Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are subject to the fulfillment or waiver at or prior to the Merger Time of the conditions set forth in the paragraphs below: (a) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby. (b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRS. (c) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby. (d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c). (e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company. (f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Inception Mining Inc.), Merger Agreement (Inception Mining Inc.)
Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are subject to the fulfillment or waiver at or prior to the Merger Time Effective Date of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, been duly authorized by the Boards boards of Directors directors of the Company, Parent Equitex and Merger SubsidiarySub. Further, the The Merger and this Agreement shall have been approved by Parentthe Required Company Stockholder Vote, by the stockholders of Equitex and by Equitex as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRSSub.
(c) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; , (ii) seeking to prohibit direct or indirect ownership or operation by Parent Equitex or Merger Subsidiary Sub of all or a material portion of the business or assets of the Company, or to compel Parent Equitex or Merger Subsidiary Sub or any of their respective subsidiaries or the Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary Equitex or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger ConsiderationEquitex Common Stock and Series L Preferred Stock pursuant to the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Equitex Inc), Merger Agreement (Equitex Inc)
Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are subject to the fulfillment or waiver at or prior to the Merger Effective Time of the conditions set forth in the paragraphs below:
(a) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Effective Time remain, duly authorized by the Boards board of Directors directors of Select Video and the boards of governors of each of Acquisition Co. and the Company, Parent and Merger Subsidiary. Further, Select Video, as the sole member of Acquisition Co., and the members of the Company shall have approved the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRSAgreement.
(c) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary Select Video of all or a material portion of the business or assets of the Company, or to compel Parent Select Video or Merger Subsidiary Acquisition Co. or any of their respective subsidiaries or the Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary Select Video or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, ; or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation trading on the over-the-counter markets New York Stock Exchange, the Nasdaq Stock Markets or trading on any national exchangeAmerican Stock Exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Companyeither party.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky state securities laws for the offer and issuance of the Merger Consideration.
(g) The board of directors of Select Video shall have adopted and approved the Restricted Stock Plan.
Appears in 1 contract
Samples: Merger Agreement (Webdigs Inc)
Conditions to Obligations of Each Party. The respective obligations of each party to effect this Agreement to consummate the transactions contemplated hereby Merger are subject to the fulfillment or waiver satisfaction at or prior to the Merger Effective Time of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There This Agreement and the Merger shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal approved and adopted by the consummation of Stockholders in accordance with Delaware Law and the transactions contemplated herebyCompany Charter.
(b) This Agreement No provision of any applicable law or regulation and all no judgment, injunction, order or decree issued by any court or governmental body having competent jurisdiction shall prohibit the consummation of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRSMerger.
(c) All actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger shall have been taken, made or obtained.
(d) No claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any United States, federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body (each, a “Governmental Authority”) shall have been threatened by, or commenced before, any Governmental Authority against either the Company or Parent, seeking to restrain or materially and adversely alter the transactions contemplated hereby which is reasonably likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement or which could reasonably be expected to have a Material Adverse Effect on the Company or Parent.
(e) There shall not be threatened, instituted or pending any action or proceeding (or any investigation or other inquiry that would reasonably be expected to result in such action or proceeding) before any Governmental Authority, or by any other Person, domestic, foreign or supranational, before any court or governmental authority or agency: (i) challenging agency of competent jurisdiction, domestic, foreign or supranational, seeking to make illegalrestrain, or to delay prohibit or otherwise directly or indirectly restrain or prohibit, interfere with the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary any of its Subsidiaries of all or a any material portion of the business or assets of Companythe Company or the Company Subsidiary or of Parent or any of its Subsidiaries, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries its Subsidiaries or Company Affiliates to dispose of or to hold separately separate all or a any material portion of the business or assets of Parent the Company or Merger Subsidiary the Company Subsidiary, or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement Parent or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Companyits Subsidiaries.
(f) There Parent and the Company shall be available a good faith claim for exemptions from have agreed in writing upon the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger ConsiderationFinal Company Cash Amount in accordance with Section 6.08(b).
Appears in 1 contract
Conditions to Obligations of Each Party. (other than the Company). The respective obligations of each party Party, other than the Company to effect consummate the transactions contemplated hereby Closing are subject to the fulfillment satisfaction (or waiver at or prior to by each Party, other than the Merger Time Company) of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There any applicable waiting period (and any extension thereof) and any agreement with any Governmental Authority not to close the transaction under any Antitrust or Competition Law relating to the Contemplated Transactions shall have expired or been terminated and any necessary approvals under any Antitrust or Competition Law shall have been obtained, and there shall not be (i) any pending action or proceeding in which a Governmental Authority is seeking to enjoin the Contemplated Transactions, (ii) a final, nonappealable order entered by a Governmental Authority that enjoins or otherwise prohibits the Contemplated Transactions or (iii) an investigation by a Governmental Authority is pending or threatened;
(b) no lawprovision of any Applicable Law and no judgment, statuteinjunction, rule order or regulationdecree issued by a court or other Governmental Authority of competent jurisdiction shall prohibit the Closing;
(c) no action or proceeding shall be pending before any court or other Governmental Authority that seeks to prohibit the Closing, domestic or foreignimpose damages or obtain other relief in connection with the Contemplated Transactions that (i) is brought by any Governmental Authority having jurisdiction in respect thereof or (ii) is brought by any Person (other than a Governmental Authority) if in the case of this clause (ii) such action or proceeding reasonably could be expected to prohibit the Closing or result in a Material Adverse Effect on either of the Parents or the Business;
(d) all actions by or in respect of, enacted or promulgated which would prohibit or make illegal filings with, any Governmental Authority required to permit the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement Closing shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRS.
(c) There shall not be threatened, instituted taken or pending any action or proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).made;
(e) There the Company shall not have occurred any general suspension of quotation on in place the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.Facility; and
(f) There the consents, approvals or permits contemplated by Schedule 10.01(f) shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Considerationhave been obtained.
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are subject to the fulfillment or waiver at or prior to the Merger Time of the conditions set forth in the paragraphs below:
(a) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRSDGCL.
(c) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Conditions to Obligations of Each Party. Under This Agreement. The respective obligations of each party to effect consummate the transactions contemplated hereby are Merger will be subject to the fulfillment satisfaction or written waiver (where permissible) at or prior to the Merger Effective Time of each of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There The Company Stockholder Approval shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated herebyobtained.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRS.
