions shall have been obtained;
(d) obtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the Form F-4 shall have become effective under the Securities Act and shall not be the subject failure to obtain or make would not, assuming consummation of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, have an Adverse Effect on the Company and all the Company and its Subsidiaries taken as a whole,
(i) The Financing Document shall contain no untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary rulings or orders to make the statements therein not misleading, (ii) the securities of Canadian securities authorities exempting VIALOG offered in the distribution by Parent Financing shall have been sold and purchased subject only to consummation of the shares Merger, the Participating Mergers and the Transactions, (iii) every condition to closing the Financing (except as provided in clause (iv) immediately succeeding) shall have been satisfied or properly waived and (iv) release of Parent Stock issuable the closing documents relating to the Financing and distribution of the proceeds of the sale of securities of VIALOG sold and purchased in connection with the Financing shall have been unconditionally authorized by the Underwriter upon consummation of the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSE, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and
(g) there shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Shares.Participating Mergers,
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Call Points Inc)
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the fulfillment satisfaction at or prior to the Effective Time Closing of the following conditions:
(a) Unless Governmental and Regulatory Approvals. Approvals from any Governmental or Regulatory Authority (if any) necessary for consummation of the Offer has been terminated pursuant to Section 1.1(e), the Offer transactions contemplated hereby shall have been consummated in accordance with its termstimely obtained; PROVIDED, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant to the Offer other than as a result of a failure of a condition thereof;
(b) If the Offer has been terminated pursuant to Section 1.1(e), the any waiting period applicable to the consummation -58- 66 of the Merger under the H-S-R HSR Act (other than with respect to the receipt of Parent Common Stock by a stockholder of the Company) shall have expired or been terminated;.
(cb) the requisite approval No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other Order issued by any court of the respective shareholders of Parent (if required), and of the Company shall have been obtained;
(d) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order competent jurisdiction or proceedings seeking a stop order and no stop order Governmental or similar restraining order shall be threatened Regulatory Authority or entered by the SEC other legal or any state securities administration regulatory restraint or prohibition preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(e) the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSE, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and
(g) there Merger shall not be in effect effect; nor shall there be any preliminary Law or final injunction Order enacted, entered, enforced or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, deemed applicable to the Merger or the acquisition other transactions contemplated by Purchaser the terms of Sharesthis Agreement that would prohibit the consummation of the Merger or require Parent to (i) hold separate the assets of the Surviving Corporation or (ii) not exercise full voting rights with respect to its shares of capital stock of the Surviving Corporation or (iii) which would permit consummation of the Merger only if certain divestitures were made or if Parent were to agree to limitations on its or its Subsidiaries' business activities or operations.
Appears in 1 contract
Samples: Merger Agreement (Broadcom Corp)
Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party Party to effect the Merger shall will be subject to the fulfillment satisfaction at or prior to the Effective Time 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) Unless the Offer has been terminated pursuant to Section 1.1(e)This Agreement, the Offer Merger and the Transactions shall have been consummated approved and adopted in accordance with its terms; PROVIDEDthe BCA by the affirmative vote, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant or to the Offer other than extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company Stock then issued and outstanding as a result of a failure of a condition thereof;are required by Applicable Law and the Company's Organizational Documents for such approval and adoption,
(b) If No proceeding before any Authority or Claim by any Person shall be pending, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the Offer has been terminated pursuant consummation of the Merger or the Financing, or seeking material damages or imposing any Adverse conditions in connection therewith,
(c) Other than the filing of merger documents in accordance with the BCA and the DBCL, all authorizations, consents, waivers, orders or approvals required to Section 1.1(e)be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by VIALOG or VIALOG Merger Subsidiary and the waiting period applicable Company prior to the consummation of the Merger under and the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company Transactions shall have been obtained;
(d) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Mergerobtained from, and made with, all necessary rulings required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or orders of Canadian securities authorities exempting declarations the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;
(e) the shares of Parent Stock issuable failure to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSEobtain or make would not, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits assuming consummation of the Merger; and, have an Adverse Effect on the Company and the Company and its Subsidiaries taken as a whole,
(gi) there The Financing Document shall contain no untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federalmisleading, provincial or state court or administrative agency or authority (ii) the securities of VIALOG offered in the United States, CanadaFinancing shall have been sold and purchased subject only to consummation of the Merger, the European Union Participating Mergers and the Transactions, (iii) every condition to closing the Financing shall have been satisfied or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Sharesproperly waived.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party Party to effect the Merger shall will be subject to the fulfillment satisfaction at or prior to the Effective Time 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) Unless the Offer has been terminated pursuant to Section 1.1(e)This Agreement, the Offer Merger and the Transactions shall have been consummated approved and adopted in accordance with its terms; PROVIDEDthe BCA by the affirmative vote, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant or to the Offer other than extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company Stock then issued and outstanding as a result of a failure of a condition thereof;are required by Applicable Law and the Company's Organizational Documents for such approval and adoption,
(b) If No proceeding before any Authority or Claim by any Person shall be pending, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the Offer has been terminated pursuant consummation of the Merger or the Financing, or seeking material damages or imposing any Adverse conditions in connection therewith,
(c) Other than the filing of merger documents in accordance with the BCA and the DBCL, all authorizations, consents, waivers, orders or approvals required to Section 1.1(e)be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by VIALOG or VIALOG Merger Subsidiary and the waiting period applicable Company prior to the consummation of the Merger under and the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company Transactions shall have been obtained;
(d) obtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the Form F-4 shall have become effective under the Securities Act and shall not be the subject failure to obtain or make would not, assuming consummation of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, have an Adverse Effect on the Company and all the Company and its Subsidiaries taken as a whole,
(i) The Financing Document shall contain no untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary rulings or orders to make the statements therein not misleading, (ii) the securities of Canadian securities authorities exempting VIALOG offered in the distribution by Parent Financing shall have been sold and purchased subject only to consummation of the shares Merger, the Participating Mergers and the Transactions, (iii) every condition to closing the Financing (except as provided in clause (iv) immediately succeeding) shall have been satisfied or properly waived and (iv) release of Parent Stock issuable the closing documents relating to the Financing and distribution of the proceeds of the sale of securities of VIALOG sold and purchased in connection with the Financing shall have been unconditionally authorized by the Underwriter upon consummation of the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;Participating Mergers,
(e) This subsection intentionally left blank,
(f) Subject to such material amendments, if any, as shall be proposed prior to Merger Closing by VIALOG to be effective immediately after the shares of Parent Stock issuable Merger Closing, and to the Company's stockholders extent reasonably satisfactory to the Company and holders of Company Stock Options as contemplated by this Agreement the Other Participating Companies, the VIALOG stock option plan described in the Registration Statement shall have been approved and adopted by all action (corporate and other) required for listing on the NYSE, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; andimplementation thereof,
(g) there This subsection intentionally left blank,
(h) VIALOG shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree have delivered to the Exchange Agent that number of shares of VIALOG Stock as determined pursuant to Section 2.1 of the Participating Agreements issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state name of the European Union enjoining, restraining or otherwise prohibiting stockholders and other Persons holding equity interests in the Offer, the Merger or the acquisition by Purchaser of SharesParticipating Companies.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Call Points Inc)
Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party Party to effect the Merger shall will be subject to the fulfillment satisfaction at or prior to the Effective Time 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) Unless the Offer has been terminated pursuant to Section 1.1(e)This Agreement, the Offer Merger and the Transactions shall have been consummated approved and adopted in accordance with its terms; PROVIDEDthe DBCL by the affirmative vote, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant or to the Offer other than extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company Stock then issued and outstanding as a result of a failure of a condition thereof;are required by Applicable Law and the Company's Organizational Documents for such approval and adoption,
(b) If No proceeding before any Authority or Claim by any Person shall be pending, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the Offer has been terminated pursuant consummation of the Merger or the Public Offering, or seeking material damages or imposing any Adverse conditions in connection therewith,
(c) Other than the filing of merger documents in accordance with the DBCL and the DBCL, all authorizations, consents, waivers, orders or approvals required to Section 1.1(e)be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by VIALOG or VIALOG Merger Subsidiary and the waiting period applicable Company prior to the consummation of the Merger under and the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company Transactions shall have been obtained;obtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, assuming consummation of the Merger, have an Adverse Effect on the Company and the Company and its Subsidiaries taken as a whole,
