Conditions to the Exchange. The Exchange shall not close unless and -------------------------- until 100% of the outstanding principal amount of the Notes have tendered their Notes for exchange (which provision may be waived by the holders of 95% in aggregate principal amount of the Notes).
Conditions to the Exchange. (a) The obligations of the Company to consummate the Exchange contemplated hereby shall be subject to the satisfaction or waiver (where permissible under applicable Law) of the following conditions:
(i) The representations and warranties of each Stockholder contained in Section 5 shall be true and correct in all material respects as of the Exchange Closing Date with the same force and effect as though made on and as of such date.
(ii) Each covenant or agreement that each Stockholder is required to comply with or to perform at or prior to the Exchange Time shall have been complied with and performed in all material respects.
(iii) The Company shall have received a certificate executed by an authorized officer of each of the Stockholders confirming that the conditions set forth in clauses “(i)” and “(ii)” of this Section 3(a) have been duly satisfied.
(b) The obligations of the Stockholders to consummate the Exchange contemplated hereby shall be subject to the satisfaction or waiver (where permissible under applicable Law) of the following conditions:
(i) The representations and warranties of the Company contained in Section 4 hereof shall be true and correct in all material respects as of the Exchange Closing Date with the same force and effect as though made on and as of such date.
(ii) Each covenant or agreement the Company is required to comply with or to perform at or prior to the Exchange Time shall have been complied with and performed in all material respects.
(iii) The Stockholders shall have received a certificate executed by an executive officer of the Company confirming that the conditions set forth in clauses “(i)” and “(ii)” of this Section 3(b) have been duly satisfied.
Conditions to the Exchange. (a) The obligations of the Participating Corporations and the Principal Shareholders to consummate the Exchange pursuant to the Plan shall be conditioned upon the satisfaction of the following conditions:
(i) The Plan shall have been approved at the meeting of shareholders of the Company held for such purpose (the "Shareholder Meeting"), or any adjournment thereof, by the vote of the holders of 75% of the Common Stock outstanding and entitled to vote thereon.
(ii) All filings, registrations, notices, consents, approvals, authorizations, certificates, orders and permits with respect to the exchange of the Exchange Shares pursuant to and in accordance with the provisions of the Plan required from any Governmental Entity having or asserting jurisdiction over the Participating Corporations shall have been made or obtained and be in full force and effect on a basis reasonably satisfactory to the Participating Corporations.
(iii) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree or injunction which prohibits or has the effect of prohibiting the consummation of the Exchange; provided, that the party asserting this condition shall have used its reasonable best efforts to have any such order, decree or injunction vacated.
(iv) There shall not have been threatened, instituted or pending any action or proceeding by any Governmental Entity, or by any other Person, domestic or foreign, before any court of competent jurisdiction or Governmental Entity, which could reasonably be expected to: (i) make illegal, materially impede or otherwise directly or indirectly prohibit or materially restrain the Exchange or seek to obtain material damages in connection therewith, (ii) prohibit or materially limit the ownership or operation by the Acquiror of all or any material portion of the business or assets of the Company and its subsidiaries taken as a whole or compel the Acquiror to dispose of or hold separately all or any material portion of the business or assets of the Acquiror or the Company and its subsidiaries taken as a whole, or seek to impose any material limitation on the ability of the Acquiror to conduct its business or own such assets, or (iii) have a material adverse effect on the business of the Acquiror or the Company and its subsidiaries taken as a whole (hereinafter as applied to the Company, a "Material Adverse Effect").
(v) Each of the Participating Corporations shall have rec...
Conditions to the Exchange. The obligations of the parties to complete the transactions contemplated under this Agreement are conditioned upon the each condition set forth in Sections 9.01, 9.02 and 9.03 of the Mergers Agreement being satisfied, waived (subject to Section 5(d)) or capable of being satisfied concurrently with the closing of the Mergers Agreement.
Conditions to the Exchange. The consummation of the Exchange is subject to the satisfaction of the following conditions:
(a) The Exchange shall have received the approval of the holders of JCI Stock and New Journal A Stock (which has already been received) to the extent required by the WBCL and the respective Articles of Association/Incorporation and Bylaws of JCI and New Journal;
(b) The proposed amendment and termination of the Journal Employees' Stock Trust ("JESTA") shall have received the approvals required by JESTA;
(c) The registration statement relating to the shares of New Journal B Stock to be issued as a result of the Exchange shall be effective under the Securities Act of 1933, as amended, and shall not be the subject of any "stop order";
(d) New Journal shall simultaneously consummate the IPO;
(e) No statute, rule, regulation, executive order, decree, injunction or other order shall have been enacted, entered, promulgated or enforced by any court or governmental authority that is in effect and has the effect of prohibiting the consummation of the Exchange or the amendment and termination of JESTA; and
(f) All approvals and consents necessary or desirable, if any, in connection with the consummation of the Exchange and the amendment and termination of JESTA shall have been obtained.
Conditions to the Exchange. The shareholders of Xxxxxx are under no obligation to accept shares of outstanding common stock of Apache.
Conditions to the Exchange. 5.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived in writing, in whole or in part, by the Corporation or CN, to the extent permitted by applicable law:
(a) No Governmental Authority shall have enacted, issued, promulgated or enforced any statute, rule, regulation, executive order, decree, judgment, preliminary or permanent injunction or other order which is in effect and which prohibits, enjoins or otherwise restrains the consummation of the transactions contemplated hereby; provided, that the parties shall use commercially reasonable efforts to cause any such decree, judgment, injunction or order to be vacated or lifted.
(b) Each consent or approval from, or filing with any Person, required to be obtained or made and any waiting period required to have expired in order to consummate the transactions contemplated by this agreement at the Closing shall have been obtained, or made, as the case may be, and any such waiting period shall have expired.
(c) The sale of 25 units of Worldwide Fiber IC LLC from IC Fiber Holding Inc. ("ICFHI") to Worldwide Fiber IC Holdings, Inc. ("WFICHI") pursuant to that certain Purchase Agreement dated March 6, 2000 and made between ICFHI, WFICHI and Illinois Central Railroad Company shall have been completed.
Conditions to the Exchange. SECTION 7.01. Conditions to the Obligations of Each Party. The obligations of the Company, JVKG and Stockholder to consummate the Exchange are subject to the satisfaction or waiver (where permissible) of the following conditions:
(a) this Agreement and the issuance of the Exchange Consideration pursuant to the terms of the Exchange, as the case may be, contemplated hereby shall have been approved and adopted by the requisite affirmative vote of the board of directors of JVKG in accordance with the laws of the State of Nevada;
(b) no Governmental Entity or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award (an "Order") which is then in effect and has the effect of making the Exchange illegal or otherwise prohibiting consummation of the Exchange; and
(c) all consents, approvals and authorizations legally required to be obtained to consummate the Exchange shall have been obtained from and made with all Governmental Entities.
Conditions to the Exchange. 6.01 Conditions to Each Party's Obligation to Effect the Exchange.................................................31 6.02 Conditions to the Obligation of Seller to Effect the Exchange.................................................32 6.03 Conditions to the Obligation of Acquiror to Effect the Exchange.................................................32
Conditions to the Exchange. 6.01 Conditions to Each Party's Obligation to Effect the --------------------------------------------------- Exchange. The respective obligations of each party to effect the Exchange -------- shall be subject to the fulfillment of the following conditions (which may be waived in whole or in part in writing by the parties):
(a) no preliminary or permanent injunction or other order, decree or ruling of any court of competent jurisdiction shall have been threatened or issued and no statute, rule, regulation or order of any governmental, regulatory or administrative agency or authority shall be in effect or be proposed that would prevent the consummation of the Exchange as contemplated hereby;
(b) all waivers, consents, authorizations, orders and approvals of, filings with, and waiting periods imposed by, any governmental authority or any court or other tribunal or any other person, firm or entity which are required for the performance of this Agreement and the agreements contemplated hereby and the consummation by each party hereto and thereto of the transactions contemplated hereby and thereby, including the Exchange, shall have been obtained or made or shall have expired, as appropriate; and
(c) Acquiror and Seller shall have each received from Ernst & Young LLP ("Ernst & Young") an opinion addressed to and in a form reasonably acceptable to Acquiror and Seller concerning qualification of the Exchange as a nontaxable distribution of stock of a controlled corporation under Section 355 of the Code (the fees payable to Ernst & Young in connection with such opinion to be split equally between Seller and Acquiror). In connection with such opinion, Ernst & Young shall be entitled to rely on the representations, warranties and covenants set forth in this Agreement, additional representations of Seller, the Bank and Acquiror reasonably requested by Ernst & Young, and reasonable assumptions set forth in such opinion.