(c) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: (i) challenging The waiting period applicable to the consummation of the Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, or seeking to make illegalextend any such waiting period, or to delay or otherwise directly not to consummate the Merger contemplated by this Agreement entered into in connection therewith) shall have expired or indirectly restrain been terminated and (ii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be obtained from, or prohibitdelivered to, as applicable, the FAA, the DOT, and the FCC in connection with the consummation of the transactions contemplated hereby Merger shall have been obtained or seeking to obtain material damages in connection with such transactions; delivered, as applicable.
(i) No Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action (whether temporary, preliminary or permanent) enjoining or otherwise prohibiting the making or consummation of the Merger and (ii) seeking to prohibit direct there shall be no Law in effect which makes the Merger illegal or indirect ownership prohibits or operation by Parent or Merger Subsidiary of all or a material portion otherwise prevents the consummation of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated herebyMerger.
(d) There The Registration Statement shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to have become effective in accordance with the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any provisions of the consequences referred Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect and no proceeding to in Section 6.1(c)that effect shall have been commenced or threatened unless subsequently withdrawn.
(e) There The shares of Parent Common Stock to be issued in the Merger shall not have occurred any general suspension of quotation been authorized and approved for listing on the over-the-counter markets or trading on any national exchange, NASDAQ (or any general bank moratorium successor inter-dealer quotation system or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion stock exchange thereto) subject to official notice of the Merger impractical, as determined in the reasonable discretion of Companyissuance.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Conditions to Obligations of Each Party. Under This Agreement. The respective obligations of each party to effect consummate the transactions contemplated hereby are Merger will be subject to the fulfillment satisfaction or written waiver at or prior to the Merger Effective Time of each of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There This Agreement shall have been no lawadopted by the Company’s stockholders by the Required Vote, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal and the consummation Information Statement shall have been cleared by the SEC and been mailed to stockholders of the transactions contemplated herebyCompany (in accordance with Regulation 14C of the Exchange Act) at least twenty calendar days prior to the Closing.
(b) This The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated.
(i) No Specified Governmental Entity shall have issued an Order or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the Merger or imposing a Non-Required Remedy, (ii) there shall not be pending, or threatened in writing, any Proceeding by any Specified Governmental Entity seeking to restrain or prohibit the consummation of the Merger or to impose a Non-Required Remedy, other than in connection with any Proceeding involving the Company or any of its officers or directors relating to this Agreement and all of or the transactions contemplated hereby shall have been, and shall at which is brought by or on behalf of stockholders of the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent, whether as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRS.
(c) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all an individual or a material portion of the business purported class or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated herebyderivative action; and (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There there shall not be any action taken, or any no statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued promulgated or which is deemed applicable pursuant to an authoritative interpretation by or on behalf of a Governmental Entity to the transactions contemplated herebyMerger, by any federal, state or other court, government or governmental authority or agencythan the application to the Merger of applicable waiting periods under the HSR Act, that would reasonably be expected to result, directly has the effect of making the Merger illegal or indirectly, in any which has the effect of prohibiting or otherwise preventing the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion consummation of the Merger impractical, as determined in the reasonable discretion of Companyor imposing a Non-Required Remedy.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Schiff Nutrition International, Inc.)
Conditions to Obligations of Each Party. The respective obligations of each party Party to effect consummate the transactions contemplated hereby Closing are subject to the fulfillment satisfaction (or waiver at or prior to the Merger Time by each Party) of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There any applicable waiting period under any Antitrust or Competition Law relating to the Contemplated Transactions in any jurisdiction in which the Business of Xxxxx Corning or Saint-Gobain has a manufacturing facility shall have expired or been terminated and any necessary approvals under any Antitrust or Competition Law shall have been obtained, and there shall not be in any such jurisdiction (i) any pending action or proceeding in which a Governmental Authority is seeking to enjoin the Contemplated Transactions or (ii) a final, nonappealable order entered by a Governmental Authority that enjoins or otherwise prohibits the Contemplated Transactions;
(b) no lawprovision of any Applicable Law and no judgment, statuteinjunction, rule order or regulationdecree issued by a court or other Governmental Authority of competent jurisdiction shall prohibit the Closing; provided, domestic however, that this condition does not encompass any provision of, or foreignany judgment, enacted injunction, order or promulgated which would decree issued pursuant to, any Antitrust or Competition Law (unless such Antitrust or Competition Law is otherwise covered in paragraph (a) above);
(c) no action or proceeding shall be pending before any court or other Governmental Authority that seeks to prohibit the Closing, or make illegal impose damages or obtain other relief in connection with the Contemplated Transactions that (i) is brought by any Governmental Authority having jurisdiction in respect thereof or (ii) is brought by any Person (other than a Governmental Authority) if in the case of this clause (ii) such action or proceeding reasonably could be expected to prohibit the Closing or result in a Material Adverse Effect on either of the Parties or the Business;
(d) all actions by or in respect of, or filings with, any Governmental Authority required to permit the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement Closing shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRS.
(c) There shall not be threatened, instituted taken or pending any action or proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactionsmade; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).and
(e) There the consents, approvals or permits contemplated by Schedule 10.01(e) shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Companybeen obtained.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Samples: Purchase Agreement (Owens Corning)
Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are shall be subject to the fulfillment or waiver at or prior to the Merger Time Closing of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRS.
(c) There shall not be threatened, instituted instituted, or pending any action or proceeding 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 transactions contemplated hereby hereby, or seeking to obtain material damages in connection with such transactionstherewith; (ii) seeking to prohibit direct or indirect ownership or operation by Parent Purchaser or Merger Subsidiary any of its subsidiaries of all or a material portion of the business Servicing Business or assets the Acquired Assets of CompanySeller, or to compel Parent or Merger Subsidiary Purchaser or any of their respective its subsidiaries or Company to dispose divest of or to hold separately all or a material portion of the business Servicing Business or assets the Acquired Assets of Parent or Merger Subsidiary or of Company, Seller as a result of the transactions contemplated hereby; (iii) seeking to invalidate impose or render confirm limitations on the ability of Purchaser effectively to exercise directly or indirectly full rights of ownership of any of the Acquired Assets or properties of Seller; (iv) seeking or causing any material diminution in the direct or indirect benefits expected to be derived by Purchaser as a result of the transactions contemplated by this Agreement; (v) invalidating or rendering unenforceable any material provision of this Agreement (including without limitation any of the documents or agreements to be delivered hereunder); or (vi) which otherwise might materially adversely affect Purchaser or any of its subsidiaries or the other agreements attached as exhibits hereto Acquired Assets or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.Servicing Business;
(db) There shall not be any action taken, or any statute, rule, regulation, judgment, order order, or injunction proposed, enacted, entered, enforced, promulgated, issued issued, or deemed applicable to the transactions contemplated hereby, hereby by any federal, state state, or other foreign court, government government, or governmental authority or agency, that would reasonably be expected to resultwhich may, directly or indirectly, result in any of the consequences referred to in Section 6.1(c).(a) above or otherwise prohibit consummation of the transactions contemplated hereby;
(ec) No party hereto shall have terminated this Agreement as permitted herein; and
(d) There shall not have occurred any general of the following events that could have a material adverse effect on Purchaser or Seller: (i) a declaration of a banking moratorium or any suspension of quotation payments in respect of banks in the United States or any limitation by United States authorities on the over-the-counter markets or trading on any national exchangeextension 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; or (iii) in the case of any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impracticalforegoing existing at the date hereof, as determined in the reasonable discretion of Companya material acceleration or worsening thereof.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Subsidiary to effect consummate the transactions contemplated hereby Merger are subject to the fulfillment or waiver at or prior to the Merger Time satisfaction of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There This Agreement and the Merger shall have been approved and adopted by the Shareholders in accordance with Texas Law and the Company’s articles of incorporation;
(b) No provision of any applicable law or regulation and no lawjudgment, statuteinjunction, rule order or regulationdecree shall prohibit the consummation of the Merger;
(c) All actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger shall have been taken, made or obtained;
(d) No temporary restraining order, 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 shall be in effect, nor shall any proceeding brought by an administration, agency or commission or other governmental authority or instrumentality, domestic or foreign, enacted seeking any of the foregoing be pending; nor shall there be any action taken by any administration, agency or promulgated commission or other governmental authority or instrumentality, domestic or foreign, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger, which would prohibit or make illegal makes the consummation of the transactions contemplated hereby.Merger illegal;
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRS.
(ce) There shall not be threatened, instituted or pending any action or proceeding (or any investigation or other inquiry that would reasonably be expected to result in such action or proceeding) before any government or governmental authority or agency of competent jurisdiction, domestic, foreign or supranational, or by any other Person, domestic, foreign or supranational, before any court or governmental authority or agency: (i) challenging agency of competent jurisdiction, domestic, foreign or supranational, seeking to make illegalrestrain, or to delay prohibit or otherwise directly or indirectly restrain or prohibit, interfere with the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary any of its Subsidiaries of all or a any material portion of the business or assets of Companythe Company or any of its Subsidiaries or of Parent or any of its Subsidiaries, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries its Subsidiaries or Company Affiliates to dispose of or to hold separately separate all or a any material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement Company or any of the other agreements attached as exhibits hereto or contemplated herebyits Subsidiaries, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.of Parent or any of its Subsidiaries;
(df) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby, by any federal, state hereby shall have expired or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).been terminated; and
(eg) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and The issuance of the shares of Parent Stock in the Merger Considerationshall either be registered under the 1933 Act or exempt from such registration pursuant to the exemption contained in Section 3(a)(10) of the 1933 Act.
Appears in 1 contract
Samples: Merger Agreement (Netiq Corp)
Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are subject to the fulfillment or waiver at or prior to the Merger Time Effective Date of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, been duly authorized by the Boards boards of Directors directors of the Company, Parent Pubco and Merger SubsidiarySub. Further, the The Merger and this Agreement shall have been approved by Parent, the Required Company Stockholder Vote and by Pubco as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRSSub.
(c) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; , (ii) seeking to prohibit direct or indirect ownership or operation by Parent Pubco or Merger Subsidiary Sub of all or a material portion of the business or assets of the Company, or to compel Parent Pubco or Merger Subsidiary Sub or any of their respective subsidiaries or the Company to dispose of or to hold separately all or a material portion of the business or assets of Parent Pubco or Merger any Pubco Subsidiary or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation trading on the over-the-counter markets New York Stock Exchange, the Nasdaq Stock Markets or trading on any national exchangeAmerican Stock Exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of the Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger ConsiderationPubco Preferred Stock pursuant to the Merger.
(g) The parties to the Leak-Out Agreement shall have executed and delivered the same with Pubco.
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are shall be subject to the fulfillment or waiver at or prior to the Merger Time Closing of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRS.
(c) There shall not be threatened, instituted instituted, or pending any action or proceeding 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 transactions contemplated hereby hereby, or seeking to obtain material damages in connection with such transactionstherewith; (ii) seeking to prohibit direct or indirect ownership or operation by Parent Buyer or Merger Subsidiary any of its subsidiaries of all or a material portion of the business Business or assets the Acquired Assets of CompanySeller, or to compel Parent or Merger Subsidiary Buyer or any of their respective its subsidiaries or Company to dispose divest of or to hold separately all or a material portion of the business Business or assets the Acquired Assets of Parent or Merger Subsidiary or of Company, Seller as a result of the transactions contemplated hereby; (iii) seeking to invalidate impose or render confirm limitations on the ability of Buyer effectively to exercise directly or indirectly full rights of ownership of any of the Acquired Assets or properties of Seller; (iv) seeking or causing any material diminution in the direct or 45 indirect benefits expected to be derived by Buyer as a result of the 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 hereto); or (vi) which otherwise might materially adversely affect Buyer or any of the other agreements attached its subsidiaries or Seller as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.determined by Buyer;
(db) There shall not be any action taken, or any statute, rule, regulation, judgment, order order, or injunction proposed, enacted, entered, enforced, promulgated, issued issued, or deemed applicable to the transactions contemplated hereby, hereby by any federal, state state, or other foreign court, government government, or governmental authority or agency, that would reasonably be expected to resultwhich may, directly or indirectly, result in any of the consequences referred to in Section 6.1(c).(a) above or otherwise prohibit consummation of the transactions contemplated hereby;
(ec) No party hereto shall have terminated this Agreement as permitted herein; and
(d) There shall not have occurred any general of the following events having a material adverse effect on Buyer or Seller: (i) a declaration of a banking moratorium or any suspension of quotation payments in respect of banks in the United States or any limitation by United States authorities on the over-the-counter markets or trading on any national exchangeextension 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 general bank moratorium or closing suspension of trading of Buyer's common stock or any war, national emergency material adverse change in the United States' stock markets generally; or other event affecting (iv) in the economy or securities trading markets generally that would make completion case of any of the Merger impracticalforegoing existing at the date hereof, as determined in the reasonable discretion of Companya material acceleration or worsening thereof.