(di) the Form F-4 The Registration Statement shall have become effective under the Securities Act and shall contain no untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not be misleading, (ii) the shares of VIALOG Stock offered in the Public Offering shall have been sold and purchased subject only to consummation of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, the Participating Mergers and all necessary rulings the Transactions, (iii) every condition to closing the Public Offering (except as provided in clause (iv) immediately succeeding) shall have been satisfied or orders of Canadian securities authorities exempting the distribution by Parent properly waived and (iv) release of the closing documents relating to the Public Offering and distribution of the proceeds of the sale of all shares of Parent VIALOG Stock issuable sold and purchased in connection with the Public Offering shall have been unconditionally authorized by the Underwriter upon consummation of the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;Participating Mergers,
(e) the shares The minimum number of Parent Stock issuable Participating Mergers required to the Company's stockholders and holders prevent termination pursuant to Section 8.1(b)(ii) of Company Stock Options as contemplated by this Agreement shall have been authorized and approved for listing on in accordance with Applicable Law and the NYSEOrganizational Documents of the Other Participating Companies, TSE and ME subject to official notice in the case of issuance;the Participating Mergers,
(f) there Subject to such material amendments, if any, as shall be proposed prior to Merger Closing by VIALOG to be effective immediately after Merger Closing, and to the extent reasonably satisfactory to the Company and the Other Participating Companies, the VIALOG stock option plan described in the Registration Statement shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state approved and adopted by all action (corporate and other) required for implementation thereof,
(g) Each of the European Union enacted or promulgated which is in effect andPersons named on Exhibit 7.1(g), in the judgment of including one -------------- Person proposed by a majority of the Continuing chief executive officers of the Company and the Other Participating Companies acting as a group, shall have been elected a director of VIALOG, effective immediately after the Public Offering Closing Date, and all together shall constitute the entire Board of Directors of VIALOG, each to serve until the election of the successor to, or the earlier resignation or termination of, such director, and
(or if h) VIALOG shall have delivered to the Offer has been terminated Exchange Agent that number of shares of VIALOG Stock as determined pursuant to Section 1.1(e), 2.1 of this Agreement and of the Participating Agreements issued in the reasonable judgement name of the Company), has Stockholders and the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and
(g) there shall not be in effect any preliminary or final injunction or temporary restraining order or stockholders and other order or decree issued by any federal, provincial or state court or administrative agency or authority Persons holding equity interests in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of SharesParticipating Companies.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
(a) Unless the Offer has been terminated pursuant There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to Section 1.1(e)make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the Offer shall have been consummated consummation of the Merger, or seeking to obtain damages in accordance connection with the Merger, (ii) seeking to prohibit direct or indirect ownership or operation by Monterey or Merger Sub of all or a material portion of the Business or assets of Texas Mortgage, or to compel Monterey or any of its terms; PROVIDEDsubsidiaries to divest of or to hold separately all or a material portion of the Business or assets of Texas Mortgage, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant to the Offer other than as a result of the Merger, (iii) seeking to impose or confirm limitations on the ability of Monterey or Merger Sub effectively to exercise directly or indirectly full rights of ownership of any shares of common stock of the Surviving Corporation or Texas Mortgage, (iv) seeking or causing any material diminution in the direct or indirect benefits expected to be derived by Monterey or Merger Sub as a failure result of a condition thereofthe transactions contemplated by this Agreement, (v) invalidating or rendering unenforceable any material provision of this Agreement (including without limitation any of the Exhibits or Schedules 35 hereto) or the Letter Agreement, or (vi) which otherwise might materially adversely affect Texas Mortgage or Monterey and its subsidiaries;
(b) If the Offer has been terminated pursuant to Section 1.1(e)There shall not be any action taken, the waiting period or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the Merger by any federal, state or foreign court, government or governmental authority or agency, which may, directly or indirectly, result in any of the consequences referred to in (a) above or otherwise prohibit consummation of the Merger under the H-S-R Act shall have expired or been terminatedMerger;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company No party hereto shall have been obtained;terminated this Agreement as permitted herein.
(d) the Form F-4 shall have become effective under the Securities Act and There shall not be have occurred any of the subject following events having a material adverse effect on Monterey or Texas Mortgage: (i) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by United States authorities on the extension of credit by lending institutions; (ii) a commencement of war, armed hostilities, or other international or national calamity directly or indirectly involving the United States; (iii) any suspension of trading of Monterey's Common Stock or any material adverse change in the United States' stock markets generally; or (iv) in the case of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with foregoing existing at the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;date hereof, a material acceleration or worsening thereof.
