CONDITIONS TO THE PARTIES. OBLIGATIONS
CONDITIONS TO THE PARTIES. OBLIGATIONS TO CLOSE
8.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS TO CLOSE. The respective obligations of Acquiror and Bank, on the one hand, and Target and Target Bank, on the other, to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:
(a) The Agreement and the transactions contemplated hereby shall have received all requisite approvals of the shareholders of Target.
(b) No judgment, decree, injunction, order or proceeding shall be outstanding or threatened by any Governmental Entity which prohibits or restricts the effectuation of, or threatens to invalidate or set aside, the Merger or the Bank Merger substantially in the form contemplated by this Agreement, unless counsel to the party again whom such action or proceeding was instituted or threatened renders to the other Parties hereto a favorable opinion that such judgment, decree, injunction, order or proceeding is without merit.
(c) On or before September 30, 2001, (i) the Parties shall have received any required Consent from the FRB, the Commissioner, the FDIC, and, at or prior to the Effective Time, this Agreement and the transactions contemplated hereby shall have been approved by any other Governmental Entity whose Consent is required for consummation of the transactions contemplated in this Agreement and (ii) no final FASB ruling is adopted prohibiting the use of "pooling of interest" accounting treatment in this transaction or which otherwise limits the benefits to Acquiror of the "pooling of interest" accounting rules as they exist as of the date hereof, in each case either unconditionally or without the imposition of conditions or limitations that are applicable to any Party or would become applicable to Acquiror or the Surviving Bank after the Merger and/or the Bank Merger that Acquiror reasonably and in good faith concludes would materially adversely affect the financial condition or operations of any Party or otherwise would be materially burdensome to any Party and all such Consents shall be in effect at the Effective Time, which Consents shall permit the Merger and the Bank Merger and permit the Surviving Bank to acquire and conduct all direct and indirect activities as previously conducted by Target Bank, at or prior to the Effective Time, and all required waiting periods shall have expired.
(d) No Rule shall be outstanding or threatened by any Governmental En...
CONDITIONS TO THE PARTIES. Obligations The obligations of the PARTIES at the Closing are subject to the fulfillment to their satisfaction, on or prior to the Closing, of the following conditions, any of which may be waived in accordance with the provisions hereof.
CONDITIONS TO THE PARTIES. OBLIGATIONS TO CLOSE -----------------------------------------------------------
4.1 CONDITIONS TO THE OBLIGATIONS OF INSTRUMENT PARTNERS AND MBO-IV TO CLOSE. The obligations of Instrument Partners and MBO-IV to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver) of the following conditions:
CONDITIONS TO THE PARTIES. Obligations Under this Agreement. The respective rights and obligations of each of the parties under this Agreement and the other transactions contemplated hereby shall be subject to the execution of the Stock Purchase Agreement between the parties and the closing of the transactions contemplated thereunder, including the sale of the Minority Shares by BW to BNP Paribas and the purchase of the Minority Shares from BW by BNP Paribas.
CONDITIONS TO THE PARTIES. OBLIGATIONS --------------------------------------------------
CONDITIONS TO THE PARTIES. OBLIGATIONS TO CLOSE
8.1 Conditions to Each Party’s Obligations to Close
8.2 Additional Conditions to Obligations of Company and Bank to Close 8.3 Additional Conditions to Obligations of Seller to Close
CONDITIONS TO THE PARTIES. OBLIGATIONS TO CLOSE ARTICLE VI
CONDITIONS TO THE PARTIES. OBLIGATIONS TO CONSUMMATE THE BUYBACK --------------------------------------------------------------------------
5.1 Conditions to the Obligations of VW to Consummate the Buyback. The obligation of VW to consummate the Buyback is subject to the satisfaction (or waiver) of the following conditions:
CONDITIONS TO THE PARTIES. Second Purchase Obligations