(fe) There Consummation of the transactions set forth in the Merger Agreement, which shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Considerationdeemed to occur simultaneously herewith.
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of each party Party to effect perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the fulfillment or waiver at or prior to the Merger Time satisfaction of the conditions set forth in the paragraphs belowfollowing conditions, unless waived by both Parties pursuant to Sections 12.6(a) and 12.6(b) of this Agreement:
(a) There shall have been no lawAll corporate action necessary by TARGET to authorize the execution, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have beenbeen duly and validly taken.
(b) All Consents of, filings and registrations with, and shall at notifications to, all Regulatory Authorities required for consummation of the Merger Time remainshall have been obtained or made and shall be in full force and effect, duly authorized and all waiting periods required by Law shall have expired. No Consent obtained from any Regulatory Authority which is necessary to consummate the Boards transactions contemplated hereby shall be conditioned or restricted in a manner (including, without limitation, requirements relating to the raising of additional capital or the disposition of Assets) which, in the reasonable judgment of the Board of Directors of Companyeither Party, Parent and Merger Subsidiary. Further, would so materially adversely impact the Merger and economic or business benefits of the transactions contemplated by this Agreement shall have been approved by Parent, so as to render inadvisable the sole stockholder of Merger Subsidiary, and by the approval consummation of the stockholders of Company as required under the NRSMerger; provided, however, that no such condition or restriction shall be deemed to be materially adverse unless it materially differs from terms and conditions customarily imposed by any Regulatory Authority in connection with similar transactions.
(c) There Each Party shall have obtained any and all Consents required for consummation of the Merger (other than those referred to in Section 9.3 of this Agreement) or for the preventing of any Default under any Contract or Permit of such Party which, if not be threatenedobtained or made, instituted is reasonably likely to have, individually or pending any action or proceeding before any in the aggregate, a Material Adverse Effect on such Party.
(d) No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or agency: entered any Law or Order (iwhether temporary, preliminary or permanent) challenging or seeking to make illegaltaken any other action which prohibits, materially restricts or to delay or otherwise directly or indirectly restrain or prohibit, the makes illegal consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c)Agreement.
(e) There shall not have occurred any general suspension of quotation on All necessary approvals under state securities Laws or the over-the-counter markets 1933 Act or 1934 Act relating to the issuance or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion shares of Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of PURCHASER Common Stock issuable pursuant to the Merger Considerationshall have been received.
Appears in 1 contract
Conditions to Obligations of Each Party. 4.1 The respective obligations Company’s obligation to complete the sale and issuance of each party the Shares to effect the transactions contemplated hereby are Subscriber at the Closing is subject to the fulfillment or waiver at on or prior to the Merger Time Closing of the following conditions, which conditions set forth in may be waived at the paragraphs belowoption of the Company to the extent permitted by law:
(a) There The representations and warranties made by the Subscriber in Article 2 hereof shall have been no lawbe true and correct when made, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation and shall be true and correct on and as of the transactions contemplated herebyClosing Date.
(b) This All covenants, agreements and conditions contained in this Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized to be performed by the Boards of Directors of Company, Parent Subscriber on or prior to such sale and Merger Subsidiary. Further, the Merger and this Agreement issuance shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRSperformed or complied with in all material respects.
(c) There shall not then be threatened, instituted in effect any legal or pending any action other order enjoining or proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of restraining the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated herebyAgreement.
(d) There shall not be in effect any action takenlaw, rule or regulation prohibiting or restricting the issuance and sale of the Shares or requiring any consent or approval of any person which shall not have been obtained to issue or sell the Shares, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable in either case to otherwise consummate the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, hereby (except as otherwise provided in any of the consequences referred to in Section 6.1(cthis Agreement).
(e) The Company shall have received the License executed by the Subscriber.
4.2 The Subscriber’s obligation to purchase the Shares at the Closing is subject to the fulfillment on or prior to the Closing of the following conditions, which conditions may be waived at the option of the Subscriber to the extent permitted by law:
(a) The representations and warranties made by the Company in Article 3 hereof shall be true and correct when made, and shall be true and correct on and as of the Closing Date (except for any representation or warranty that speaks as of a specific date, which shall be true and correct as of such date).
(b) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to such purchase shall have been performed or complied with in all material respects.
(c) There shall not have occurred then be in effect any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency legal or other event affecting order enjoining or restraining the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Companytransactions contemplated by this Agreement.
(fd) There shall not be available a good faith claim for exemptions from in effect any law, rule or regulation prohibiting or restricting the registration requirements issuance and sale of the Securities Act and all applicable blue sky laws for Shares or requiring any consent or approval of any person which shall not have been obtained to issue or sell the offer and issuance of Shares, or in either case to otherwise consummate the Merger Considerationtransactions contemplated hereby (except as otherwise provided in this Agreement).
Appears in 1 contract
Samples: Exclusive License Agreement (Chelsea Therapeutics International, Ltd.)
Conditions to Obligations of Each Party. Under This Agreement. The respective obligations of each party to effect consummate the transactions contemplated hereby are Merger shall be subject to the fulfillment or waiver satisfaction at or prior to the Merger Effective Time of each of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There Except if the Offer Termination shall have been no lawoccurred, statutethe Purchaser shall have accepted for payment, rule or regulationcaused to be accepted for payment, domestic or foreign, enacted or promulgated which would prohibit or make illegal all Shares validly tendered and not withdrawn in the consummation of the transactions contemplated herebyOffer.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been adopted and the Merger approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval requisite vote of the stockholders of Company as the Company, if required under the NRSby applicable Law.
(c) There Except if the Offer Termination shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibithave occurred, the consummation of the transactions contemplated hereby Merger shall not then be restrained, enjoined or seeking prohibited by any 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 statute, rule or regulation enacted, promulgated or deemed applicable to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation the Merger by Parent or Merger Subsidiary of all or a material portion any Governmental Entity which prevents the consummation of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated herebyMerger.
(d) There Solely if the Offer Termination shall have occurred, there shall not be any action taken, or any statute, rule, regulationLaw, judgment, order or injunction proposedin effect, enacted, entered, enforced, promulgated, issued enforced or deemed applicable promulgated by or on behalf of a Government Entity of competent jurisdiction with respect to the transactions contemplated herebyMerger, by any federal, state other than the application to the Merger of applicable waiting periods under the HSR Act or other court, government or governmental authority or agencysimilar waiting periods with respect the Other Required Governmental Approvals, that would reasonably be expected to resulthas the effect of enjoining, directly making illegal or indirectly, in any otherwise prohibiting the consummation of the consequences referred to in Section 6.1(c)Merger.
(e) There Solely if the Offer Termination shall not have occurred occurred, (i) any general suspension of quotation on waiting period under the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of HSR Act applicable to the Merger impractical, as determined in the reasonable discretion of Companyshall have expired or terminated and (ii) any Other Required Governmental Approvals shall have been obtained and any waiting period (or extension thereof) or mandated filing thereunder shall have lapsed or been made.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are shall be subject to the fulfillment or waiver at or prior to the Merger Time Effective Date of the conditions set forth in the paragraphs belowfollowing conditions:
(a) Regulatory approval for the consummation of the transactions contemplated hereby shall have been obtained from the FRB and any other governmental authority from whom approval is required, and the applicable waiting periods, if any, under all statutory or regulatory waiting periods shall have lapsed. None of such approvals shall contain any conditions or restrictions that United reasonably believes will materially restrict or limit the business or activities of United, Chouteau or the Subsidiaries or have a material adverse effect on, or would be reasonably likely to have a material adverse effect on, the business, operations or financial condition of United and its subsidiaries, taken as a whole, on the one hand, or Chouteau and the Subsidiaries, taken as a whole, on the other hand.
(b) No injunction or other order entered by a state or federal court of competent jurisdiction shall have been issued and remain in effect which would impair the consummation of the transactions contemplated hereby.
(c) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal materially impair the consummation of the transactions contemplated hereby.
(bd) This Agreement and all of the transactions contemplated hereby No party hereto shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and terminated this Agreement as permitted herein.
(e) United shall have been approved by Parent, registered as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required a bank holding company under the NRSBHC Act.
(cf) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: (i) , domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(dg) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, hereby by any federal, state or other court, government or governmental authority or agency, that which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c6.1(f).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of each party to effect this Agreement to consummate the transactions contemplated hereby Merger are subject to the fulfillment or waiver satisfaction at or prior to the Merger Effective Time of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There This Agreement and the Merger shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal approved and adopted by the consummation shareholders of the transactions contemplated herebyCompany in accordance with California Law and the Company’s articles of incorporation and bylaws and such approval shall not have been revoked or otherwise withdrawn in any respect.
(b) This No judgment, injunction, order or decree issued by any court or governmental body having competent jurisdiction shall prohibit the consummation of the Merger.
(c) No law or regulation shall have been enacted that has the effect of making the Merger illegal.
(d) All actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger shall have been taken, made or obtained.
(e) No claim, action, suit, arbitration, inquiry, proceeding or investigation by any United States, federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body (each, a “Governmental Authority”) shall have been threatened by, or commenced by, any Governmental Authority against either the Company or Parent, seeking to restrain or materially and adversely alter the transactions contemplated hereby which is reasonably likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement and all of or which could reasonably be expected to have a Material Adverse Effect on the Company or Parent.
(f) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have been, and shall at expired or been terminated.
(g) Except in the case in which the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Furtheris an All-Cash Transaction, the Merger and this Agreement Registration Statement shall have been approved by Parent, as declared effective and no stop order suspending the sole stockholder effectiveness of Merger Subsidiary, the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the approval of the stockholders of Company as required under the NRSSEC.
(c) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Affymetrix Inc)
Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are shall be subject to the fulfillment or waiver at or prior to the Merger Time Closing of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRS.
(c) There shall not be threatened, instituted instituted, or pending any action or proceeding 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 transactions contemplated hereby hereby, or seeking to obtain material damages in connection with such transactionstherewith; (ii) seeking to prohibit direct or indirect ownership or operation by Parent Purchaser or Merger Subsidiary any of its subsidiaries of all or a material portion of the business Business or assets the Acquired Assets of CompanySeller, or to compel Parent or Merger Subsidiary Purchaser or any of their respective its subsidiaries or Company to dispose divest of or to hold separately all or a material portion of the business Business or assets the Acquired Assets of Parent or Merger Subsidiary or of Company, Seller as a result of the transactions contemplated hereby; (iii) seeking to invalidate impose or render confirm limitations on the ability of Purchaser effectively to exercise directly or indirectly full rights of ownership of any of the Acquired Assets or properties of Seller; (iv) seeking or causing any material diminution in the direct or indirect benefits expected to be derived by Purchaser as a result of the transactions contemplated by this Agreement; (v) invalidating or rendering unenforceable any material provision of this Agreement (including without limitation any of the documents or agreements to be delivered hereunder); or (vi) which otherwise might materially adversely affect Purchaser or any of its subsidiaries or the other agreements attached as exhibits hereto Acquired Assets or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.Business;
(db) There shall not be any action taken, or any statute, rule, regulation, judgment, order order, or injunction proposed, enacted, entered, enforced, promulgated, issued issued, or deemed applicable to the transactions contemplated hereby, hereby by any federal, state state, or other foreign court, government government, or governmental authority or agency, that would reasonably be expected to resultwhich may, directly or indirectly, result in any of the consequences referred to in Section 6.1(c).(a) above or otherwise prohibit consummation of the transactions contemplated hereby;
(ec) No party hereto shall have terminated this Agreement as permitted herein; and
(d) There shall not have occurred any general of the following events that could have a material adverse effect on Purchaser or Seller: (i) a declaration of a banking moratorium or any suspension of quotation payments in respect of banks in the United States or any limitation by United States authorities 107 on the over-the-counter markets or trading on any national exchangeextension 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; or (iii) in the case of any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impracticalforegoing existing at the date hereof, as determined in the reasonable discretion of Companya material acceleration or worsening thereof.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of each party to effect this Agreement to consummate the transactions contemplated hereby Merger are subject to the fulfillment or waiver satisfaction at or prior to the Merger Effective Time of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There This Agreement and the Merger shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal approved and adopted by the consummation Stockholders in accordance with Delaware Law and California Law and the Company’s certificate of the transactions contemplated herebyincorporation.
(b) This Agreement No provision of any applicable law or regulation and all no judgment, injunction, order or decree issued by any court or governmental body having competent jurisdiction shall prohibit the consummation of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRSMerger.
(c) All actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger shall have been taken, made or obtained.
(d) No claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any United States, federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body (each, a “Governmental Authority”) shall have been threatened by, or commenced before, any Governmental Authority against either the Company or Parent, seeking to restrain or materially and adversely alter the transactions contemplated hereby which is reasonably likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement or which could reasonably be expected to have a Material Adverse Effect on the Company or Parent.