(e) Consummation of the shares of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSE, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation transactions set forth in the United StatesAsset Purchase Agreement, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant shall be deemed to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and
(g) there shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Sharesoccur simultaneously herewith.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party Party to effect the Merger shall will be subject to the fulfillment satisfaction at or prior to the Effective Time 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) Unless the Offer has been terminated pursuant to Section 1.1(e)This Agreement, the Offer Merger and the Transactions shall have been consummated approved and adopted in accordance with its terms; PROVIDEDthe BCA by the affirmative vote, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant or to the Offer other than extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company Stock then issued and outstanding as a result of a failure of a condition thereof;are required by Applicable Law and the Company's Organizational Documents for such approval and adoption,
(b) If No proceeding before any Authority or Claim by any Person shall be pending, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the Offer has been terminated pursuant consummation of the Merger or the Financing, or seeking material damages or imposing any Adverse conditions in connection therewith,
(c) Other than the filing of merger documents in accordance with the BCA and the DBCL, all authorizations, consents, waivers, orders or approvals required to Section 1.1(e)be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by VIALOG or VIALOG Merger Subsidiary and the waiting period applicable Company prior to the consummation of the Merger under and the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company Transactions shall have been obtained;
(d) obtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the Form F-4 shall have become effective under the Securities Act and shall not be the subject failure to obtain or make would not, assuming consummation of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, have an Adverse Effect on the Company and all the Company and its Subsidiaries taken as a whole,
(i) The Financing Document shall contain no untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary rulings or orders to make the statements therein not misleading, (ii) the securities of Canadian securities authorities exempting VIALOG offered in the distribution by Parent Financing shall have been sold and purchased subject only to consummation of the shares Merger, the Participating Mergers and the Transactions, (iii) every condition to closing the Financing (except as provided in clause (iv) immediately succeeding) shall have been satisfied or properly waived and (iv) release of Parent Stock issuable the closing documents relating to the Financing and distribution of the proceeds of the sale of securities of VIALOG sold and purchased in connection with the Financing shall have been unconditionally authorized by the Underwriter upon consummation of the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;Participating Mergers,
(e) This subsection intentionally left blank.
(f) Subject to such material amendments, if any, as shall be proposed prior to Merger Closing by VIALOG to be effective immediately after the shares of Parent Stock issuable Merger Closing, and to the Company's stockholders extent reasonably satisfactory to the Company and holders of Company Stock Options as contemplated by this Agreement the Other Participating Companies, the VIALOG stock option plan described in the Registration Statement shall have been approved and adopted by all action (corporate and other) required for listing on the NYSE, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; andimplementation thereof,
(g) there This subsection intentionally left blank.
(h) VIALOG shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree have delivered to the Exchange Agent that number of shares of VIALOG Stock as determined pursuant to Section 2.1 of this Agreement and of the Participating Agreements issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state name of the European Union enjoining, restraining or otherwise prohibiting Stockholders and the Offer, stockholders and other Persons holding equity interests in the Merger or the acquisition by Purchaser of SharesParticipating Companies.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Call Points Inc)
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger shall be subject to the fulfillment satisfaction at or prior to the Effective Time 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) Unless the Offer has been terminated pursuant to Section 1.1(e)This Agreement, the Offer Merger and the Transactions shall have been consummated approved and adopted in accordance with its terms; PROVIDEDthe DGCL by the affirmative vote, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment and pay for Shares pursuant or to the Offer other than extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company Stock then issued and outstanding as a result of a failure of a condition thereofare required by Applicable Law and the Company's Organic Documents for such approval and adoption;
(b) If As of the Offer has been terminated pursuant Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to restrain, prohibit, make illegal or delay materially, or seeking material damages from the Party seeking to invoke this Section 1.1(e6.1(b) and, in case Acquiror is seeking to invoke this Section 6.1(b), the waiting period applicable Company, or to impose any Adverse conditions in connection with, the consummation of the Merger and the Transactions, or which might, in the reasonable business judgment of Acquiror, have an Adverse Effect on Acquiror and its Subsidiaries taken as a whole assuming consummation of the Merger;
(c) Other than the filing of the certificate of merger in accordance with the DGCL, all authorizations, consents, waivers, orders or approvals required to be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by Acquiror or Acquiror Merger Subsidiary and the Company prior to the consummation of the Merger under and the H-S-R Act shall have expired or been terminated;
(c) the requisite approval of the respective shareholders of Parent (if required), and of the Company Transactions shall have been obtainedobtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, in the reasonable judgment of Acquiror, assuming consummation of the Merger, have an Adverse Effect on the Company;
(d) the Form F-4 shall have become effective The filing and waiting period requirements under the Securities HSR Act and shall not be relating to the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any state securities administration preventing the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent consummation of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;complied with; and
(e) Acquiror or its nominee and the shares owner of Parent Stock issuable each Property shall have entered into and closed a purchase and sale agreement for each such Property for the price of $2,200,000 for the Property located at 5 Fortune Drive, Billerica, Massachusetts, $2,400,000 for the Property lxxxxxx xx 00 Xxxx Xxxxxx, X. Xxxxxxxxx, Xassachusetts, and $2,700,000 for the Propxxxx xxxxxxx xx 000 Xxxxx Xxxx Xxxx, Xxxxxxter, New York; provided, however, that it shaxx xxx xx x xxxxxxxxx xx xxx Xxxxxxx'x xbligation to effect the Merger if the reason for Acquiror's or such nominee's failure to acquire a Property is due to the Company's stockholders and holders of Company Stock Options as contemplated by this Agreement shall have been approved for listing on the NYSE, TSE and ME subject to official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state inability of the European Union enacted owner of such Property to convey to Acquiror or promulgated which is in effect and, in such nominee good and marketable title to the judgment Property free and clear of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and
(g) there shall not be in effect any preliminary or final injunction or temporary restraining order or all Liens other order or decree issued by any federal, provincial or state court or administrative agency or authority in the United States, Canada, the European Union or any member state of the European Union enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Sharesthan Permitted Liens.
