Conditions to the Reorganization. 7.1 Conditions to Obligations of Each Party to Effect the Reorganization. The respective obligations of each party to this Agreement to effect the Reorganization will be subject to the satisfaction at or prior to the Effective Time of the following conditions:
(a) No Injunctions or Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Reorganization will be in effect, nor will any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; nor will there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Reorganization, which makes the consummation of the Reorganization illegal.
Conditions to the Reorganization. 6.1 Conditions to Obligations of Each Party to Effect the Reorganization. The respective obligations of each party to this Agreement to effect the Reorganization shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
(A) No Injunctions or Restraints: Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Reorganization shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Reorganization, which makes the consummation of the Reorganization illegal.
(B) Vista Vacations Information Required by Commission Regulation S-B The provision by Vista Vacations on a timely basis in full compliance with the requirements of Commission Regulation S-B of all information concerning its past operations, including audited financial statements, shall constitute a condition subsequent to the obligations of AmeriNet under this Agreement and in the event of the failure of such condition subsequent, then, at AmeriNet's sole option:
(1) The Reorganization may be rescinded, and all funds advanced by AmeriNet to Vista Vacations shall be repaid, with interest at the annual rate of 8%, to AmeriNet within 30 days after such rescission; or
(2) The Escrow Shares shall be deemed defaulted to AmeriNet and the Reorganization shall be restructured in a manner complying with AmeriNet's reporting and other obligations under the Exchange Act, including the sale by AmeriNet of Vista Vacations.
Conditions to the Reorganization. 4.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE REORGANIZATION. The respective obligations of the parties to effect the Reorganization shall be subject to the satisfaction, on or before the Effective Date, of each of the following conditions:
Conditions to the Reorganization. 4.1 The Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course and shall comply in all material respects with all applicable laws, rules and regulations between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and other distributions, and any other distribution that may be advisable.
4.2 The Trust will call and hold a meeting of the shareholders of the Acquired Fund to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.
4.3 The Acquired Fund represents that the Acquiring Fund Shares to be acquired by the Acquired Fund hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.
4.4 Subject to the provisions of this Agreement, the Trust will take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.
4.5 The Trust shall prepare and file a Registration Statement on Form N-14 in compliance with the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder with respect to the Reorganization (the "Registration Statement").
4.6 The Trust will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date.
4.7 The Trust shall not change the Trust Declaration, prospectus or statement of additional information so as to restrict permitted investments for the Acquiring Fund, except as required by the Commission prior to the Closing.
4.8 The Acquiring Fund shall have executed and delivered an assumption of the Liabilities and all such other agreements and instruments in order to vest in and confirm (a) the Acquired Fund's title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Fund's assumption of all of the Liabilities and to otherwise to carry out the intent and purpose of this Plan.
4.9 The Acquired Fund shall have delivered to the Acquiring Fund a Statement of Assets and Liabilities of the Acquired Fund as of the Closing Date, including a schedule of investments, certified by t...
Conditions to the Reorganization. 6.1 Conditions to Each Party's Obligations to Effect the Reorganization.. 23 (a)
Conditions to the Reorganization. 6.1 Conditions to Obligations of Each Party to Effect the Reorganization 6.2 Additional Conditions to Obligations of NetWorth 6.3 Additional Conditions to Obligations of Colmena
Conditions to the Reorganization. The obligations of each party hereto to consummate the Reorganization are subject to the satisfaction on or before the Closing Date of the following conditions:
(a) All the representations and warranties of the parties hereto contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date.
(b) The Corporation shall have adopted an Option Plan for its officers and employees (the "OPTION PLAN"), the terms of which shall be substantially the same as the terms of that certain Option Plan of the Partnership adopted on March 31, 1995, which is in effect on the date hereof (the "PARTNERSHIP OPTION PLAN"). The Option Plan shall provide that, as of the effective date of the Reorganization, each of the Persons holding options ("PARTNERSHIP OPTIONS") granted under the Partnership Option Plan shall be entitled to receive, in substitution for his/her Partnership Options, options to acquire an equivalent number of shares of the Corporation Common Stock, to be determined by reference to the number of shares to be issued in the Reorganization for each Unit surrendered for exchange (such number of shares is referred to herein as the "EQUIVALENT NUMBER OF OPTION SHARES"), subject to terms and conditions substantially the same as those applicable to the Partnership Options (the "CONVERSION").
(c) The persons holding Partnership Options shall have consented to the Conversion and shall have surrendered such Partnership Options to the Partnership and shall have no further rights under the Partnership Option Plan and Partnership Options as of the Effective Date.
(d) The General Partner and the Limited Partners shall have amended the Partnership Agreement to (i) prohibit all disposition of interests in the Partnership and (ii) delete Section 8.2, effective immediately after the Closing.
Conditions to the Reorganization. Section 8.01 Conditions to the Obligations of Each Party. The obligations of the Sole Stockholder and Quest to consummate the Reorganization and the other transactions contemplated by this Agreement are subject to the satisfaction or waiver (where permissible) of the following conditions:
Conditions to the Reorganization. SECTION 7.1 - Conditions to Obligations of Each Party to Effect the Reorganization................................................ 34 SECTION 7.2 - Additional Conditions to Obligations of Transmedia Asia.......................................................... 36 SECTION 7.3 - Additional Conditions to Obligations of Transmedia Europe........................................................ 37 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER SECTION 8.1 - Termination.............................................................. 38 SECTION 8.2 - Effect of Termination.................................................... 39 SECTION 8.3 - Amendment................................................................ 39 SECTION 8.4 - Waiver ................................................................ 40
Conditions to the Reorganization. SECTION 7.1 Conditions to Obligations of Each Party to Effect the Reorganization. The respective obligations of each Party to effect the Reorganization shall be subject to the following conditions:
