Conditions to Obligations of ICB and NB&T Sample Clauses

Conditions to Obligations of ICB and NB&T. Notwithstanding any other provision of this Agreement, the obligations of ICB and NB&T to close the transactions contemplated by this Agreement shall be subject to the fulfillment of each of the following conditions:
Sample 1
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Conditions to Obligations of ICB and NB&T. Notwithstanding any other provision of this Agreement, the obligations of ICB and NB&T to close the transactions contemplated by this Agreement shall be subject to the fulfillment of each of the following conditions: (1) All permits, approvals, consents, authorizations, exemptions or waivers of any federal or state governmental body or agency necessary or appropriate for consummation of the transactions contemplated by this Agreement shall have been obtained and all notices required to be filed shall have been filed and any objection or waiting period with respect to such notice shall have expired; (2) All waivers, consents and approvals of every person necessary or appropriate for the consummation of the transactions contemplated by this Agreement shall have been obtained, and none of such waivers, consents and approvals shall contain any term or condition which, in the judgment of ICB, individually or in the aggregate, would materially reduce the value of Agency and its subsidiaries, taken as a whole, to ICB; (3) There shall not be in effect any federal or state law, rule or regulation or any order or decision of a court of competent jurisdiction which prevents or materially delays the consummation of the transactions contemplated by this Agreement; (4) ICB shall have (a) received an opinion from its legal counsel, satisfactory to ICB, that the issuance of ICB Shares pursuant to this Agreement need not be registered pursuant to the Securities Act of 1933 (the "Securities Act") or pursuant to any applicable state law, or (b) effectively registered the ICB Shares pursuant to the Securities Act and pursuant to any applicable state law; (5) The representations and warranties of Agency and the Agency Shareholders contained in Section 7 of this Agreement shall be true in all material respects at and as of the date hereof and at and as of the day of the Closing as if made at and as of such time; (6) Agency and the Agency Shareholders shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Agency and the Agency Shareholders before or on the day of the Closing; (7) There shall not have been a material adverse change in the financial condition, assets, liabilities, obligations, properties, business or prospects of ICB, NB&T or Agency after the date of this Agreement; (8) Agency and the Agency Shareholders shall have delivered to ICB a certificate da...
Sample 1

Related to Conditions to Obligations of ICB and NB&T

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is further subject to satisfaction or waiver of the following conditions:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of the Company The Company’s obligation to sell and issue the Shares and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions to Obligations of the Buyer The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

  • Conditions to Obligations of the Parties The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of All Parties The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

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