(e) There shall not be threatened, instituted or pending any action or proceeding (or any investigation or other inquiry that would reasonably be expected to result in such action or proceeding) before any Governmental Authority, or by any other Person, domestic, foreign or supranational, before any court or governmental authority or agency: (i) challenging agency of competent jurisdiction, domestic, foreign or supranational, seeking to make illegalrestrain, or to delay prohibit or otherwise directly or indirectly restrain or prohibit, interfere with the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary any of its Subsidiaries of all or a any material portion of the business or assets of Companythe Company or any of its Subsidiaries or of Parent or any of its Subsidiaries, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries its Subsidiaries or Company Affiliates to dispose of or to hold separately separate all or a any material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement Company or any of the other agreements attached as exhibits hereto or contemplated herebyits Subsidiaries, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, of Parent or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Companyits Subsidiaries.
(f) There Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and have expired or been terminated.
(g) The issuance of the shares of Parent Common Stock in the Merger Considerationshall either be exempt from registration pursuant to the exemption contained in Section 3(a)(10) of the 1933 Act or be registered under the 1933 Act.
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of each party Party to effect perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the fulfillment or waiver at or prior to the Merger Time satisfaction of the conditions set forth following conditions, unless waived in the paragraphs below:accordance with Section 13.6(a) and Section 13.6(b) hereof.
(a) There shall have been no lawAll corporate action necessary by TARGET to authorize the execution, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have beenbeen duly and validly taken.
(b) All Consents of, filings and registrations with, and shall at notifications to, all Regulatory Authorities required for consummation of the Merger Time remainshall have been obtained or made and shall be in full force and effect, duly authorized and all waiting periods required by Law shall have expired. No Consent obtained from any Regulatory Authority which is necessary to consummate the Boards transactions contemplated hereby shall be conditioned or restricted in a manner (including, without limitation, requirements relating to the raising of additional capital or the disposition of Assets) which, in the reasonable judgment of the Board of Directors of Companyeither Party, Parent and Merger Subsidiary. Further, would so materially adversely impact the Merger and economic or business benefits of the transactions contemplated by this Agreement shall have been approved by Parent, so as to render inadvisable the sole stockholder of Merger Subsidiary, and by the approval consummation of the stockholders of Company as required under the NRSMerger; provided, however, that no such condition or restriction shall be deemed to be materially adverse unless it materially differs from terms and conditions customarily imposed by any Regulatory Authority in connection with similar transactions.
(c) There Each Party shall have obtained any and all Consents required for consummation of the Merger or for the preventing of any Default under any Contract or Permit of such Party which, if not be threatenedobtained or made, instituted is reasonably likely to have, individually or pending any action or proceeding before any in the aggregate, a Material Adverse Effect on such Party.
(d) No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or agency: entered any Law or Order (iwhether temporary, preliminary or permanent) challenging or seeking to make illegaltaken any other action which prohibits, materially restricts or to delay or otherwise directly or indirectly restrain or prohibit, the makes illegal consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c)Agreement.
(e) There shall not have occurred any general suspension of quotation on All necessary approvals under state securities Laws or the over-the-counter markets 1933 Act or 1934 Act relating to the issuance or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion shares of Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of PURCHASER Common Stock issuable pursuant to the Merger Considerationshall have been received.
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of each party Party to effect the transactions contemplated hereby are Stock Purchase shall be subject to the fulfillment or waiver at satisfaction on or prior to the Merger Time Closing Date of the conditions set forth following conditions, any and all of which may be waived in whole or in part by any Party to the paragraphs belowextent permitted by applicable law:
(a) There shall have been no No law, statute, rule rule, order, decree or regulation, domestic or foreign, regulation shall have been enacted or promulgated by any Government Entity of competent jurisdiction which would prohibit declares this Agreement invalid or make illegal unenforceable in any material respect or which permanently restrains, enjoins or otherwise prohibits consummation of the Stock Purchase and all other material transactions contemplated by this Agreement and the Related Agreements;
(b) All government consents, orders and approvals required for the consummation of the Stock Purchase and the other transactions contemplated hereby.
(b) This by this Agreement and all the Related Agreements as specified in Section 3.2(d) of the transactions contemplated hereby shall have beenCompany Disclosure Schedule, and shall at Section 3.1(c) of the Merger Time remainStockholders' Disclosure Schedule or Section 3.3(c) of the Buyer Disclosure Schedule, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parentobtained, shall not impose upon the Company or the Buyer any terms or conditions which are unreasonably burdensome to the Buyer or to the business of the Company as the sole stockholder of Merger Subsidiary, and currently conducted or as currently contemplated to be conducted by the approval of Company and shall be in effect on the stockholders of Company as required under the NRS.Closing Date;
(c) There shall not be threatenedNo action, instituted or pending any action suit or proceeding before any court Governmental Entity shall have been instituted or governmental authority threatened which seeks to prevent or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the Stock Purchase and the other material transactions contemplated hereby by this Agreement and the Related Agreements or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct which challenges the validity or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision enforceability of this Agreement Agreement, which actions or any proceedings are reasonably likely to result in an adverse judgment in the reasonable opinion of counsel to the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.Buyer; and
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable the amendment to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any Company's Articles of the consequences referred to Association as provided in Section 6.1(c)2.3(b)(ii) shall have been duly effected.
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Samples: Stock Purchase Agreement (Applied Materials Inc /De)
Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are subject to the fulfillment or waiver at or prior to the Merger Effective Time of the conditions set forth in the paragraphs below:
(a) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Effective Time remain, duly authorized by the Boards boards of Directors directors of the Company, Parent Pubco and Merger SubsidiarySub. Further, the Merger and this Agreement shall have been approved by Parent, Pubco as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRSSub.
(c) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent Pubco or Merger Subsidiary Sub of all or a material portion of the business or assets of the Company, or to compel Parent Pubco or Merger Subsidiary Sub or any of their respective subsidiaries or the Company to dispose of or to hold separately all or a material portion of the business or assets of Parent Pubco or Merger any Pubco Subsidiary or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation trading on the over-the-counter markets New York Stock Exchange, the Nasdaq Stock Markets or trading on any national exchangeAmerican Stock Exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of the Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
(g) The appropriate parties to the registration rights letter agreement referenced in Section 5.13 shall have executed and delivered such letter agreement.
(h) The parties to the Option Agreement shall have executed and delivered the same with Pubco.
(i) A duly authorized officer of Merger Sub shall have executed the Certificate of Merger for filing with the appropriate state authorities.
Appears in 1 contract
Samples: Merger Agreement (Diamond One Inc)
Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are subject to the fulfillment or waiver at or prior to the Merger Time of the conditions set forth in the paragraphs below:
(a) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRSURBCA.
(c) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are subject to the fulfillment or waiver at or prior to the Merger Time of the conditions set forth in the paragraphs below:
(a) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, Subsidiary to consummate the Merger and are subject to the satisfaction of the following conditions:
(a) this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and adopted by the approval of the stockholders shareholders of Company as required in accordance with California Law;
(b) any applicable waiting period under the NRS.HSR Act relating to the Merger shall have expired or been terminated;
(c) There no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger;
(d) the Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC;
(e) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger shall have been taken, made or obtained; and
(f) there shall not be threatened, have been instituted or pending any action or proceeding (or any investigation or other inquiry that might result in such action or proceeding) by any government or governmental authority or agency, domestic, foreign or supranational, before any court or governmental authority or agency: , domestic, foreign or supranational, (i) challenging or seeking to make illegal, or to delay materially or otherwise directly or indirectly to restrain or prohibit, prohibit the consummation of the transactions contemplated hereby or Merger, seeking to obtain material damages in connection with such transactions; or otherwise directly or indirectly relating to the transactions contemplated by the Merger, or (ii) seeking to restrain or prohibit direct or indirect Parent’s ownership or operation by Parent (or Merger Subsidiary that of its respective Subsidiaries or Affiliates) of all or a any material portion of the business or assets of CompanyCompany and Company Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries its Subsidiaries or Company Affiliates to dispose of or to hold separately separate all or a any material portion of the business or assets of Parent or Merger Subsidiary Company Subsidiaries, taken as a whole, or of CompanyParent and its Subsidiaries, taken as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated herebywhole.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Conditions to Obligations of Each Party. Under This Agreement. The respective obligations of each party to effect consummate the transactions contemplated hereby are Merger shall be subject to the fulfillment satisfaction (or mutual waiver by both the Company and Parent, if permissible under Law) at or prior to the Merger Effective Time of each of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There The Company Stockholder Approval shall have been obtained.
(i) The consummation of the Transactions shall not then be restrained, enjoined or prohibited by any Order (whether temporary, preliminary or permanent) that continues to be in effect of any court of competent jurisdiction or any other Governmental Entity, and (ii)(A) there shall be no lawpending Proceeding before any court of competent jurisdiction pursuant to which any Governmental Entity of Canada, statuteGermany, rule Italy or regulationthe United Kingdom competent of administering the applicable Local National Security Laws of the applicable jurisdiction is seeking to restrain, domestic enjoin or foreignprohibit, enacted in whole or promulgated which would prohibit or make illegal in part, the consummation of the transactions contemplated hereby.
Transactions, or to impose or require any limitations or restrictions on, or obligations with respect to, the right of Parent effectively to control or operate its or any of its affiliates’ business (b) This Agreement and all including, after the Effective Time, the business of the transactions contemplated hereby shall have beenCompany and its Subsidiaries) or assets (including, and shall at after the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. FurtherEffective Time, the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval assets of the stockholders Company and its Subsidiaries) (in each case, whether temporary, preliminary or permanent) and (B) there shall not be in effect any Law enacted or promulgated by any Governmental Entity that prevents the consummation of Company as required under the NRSTransactions.
(c) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: (i) challenging Any applicable waiting period, together with any extensions thereof, under the HSR Act or seeking to make illegalunder any timing agreement entered into among Parent, or to delay or otherwise directly or indirectly restrain or prohibitMerger Sub, the Company and the relevant U.S. Governmental Entity prohibiting the consummation of the transactions contemplated hereby Merger before a specified time shall have expired or seeking to obtain material damages in connection with such transactions; been terminated and (ii) seeking the Orders, approvals or expirations of waiting or notification periods required to prohibit direct or indirect ownership or operation by Parent or consummate the Merger Subsidiary of all or a material portion under the Laws listed on Section 6.1(c) of the business Company Disclosure Letter shall have occurred or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Companybeen granted, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated herebyapplicable.
(d) There The French Foreign Investment Clearance shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, have been obtained and shall remain in any of the consequences referred to in Section 6.1(c)full force and effect.
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
Appears in 1 contract
Conditions to Obligations of Each Party. The respective obligations of each party Penton, Combination Subsidiary, D-M xxx the D-M Xxxreholders to effect the transactions contemplated hereby are Merger shall be subject to the fulfillment or waiver condition that the Spinoff shall have been consummated at or prior to the Effective Time. The respective obligations of Penton, Combination Subsidiary, D-M xxx the D-M Xxxreholders to effect the Merger shall also be subject to, and the obligation of Pittway to effect the Spinoff shall be subject to, the fulfillment at or prior to the Effective Time of the conditions set forth in the paragraphs belowfollowing conditions:
(a) There all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby.expired;
(b) This Agreement and all of Governmental Actions (other than routine qualifications to do business intended to be obtained as needed) required to be taken, given or obtained that are necessary in connection with the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall (i) have been approved by Parenttaken, given or obtained, (ii) be in full force and effect as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under Effective Time and (iii) not be subject to any pending proceedings or appeals, administrative, judicial or otherwise (and the NRS.time for appeal with respect to any Governmental Action shall have expired, or, if an appeal shall have been taken, it shall have been dismissed);
(c) There there shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority Governmental Authority, whether within or agency: outside the United States, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the transactions contemplated hereby Spinoff or the Merger, or seeking to obtain material damages in connection with such transactions; the Spinoff or the Merger, (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary Penton of all or a material portion of the business or assets of CompanyD-M, or xx to compel Parent or Merger Subsidiary Penton or any of their respective subsidiaries or Company its Subsidiaries to dispose of or to hold separately all or a material portion of the business or assets thereof, (iii) seeking to impose or confirm limitations on the ability of Parent Penton effectively to exercise directly or Merger Subsidiary indirectly full rights of ownership of the shares of capital stock of the Surviving Corporation or any of Companyits other Subsidiaries, including without limitation the right to vote such shares on all matters properly presented to the shareholders of any such company, (iv) seeking to require direct or indirect divestiture by Penton of any shares of capital stock of the Surviving Corporation or any of its other Subsidiaries, (v) seeking or causing any material diminution in the direct or indirect benefits expected to be derived by Penton or the D-M Xxxreholders as a result of the transactions contemplated hereby; by this Agreement, (iiivi) seeking to invalidate invalidating or render rendering unenforceable any material provision of this Agreement or (including without limitation any of the other agreements attached as exhibits hereto or contemplated herebyattachments hereto), (vii) which otherwise is reasonably likely to have a Material Adverse Effect on Penton or the Surviving Corporation, or (ivviii) otherwise relating in any material respect to and materially adversely affecting the transactions contemplated hereby.Spinoff or the Merger;
