Conditions to the Mergers. 36 Termination of the Mergers and the Merger Agreement..................... 37
Conditions to the Mergers. Section 8.01 Conditions to the Obligations of Each Party. The obligations of the Company and Buyer Parties to consummate the Mergers are subject to the satisfaction or waiver in writing (where permissible) of the following conditions:
(a) The Company Shareholder Approval shall have been obtained.
(b) The Operating Trust Unitholder Approval shall have been obtained.
(c) The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order suspending its effectiveness issued by the SEC, and no proceedings seeking such stop order shall have been initiated or, to the knowledge of the Company, threatened by the SEC.
(d) Any waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act and the German Act shall have expired or been terminated, and any approval required thereunder shall have been obtained.
(e) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Mergers illegal or prohibiting consummation of the Mergers
Section 8.02 Conditions to the Obligations of the Buyer Parties. The obligations of the Buyer Parties to consummate the Mergers are subject to the satisfaction or waiver in writing of the following additional conditions:
(a) The representations and warranties of the Company Parties contained in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of such date, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in clause (b) of Section 4.08)) does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. In addition, the representations and warranties set forth in Sections 4.03 and 4.04 and shall be true and correct in all material respects and the representations and warranties set forth in clause (b) of Section 4.08 shall be true and correct in all respects as of the date hereof and as of the ...
Conditions to the Mergers. Section 9.01 Conditions to Obligations of Each Party 97 Section 9.02 Conditions to the Obligations of Parent, Merger Sub 1 and Merger Sub 2 97 Section 9.03 Conditions to the Obligations of the Company 98
Conditions to the Mergers. Conditions to Each Party’s Obligation to Effect the Mergers 82 Section 7.2 Conditions to Obligation of the Company to Effect the Mergers 82 Section 7.3 Conditions to Obligations of Parent to Effect the Mergers 83 Section 7.4 Frustration of Closing Conditions 84
Conditions to the Mergers. 7.01. Conditions to the Obligations of Each Party to Consummate the Mergers........................................................... 54 7.02. Conditions to the Obligations of IVAX................................ 55 7.03. Conditions to the Obligations of Bergen.............................. 56 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER
Conditions to the Mergers. SECTION 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERS. The respective obligations of each party to effect the Mergers shall be subject to the satisfaction on or prior to the Closing Date of the following conditions, except, to the extent permitted by applicable law, that such conditions may be waived in writing pursuant to Section 9.5 by the joint action of the parties hereto:
Conditions to the Mergers. Section 8.1 Conditions to Obligations of Each Party to Effect the Mergers. The respective obligations of each Party to effect the Mergers shall be subject to the following conditions:
Conditions to the Mergers. Conditions to the Obligations of Each Party 72 Section 7.2 Conditions to Obligations of Parent, Merger Sub I and Merger Sub II to Effect the Mergers 73 Section 7.3 Conditions to Obligation of the Company to Effect the Mergers 74 Section 8.1 Termination 74 Section 8.2 Effect of Termination 77 Section 8.3 Termination Fees 77 Section 8.4 Amendment 79 Section 8.5 Extension; Waiver 79 Section 8.6 Expenses; Transfer Taxes 79
Conditions to the Mergers. Notwithstanding any provisions of this Agreement to the contrary, none of the parties hereto shall be required to consummate the transactions contemplated hereby if any third-party consent, authorization or approval that any of the parties hereto deem necessary or desirable in connection with this Agreement, or the consummation of the transactions contemplated hereby, has not been obtained or received.
Conditions to the Mergers. 8.1 Conditions to the Obligations of Each Party to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment or waiver, where permissible, at or prior to the Closing Date, of each of the conditions set forth in Section 6.1 of the Master Agreement.
8.2 Conditions to Obligations of MergerCo and MergerLP. The obligations of MergerCo to effect the Company Merger and of MergerLP to effect the Partnership Merger respectively, shall be further subject to the following conditions:
