Conditions to Parties Obligations Hereunder Sample Clauses

Conditions to Parties Obligations Hereunder. The sole conditions (the "Closing Conditions") to the performance by FSA and WMIG of their obligations hereunder are (a) approval by the Board of Directors of WMIG of this Agreement and the transaction contemplated hereby at its meeting to be held on November 1, 1999 or as promptly thereafter as practicable (the "WMIG Board Approval Condition"); and (b) if applicable, (i) expiration or earlier termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), and (ii) confirmation that the requirements of the New York Stock Exchange applicable to the sale of Shares contemplated hereby will not require FSA shareholder approval (the "NYSE Condition"). FSA and WMIG shall endeavor to (i) promptly make any filing required under the HSR Act and use commercially reasonable efforts to obtain expiration or earlier termination of the waiting period under the HSR Act (the "HSR Condition") and satisfaction of the NYSE Condition, and (ii) consummate, and shall use their best efforts to consummate, the closing hereunder. In furtherance of the foregoing, WMIG agrees to schedule a Board meeting on November 1, 1999 or as promptly thereafter as practicable at which the Board of WMIG shall consider this Agreement and the transaction contemplated hereby. If the WMIG Board shall not approve this Agreement and the transaction contemplated hereby at such meeting, then this Agreement shall terminate.
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Conditions to Parties Obligations Hereunder. The conditions (the "Closing Conditions") to the performance by FSA and XL of their obligations hereunder are (a) the representations and warranties of FSA and XL, respectively, shall be true and correct as of the date hereof and as of the Closing and (b) all regulatory consents and approvals, if any, required in connection with the issuance, sale and purchase of the Shares shall have been duly obtained, made or given and shall be in full force and effect as of the Closing. FSA and XL shall endeavor to use their best efforts to consummate the closing hereunder; provided, however, that neither FSA nor XL shall be required to take any action that may have a material adverse effect on its assets, business or future prospects.
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Conditions to Parties Obligations Hereunder. The performance by either party to this Amended Letter Agreement shall be conditioned upon the satisfaction of each of the following conditions, unless such condition is waived in writing by the party for whose benefit such condition exists:
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Related to Conditions to Parties Obligations Hereunder

  • Conditions to All Parties’ Obligations Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:

  • Conditions to Each Party’s Obligation The respective obligation of each party to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver, on or prior to the Closing Date, of the following conditions:

  • Parties Obligations The Parties’ obligations under this Agreement will continue notwithstanding the existence of a Material Change.

  • Conditions to Each Party’s Obligations The obligations of each Party to consummate the Merger and the other transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and the Purchaser of the following conditions:

  • Conditions to Agent’s Obligations The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time 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 Parties The obligation of the Parties to effect the Generation Exchange and the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Exchange Closing Date, of the following conditions: (a) The waiting period under the HSR Act applicable to the consummation of the exchange of the Exchange Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the exchange of the Exchange Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority prohibiting the consummation of the exchange of the Exchange Assets; (c) The DLC Nuclear Closing as defined in the Nuclear Conveyance Agreement shall have occurred; (d) The CAPCO Settlement Agreement shall have been executed by DLC, the FE Subsidiaries and TEC; (e) The Support Agreement shall have been executed by FE and DLC; (f) All consents or approvals, filings with, or notices to any Governmental Authority that are necessary for the consummation of the transactions contemplated by each of the CAPCO Settlement Agreement and the Electrical Facilities Agreement shall have been obtained or made, other than such consents, approvals, filings or notices which are not required in the ordinary course to be obtained or made prior to the consummation of the transactions thereunder or which, if not obtained or made, will not prevent the parties thereto from performing their material obligations thereunder; and (g) There shall be no court order requiring DQE to consummate the transactions contemplated under the Agreement and Plan of Merger between DQE and Allegheny Energy, Inc.

  • 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: (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

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