(d) There there shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, Spinoff or the Merger by any federal, state or other court, government or governmental authority or agency, that would Governmental Authority which is reasonably be expected to resultlikely to, directly or indirectly, result in any of the consequences referred to in Section 6.1(c).(c) above;
(e) There Penton shall have entered into credit arrangements sufficient to enable it to repay at the time of the Spinoff its then outstanding indebtedness to Pittway and to provide it with sufficient working capital for its foreseeable post-Spinoff needs taking into account the provisions of this Agreement;
(f) there shall not have occurred and be continuing (i) any general suspension of quotation of, or limitation on prices for, trading in securities on the New York Stock Exchange or on the National Association of Securities Dealers Automated Quotation System, National Markets System, or in the United States over-the-counter markets or trading on any national exchangemarket, or (ii) any general bank moratorium action by any Governmental Authority which would limit or closing or any war, national emergency or other event affecting adversely affect the economy or securities trading markets generally that would make completion extension of credit to Penton pursuant to the Merger impractical, as determined credit arrangements referred to in the reasonable discretion of Company.(e) above;
(fg) There the Penton Common shall have been registered under the Exchange Act pursuant to a registration statement of Penton and such registration statement shall have become effective and shall not be available subject to any stop order and no stop order proceeding with respect thereto shall have been initiated or threatened by the Commission;
(h) if necessary, the Penton Common to be issued to the D-M Xxxreholders pursuant to this Agreement shall have been registered under all applicable United States state securities or blue sky laws;
(i) a good faith claim for exemptions from registration statement of Penton registering the registration requirements of Spinoff under the Securities Act shall have become effective and all applicable blue sky laws shall not be subject to any stop order and no stop order proceeding with respect thereto shall have been initiated or threatened by the Commission;
(j) the Penton Common to be issued in the Spinoff and to be issued or contingently issued to the D-M Xxxreholders pursuant to this Agreement shall have been approved for listing on the offer New York Stock Exchange, or for trading on the National Association of Securities Dealers Automated Quotation System, National Market System, upon official notice of issuance;
(k) Pittway shall not have been notified by the IRS that the Ruling has been withdrawn, invalidated or modified in any way adverse to Pittway or its stockholders; and issuance Pittway shall not have determined in good faith that the representations and assumptions underlying the Ruling are untrue or incorrect in any material respect;
(l) Pittway, and Penton and each of its Subsidiaries, shall have obtained each consent and approval necessary in order that the Spinoff and the Merger not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on the stock or assets of Penton or any of its Subsidiaries pursuant to the provisions of, any agreement, arrangement, understanding, license, franchise or permit to which any of them is a party or by which any of them is bound, which individually or in the aggregate would be material;
(m) D-M xxxll have obtained each consent and approval necessary in order that the Merger not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on the stock or assets of the Merger ConsiderationSurviving Corporation pursuant to the provisions of, any agreement, arrangement, understanding, license, franchise or permit to which D-M xx a party or by which it is bound, which individually or in the aggregate would be material;
(n) except as contemplated in Sections 2.4(d) and 7.14, each person who is a director, officer or employee of Pittway or any Post-Spinoff Pittway Subsidiary shall have resigned from each office and directorship held by him at Penton and its Subsidiaries;
(o) at the Closing, Donoxxx xxx Pentxx, xxd Meehxx and Penton, shall have entered into Employment Agreements in the forms of EXHIBIT E and EXHIBIT F, respectively (the "EMPLOYMENT AGREEMENTS"); and
(p) no party hereto shall have terminated this Agreement as permitted herein.
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Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are Closing Transactions shall be subject to the fulfillment or waiver fulfillment, at or prior to the Merger Time Effective Time, of each of the conditions set forth in the paragraphs below:
(a) There shall have been no lawfollowing conditions, statute, rule or regulation, domestic or foreign, enacted or promulgated any of which would prohibit or make illegal the consummation of the transactions contemplated hereby.
(b) This Agreement and may be waived by all of the transactions contemplated hereby shall have beenparties hereto in writing, and each party shall at use its or his commercially reasonable efforts to cause such conditions to be fulfilled: At the Merger Time remainEffective Time, duly authorized there shall be no effective injunction, writ, or preliminary restraining order or any order of any nature issued by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent, as the sole stockholder of Merger Subsidiary, and by the approval of the stockholders of Company as required under the NRS.
(c) There shall not be threatened, instituted or pending any action or proceeding before any a court or governmental authority agency of competent jurisdiction directing that the Drop-Down, Dividend, Split-Off, Merger or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions any other transaction contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, Ancillary Agreements not be consummated as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to herein provided and materially adversely affecting the transactions contemplated hereby.
(d) There there shall not be have been any action taken, or any statute, rule, regulation, judgment, or order or injunction proposed, enacted, entered, enforced, promulgated, promulgated or issued or deemed applicable to the transactions Drop-Down, Split-Off, Merger or any other transaction contemplated herebyhereby or by the Ancillary Agreements, by any federal, federal or state or other court, government or governmental authority or agencycourt, that which would reasonably be expected to result, directly (i) prohibit the Surviving Corporation's ownership or indirectly, in any operation of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension all or a material portion of quotation on the over-the-counter markets APHI's business or trading on any national exchangeassets, or any general bank moratorium compel the Surviving Corporation or closing Alpine to dispose of or any warhold separate all or a material portion of APHI's business or assets, national emergency or other event affecting the economy or securities trading markets generally that would make completion as a result of the Merger impractical, as determined in or (ii) make the reasonable discretion of Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance consummation of the Merger Considerationillegal, and no such action shall have been taken or any such statute, rule, regulation, or order enacted, promulgated, issued, or deemed applicable to the Merger which would be reasonably likely to produce such result.
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Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby are subject to the fulfillment or waiver at or prior to the Merger Time of the conditions set forth in the paragraphs below:
(a) There shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated hereby.
(b) This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this Agreement shall have been approved by Parent’s Board of Directors, as the sole stockholder of Merger Subsidiary, and by the approval of the majority of the stockholders of Company as required under the NRSDGCL.
(c) There shall not be threatened, instituted or pending any action or proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby.
(d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c).
(e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company.
(f) There shall be available a good faith claim for exemptions from the registration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.
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