Appears in 1 contract
Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect this Agreement and the Merger transactions contemplated hereby shall be subject to the fulfillment satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto:
(a) Unless This Agreement and the Offer has been terminated pursuant to Section 1.1(e), the Offer Merger shall have been consummated in accordance with its terms; PROVIDED, HOWEVER, that this condition shall be deemed to be satisfied if Purchaser fails to accept for payment approved and pay for Shares pursuant to adopted (i) by the Offer other than requisite vote of the stockholders of CrossComm (as a result of a failure of a condition thereof;described in
(b) If The Commission shall have declared the Offer has Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been terminated pursuant to Section 1.1(e)issued, and no proceeding for that purpose, and no similar proceeding in respect of the waiting period applicable to Joint Proxy Statement, shall have been initiated or threatened by the Commission.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger under the H-S-R Act shall have expired be in effect, nor shall any proceeding brought by an administrative agency or been terminated;
(c) the requisite approval commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the respective shareholders of Parent (if required)foregoing be pending; nor shall there be any action taken, and or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger, which makes the consummation of the Company Merger illegal or prevents or prohibits the Merger. In the event that an injunction or other order shall have been obtained;issued, each party agrees to use its reasonable diligent efforts to have such injunction or other order lifted.
(d) the Form F-4 Olicom shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and no stop order or similar restraining order shall be threatened or entered by the SEC or any received all state securities administration preventing and "blue sky" permits and other such authorizations necessary to consummate the Merger, and all necessary rulings or orders of Canadian securities authorities exempting the distribution by Parent of the shares of Parent Stock issuable in connection with the Merger and the resale of such shares from the registration and prospectus delivery requirements and resale restrictions of applicable Canadian securities laws shall have been received;transactions contemplated hereby.
(e) All material authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any Governmental Entity (collectively, "Authorizations and Approvals") necessary for the shares consummation of Parent Stock issuable to the Company's stockholders and holders of Company Stock Options as transactions contemplated by this Agreement and the Certificate of Merger shall have been filed, expired or been obtained, other than those that, individually or in the aggregate, the failure to be filed, expired or obtained would not (i) as to Authorizations and Approvals required pursuant hereto of Olicom, in the reasonable opinion of CrossComm after consultation with Olicom, have a material adverse effect on Olicom, and (ii) as to Authorizations and Approvals required pursuant hereto of CrossComm, in the reasonable opinion of Olicom after consultation with CrossComm, have a Material Adverse Effect on CrossComm.
(f) The filing with the Nasdaq National Market of (i) a Notification Form for Listing of Additional Shares shall have been made with respect to the shares of Olicom Common Stock issuable upon conversion of the CrossComm Common Stock in the Merger, upon the exercise of the Warrants and upon exercise of the options under the CrossComm Option Plans assumed by Olicom, and (ii) a National Market Application for Initial Inclusion with respect to the Warrants. The Warrants shall have been approved for listing on the NYSE, TSE and ME subject to Nasdaq National Market upon official notice of issuance;
(f) there shall have been no law, statute, rule or regulation in the United States, Canada, the European Union or member state of the European Union enacted or promulgated which is in effect and, in the judgment of a majority of the Continuing Directors (or if the Offer has been terminated pursuant to Section 1.1(e), in the reasonable judgement of the Company), has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; andnotification thereof.
(g) there The Commercial and Companies Agency of the Kingdom of Denmark shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any federal, provincial or state court or administrative agency or authority have registered the issuance of the Olicom Common Stock included in the United States, Canada, Merger Consideration to the European Union or any member state extent required by the Companies Act and the amendment of the European Union enjoining, restraining or otherwise prohibiting Articles of Association that is required to increase the Offer, the Merger or the acquisition by Purchaser share capital of SharesOlicom.
Appears in 1 contract
Samples: Merger Agreement (Crosscomm Corp)
