Common use of Conditions to the Obligation of Each Party Clause in Contracts

Conditions to the Obligation of Each Party. The obligations of each Party to proceed to the Closing is subject to the satisfaction or waiver (where legally permissible) of the following conditions on or prior to the Closing: (a) no applicable Laws shall have been adopted or promulgated after the date of this Agreement by any Governmental Authority, and no temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority of competent jurisdiction (an “Injunction”) shall be in effect, in any case having the effect of making the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the transactions contemplated hereby; (b) no Action shall have been initiated or threatened by any Governmental Authority seeking an Injunction having the effect of making the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the transactions contemplated hereby; (c) the Closing (as defined in the JVIA) shall have been consummated pursuant to the JVIA; and (d) the Purchaser shall have obtained the Required Audit Committee Approval.

Conditions to the Obligation of Each Party. The obligations of each Party to proceed to the Closing is are subject to the satisfaction or waiver (where legally permissible) of the following conditions on or prior to the Closing: (a) no applicable Laws shall have been adopted or promulgated after the date of this Agreement by any Governmental Authority, and no temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority of competent jurisdiction (an “Injunction”) shall be in effect, in any case having the effect of making the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the transactions contemplated hereby; (b) no Action shall have been initiated or threatened by any Governmental Authority seeking an Injunction having the effect of making the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the transactions contemplated hereby; (c) the Closing (as defined in the JVIA) shall have been consummated pursuant to the JVIA; and (d) the Purchaser shall have obtained the Required Audit Committee Approval.

Conditions to the Obligation of Each Party. The respective obligations of each Party Parent, Sub and the Company to proceed to effect the Closing is Merger are subject to the satisfaction or waiver (where legally permissible) of the following conditions on or prior to the Closingconditions, unless waived in writing by all parties: (a) no applicable Laws This Agreement and the Plan of Merger shall have been approved and adopted or promulgated after by the date of this Agreement by any Governmental Authority, and no Required Vote; (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority court of competent jurisdiction (an “Injunction”) or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect, in any case having the effect of making the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the transactions contemplated hereby; (b) no Action shall have been initiated or threatened by any Governmental Authority seeking an Injunction having the effect of making the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the transactions contemplated hereby; (c) All actions by or in respect of or filings with any Governmental Entity required to permit the Closing (as defined in consummation of the JVIA) Merger shall have been consummated pursuant to obtained or made (including the JVIAexpiration or termination of any applicable waiting period under the HSR Act and any pre-closing clearance required under the antitrust laws of any applicable jurisdiction); and (d) the Purchaser No Governmental Entity shall have obtained enacted, issued, promulgated, enforced or entered any Law, executive order, decree or injunction (whether temporary, preliminary or permanent) which is then in effect and has the Required Audit Committee Approvaleffect of making illegal, materially restricting or in any way preventing or prohibiting the Merger.