Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger shall be subject to the satisfaction (or waiver, if permissible under Law) at or prior to the Effective Time of each of the following conditions: (a) Merger Sub shall have irrevocably accepted for payment all Shares and Preferred Shares validly tendered and not withdrawn in the Offer. (b) The consummation of the Merger shall not then be restrained, enjoined or prohibited by any Order (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other Governmental Entity and there shall not be in effect any Law enacted or promulgated by any Governmental Entity that prevents the consummation of the Merger.
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Samples: Merger Agreement (Care.com Inc), Merger Agreement (Iac/Interactivecorp), Merger Agreement (Iac/Interactivecorp)
Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party Party to consummate the Merger shall be subject to the satisfaction (or waiver, if permissible under Law) at or prior to the Effective Time of each of the following conditions:
(a) Merger Sub shall have irrevocably accepted for payment payment, or caused to be irrevocably accepted for payment, all Shares and Preferred Shares validly tendered and not withdrawn in the Offer.
(b) The consummation of the Merger shall not then be restrained, enjoined or prohibited by any Order order, judgment, decree, injunction or ruling (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other Governmental Entity and there shall not be in effect any Law enacted statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Entity that which prevents or prohibits the consummation of the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Valeant Pharmaceuticals International, Inc.), Merger Agreement (Salix Pharmaceuticals LTD)
Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger shall be subject to the satisfaction (or waiver, if permissible under Law) at or prior to the Effective Time of each of the following conditions:
(a) Merger Sub shall have irrevocably accepted for payment all Company Shares and shares of Company Preferred Shares Stock validly tendered and not withdrawn in the Offer.
(b) The consummation of the Merger shall not then be restrained, enjoined or prohibited by any Order (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other Governmental Entity and there shall not be in effect any Law enacted or promulgated by any Governmental Entity that prevents or makes illegal the consummation of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Integra Lifesciences Holdings Corp)
Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger shall be subject to the satisfaction (or waiver, if permissible under Law) at or prior to the Effective Time of each of the following conditions:
(a) Merger Sub The Company Stockholder Approval shall have irrevocably accepted for payment all Shares and Preferred Shares validly tendered and not withdrawn in the Offerbeen obtained.
(b) The consummation of the Merger shall not then be restrained, enjoined or prohibited by any Order (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other Governmental Entity and there shall not be in effect any Law enacted or promulgated by any Governmental Entity that prevents the consummation of the Merger.
(c) Any applicable waiting period, together with any extensions thereof, under the HSR Act shall have expired or been terminated.
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Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger shall be subject to the satisfaction (or waiver, if permissible under Law) at or prior to the Effective Time of each of the following conditions:
(a) Merger Sub The Company Stockholder Approval shall have irrevocably accepted for payment all Shares and Preferred Shares validly tendered and not withdrawn in the Offer.been obtained; and
(b) The consummation of the Merger shall not then be restrained, enjoined or prohibited by any Order order, decree, injunction or ruling (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other Governmental Entity Entity, and there shall not be in effect any Law enacted statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Entity that prevents which prohibits or makes illegal the consummation of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Iparty Corp)
Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger shall be subject to the satisfaction (or waiver, if permissible under Law) at or prior to the Effective Time of each of the following conditions:
(a) Merger Sub shall have irrevocably accepted for payment all Shares and Preferred Company Shares validly tendered and not withdrawn in the Offer.
(b) The consummation of the Merger shall not then be restrained, enjoined or prohibited by any Order (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other Governmental Entity and there shall not be in effect any Law enacted or promulgated by any Governmental Entity that prevents or makes illegal the consummation of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Synacor, Inc.)
Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger shall be subject to the satisfaction (or waiver, if permissible under Law) at or prior to the Effective Time of each of the following conditions:
(a) Merger Sub As set forth in Section 1.1(b), the Purchaser shall have irrevocably accepted for payment all Shares and Preferred Shares validly tendered and not properly withdrawn in the Offer.
(b) The consummation of the Merger shall not then be restrained, enjoined or prohibited by any Order (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other Governmental Entity and there shall not be in effect any Law enacted statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Entity that prevents the consummation of the Merger.
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