Conditions to the Obligation of Each Party. The respective obligations of the Company, Parent and Merger Sub to effect the Merger are subject, at or prior to the Effective Time, to the satisfaction or waiver of the following conditions: (a) The Company Shareholder Approval shall have been obtained in accordance with the Company Organizational Documents and the WBCA; (b) No applicable Law or Order shall then be in effect which has the effect of prohibiting the consummation of the Merger or the other Merger Agreement Transactions; (c) There shall not then be pending or threatened any Litigation by any Governmental Entity which challenges or seeks to enjoin the Merger or the other Merger Agreement Transactions; and (d) The Offer Closing shall have occurred.
Appears in 4 contracts
Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Perceptive Advisors LLC), Merger Agreement (Penwest Pharmaceuticals Co)
Conditions to the Obligation of Each Party. The respective obligations of the Company, Parent and Merger Sub to effect the Merger are subject, at or prior to the Effective Time, subject to the satisfaction or waiver of the following conditions:
(a) The Prior to the Effective Time the Company Shareholder Approval shall have been obtained in accordance with obtained, if required by the Company Organizational Documents and the WBCAGBCC;
(b) No At or prior to the Offer Closing, no applicable Law or Order shall then be and remain in effect which has the effect of prohibiting the consummation of the Merger or the other Merger Agreement TransactionsMerger;
(c) There At or prior to the Offer Closing, there shall not then be pending or threatened any Litigation by any Governmental Entity which challenges or seeks to enjoin the Merger or the other Merger Agreement Transactions; andMerger;
(d) The At or prior to the Offer Closing Closing, Merger Sub shall have occurredpreviously accepted for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer.
Appears in 2 contracts
Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Healthtronics, Inc.)
Conditions to the Obligation of Each Party. The respective obligations of the Company, Parent and Merger Sub to effect the Merger are subject, at or prior to the Effective Time, subject to the satisfaction or waiver of the following conditions:
(a) The Company Shareholder Approval shall have been obtained in accordance with the Company Organizational Documents and the WBCAduly obtained;
(b) No applicable Law or Order shall then be and remain in effect which has the effect of prohibiting the consummation of the Merger or any of the other Merger Agreement Transactions;; and
(c) There shall not then be pending or threatened any Litigation by any Governmental Entity which challenges or seeks to enjoin the Merger or any of the other Merger Agreement Transactions; and
(d) The Offer Closing shall have occurred.
Appears in 1 contract
Samples: Merger Agreement (Pokertek, Inc.)