Conditions to the Parties’ Obligations Sample Clauses
Conditions to the Parties’ Obligations. Under This Agreement. The respective obligations of the parties under this Agreement shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
(a) All necessary regulatory or governmental approvals and consents shall have been obtained without any non-standard term or condition which would materially impair the value of Market and Market Bank to Peoples; all conditions required to be satisfied prior to the Effective Time by the terms of such approvals and consents shall have been satisfied; and all waiting periods in respect thereof shall have expired;
(b) All corporate action necessary to authorize the execution and delivery of this Agreement and consummation of the transactions contemplated hereby and by the Agreement of Merger shall have been duly and validly taken by Peoples and Market, including approval by the requisite vote of the stockholders of Market and Peoples of this Agreement and the Agreement of Merger;
(c) No order, judgment or decree shall be outstanding against a party hereto or a third party that would have the effect of preventing completion of the Merger; no suit, action or other proceeding shall be pending or threatened by any governmental body in which it is sought to restrain or prohibit the Merger; and no suit, action or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit the Merger or obtain other substantial monetary or other relief against one or more of the parties hereto in connection with this Agreement and which Peoples or Market determines in good faith, based upon the advice of their respective counsel, makes it inadvisable to proceed with the Merger because any such suit, action or proceeding has a significant potential to be resolved in such a way as to deprive the party electing not to proceed of any of the material benefits to it of the Merger;
(d) The Form S-4 shall have become effective under the 1933 Act, and Peoples shall have received all state securities laws or "blue sky" permits and other authorizations or there shall be exemptions from registration requirements necessary to issue the Peoples Common Stock in connection with the Merger, and neither the Form S-4 nor any such permit, authorization or exemption shall be subject to a stop order or threatened stop order by the Commission or any state securities authority;
(e) The parties shall have received, in form and substance reasonably satisfactory to the...
Conditions to the Parties’ Obligations. The obligation of the Parties to consummate the Closing shall be subject to the satisfaction as of the Closing Date of each of the following conditions:
Conditions to the Parties’ Obligations. (a) The obligations of the Company and the Purchaser to consummate the transactions contemplated hereunder in connection with the Backstop Offering are subject to the fulfillment or waiver, on or before the Commencement Date, of the following conditions:
(i) the Rights Offering shall have been consummated in accordance with the terms and conditions described in the Prospectus;
(ii) no judgment, injunction, decree, regulatory proceeding or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the Backstop Offering or the transactions contemplated by this Agreement; and
(iii) Purchaser shall have executed the Securities Purchase Agreement and the Closing shall have occurred thereunder.
Conditions to the Parties’ Obligations. The obligation of the Purchaser to purchase the Cash Shares and the Exchanged Shares and the obligation of the Seller to sell the Cash Shares and the Exchanged Shares to the Purchaser shall in each case be subject to the satisfaction of the following conditions at or prior to the Cash Closing Date, the Share Closing Date and/or the Cash Payment Option Closing Date, as applicable:
(a) all Mandatory Approvals and Notifications shall have been obtained and/or made or the applicable Governmental Authority shall have stated that it has no objections to the transactions contemplated herein, as applicable, without the relevant Governmental Authority imposing material conditions on the Purchaser or the Company in connection with the consummation of the transactions contemplated in this Agreement; and
(b) no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Applicable Law which (i) has the effect of making the sale and purchase of the Cash Shares and/or the Exchanged Shares pursuant to this Agreement, illegal or otherwise prohibiting, restraining or preventing consummation of the sale and purchase of the Cash Shares and/or the Exchanged Shares pursuant to this Agreement, and (ii) is final, binding and non-appealable.
Conditions to the Parties’ Obligations. The obligations of each of the parties to complete the Merger are subject to satisfaction on or before the Merger Date of the following conditions (any or all of which may be waived by the parties, except as prohibited by applicable law):
(a) Any waiting period under the HSR Act with regard to the Merger will have expired or been terminated, without the imposition of any cost, restriction or requirement on the operation of the Surviving Partnership’s business that would reasonably be expected to have a Material Adverse Effect on the Company (including the Surviving Partnership).
(b) The Utilities Commission will have approved the transfer of a controlling interest in the capital stock of Valencia Water Company, a California corporation, as a result of the Merger, without the imposition of any cost or restriction on the operation of the Surviving Partnership’s business that would be reasonably expected to have a Material Adverse Effect on the Company (including the Surviving Partnership).
(c) No statute, rule or regulation will have been enacted or promulgated by any governmental authority which prohibits the consummation of the Merger, and there will be no order or injunction of a court of competent jurisdictions in effect precluding the consummation of the Merger.
(d) The principal terms of the Merger will have been approved by the holders of a majority of the Units entitled to vote on the matter.
(e) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or materially restrains Parent, Acquisition or the Company from completing the transactions which are the subject of this Agreement.
Conditions to the Parties’ Obligations. 5.1 Conditions to the Obligations of the Purchaser. The Purchaser’s obligations to effect the transactions set forth in Article I shall be subject to the fulfillment (or waiver by the Purchaser) at the Closing of the following conditions:
Conditions to the Parties’ Obligations. The obligations of the Company and the Purchasers to consummate the transactions contemplated hereunder in connection with the Placement are subject to the fulfillment or waiver, on or before the Closing Date, of the following conditions:
(i) no judgment, injunction, decree, regulatory proceeding or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the Placement or the transactions contemplated by this Agreement;
(ii) the Company has not exercised a Company Termination; and
(iii) to the extent required, the Company shall have received approval from its shareholders pursuant to NASDAQ Listing Rule 5635 with respect to the issuance of all the Private Placement Stock and the Warrant Shares.
Conditions to the Parties’ Obligations. The obligations of the Lender and the Company under this Agreement are subject to the fulfillment of each of the following conditions, at or before the Closing, unless otherwise waived by the parties hereto, as applicable:
(a) Waivers of Pre-emptive Rights. Any pre-emptive or other participation rights of any person other than the Lender to participate in the lending of such Lender's Loan and in the issuances of the Company’s Securities upon conversion of the Principal Amount and accrued interest and in the issuance of the Company's Securities upon execution of the Warrant, as may exist pursuant to the Articles or any other agreements between the Company and its shareholders, shall have been properly waived.
Conditions to the Parties’ Obligations. The obligation of the Parties to consummate the Transaction pursuant to this Agreement is subject to the satisfaction of the following conditions (the “Conditions Precedent”):
a) ROCHE has exercised its Option Right under the License Agreement by giving written notice to EVOTEC.
b) All filings have been made and all waiting periods have expired or been terminated in relation to the Transaction under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, and any foreign equivalent thereof, if any.
c) The obligation of ROCHE to consummate the Transaction pursuant to this Agreement is subject to the satisfaction of the following additional Conditions Precedent which may, all or in part, be waived by ROCHE in its sole discretion:
(i) All of the guaranties of EVOTEC set forth in Section 13 are true and correct as of the Closing Date.
(ii) No Material Adverse Change to the Assets has occurred.
(iii) EVOTEC is not in violation of Section 4.3.
Conditions to the Parties’ Obligations. The obligations of each of Oaktree and the Company to consummate the Closing are subject to the satisfaction or waiver in writing of each of the following conditions as of the Effective Date: