Joint Conditions. The respective obligations of each of Entergy, TransCo, Merger Sub and ITC to effect the Merger are subject to the satisfaction (or waiver by all Parties) at or prior to the Effective Time of the following conditions:
(a) no temporary restraining order or preliminary or permanent injunction or other Order by any federal or state court of competent jurisdiction preventing consummation of the Merger or the Transactions shall have been issued and remain in effect;
(b) the TransCo Transfer and the Distribution shall have occurred;
(c) the ITC Shareholder Approval shall have been obtained;
(d) the ITC Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance;
(e) each of the ITC Form S-4 and the TransCo Registration Statements shall have become effective under the Securities Act and shall not be the subject of any stop order suspending their effectiveness or proceedings initiated or threatened by the SEC seeking a stop order, and (i) if the Distribution is effected in whole or in part as an Exchange Offer, the applicable offer period and any extensions thereof in the Exchange Offer required by applicable securities Law shall have expired and (ii) if the Distribution is effected in whole or in part as a Spin-Off, the applicable notice periods required by applicable stock exchange rules or securities Laws shall have expired;
(f) no temporary restraining order or preliminary or permanent injunction or other Order shall have been issued in connection with an Entergy Regulatory Approval or ITC Regulatory Approval that would impose an ITC Burdensome Condition;
(g) Entergy shall have received all necessary approvals from state and federal regulatory authorities to allow the Transmission Business to become a member of an Acceptable RTO; and
(h) the Financings shall have been completed in accordance with and subject to the terms of the Separation Agreement.
Joint Conditions. The obligations of each party to consummate the transactions provided for in this Agreement and the Related Agreements are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
Joint Conditions. The respective obligation of Seller and Acquiror to consummate the Closing is subject to the satisfaction or waiver of the following conditions:
(a) no preliminary or permanent injunction or other Order shall have been issued that would make unlawful the consummation of the transactions contemplated hereby;
(b) all waiting periods under the HSR Act applicable to the transactions contemplated by this Agreement shall have terminated or expired (ii) the European Commission shall have issued a decision under the EC Merger Regulation declaring the transactions contemplated by this Agreement compatible with the common market; and (iii) all other applicable Governmental Approvals required for the consummation of the transactions contemplated by this Agreement under any Antitrust Laws shall have been obtained; and
(c) the notifications to the works councils, economic committees, unions and any other representative bodies identified on Section 6.01(c) of the Seller Disclosure Letter shall have been made, all required consultations shall have been conducted and with respect to each identified jurisdiction, either (i) a motivated opinion shall have been obtained from each applicable works council, economic committee, union and other representative body or (ii) the Closing shall be permitted under local Law without such motivated opinion.
Joint Conditions. The obligations of the Shareholders, CCSA, and Sinomar are subject to the following conditions being satisfied on or before the Closing Date and the Shareholders, CCSA and Sinomar shall each use their best efforts to ensure that such conditions are fulfilled:
Joint Conditions. The respective obligations of Pixium and the Company to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver of the following conditions:
8.1.1 No preliminary or permanent injunction or other Order shall have been issued that would make unlawful the consummation of the Fund Raising, Contribution or Spin-off;
8.1.2 The receipt into escrow of no less than $25 million in connection with the Fund Raising;
8.1.3 The Required Company Shareholder Vote shall have been obtained;
8.1.4 The satisfaction or waiver of all Closing Precedents set forth in Section 9.1 of the Contribution Agreement
8.1.5 The Second Sight Shares to be issued in the Contribution shall have been authorized for listing on the Nasdaq market.
Joint Conditions. The obligations of Public, Superholdings, Merger Sub and the LLC Parties to consummate the transactions provided for in this Agreement and the Related Agreements are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
Joint Conditions. The respective obligation of Seller and Acquiror to consummate the Closing is subject to the satisfaction or waiver of the following conditions:
(a) no preliminary or permanent injunction or other Order shall have been issued that would make unlawful the consummation of the transactions contemplated hereby; and
(b) no employee of Parfums Rochas SAS has made an offer to Seller or an Obligee to purchase the Rochas Business in France within the two-month period following receipt of the information notice delivered to each of them in accordance with Article L. 141-23 of the French Commercial Code, provided that this condition precedent shall be deemed satisfied prior to the end of the abovementioned two-month period upon receipt by Parfums Rochas SAS of written notification by each employee required to be informed pursuant to Article L. 141-23 of the French Commercial Code that he/she has waived his/her right to make a purchase offer.
Joint Conditions. The obligations of UbiquiTel Parent, UbiquiTel, the Merger Subs and the LLC Parties to consummate the transactions provided for in this Agreement and the Related Agreements are subject to the satisfaction, at or prior to the Pre-Closing Date, of the following conditions:
Joint Conditions. 31 7.8 Consent to Assignment.................................................................31 7.9 Note..................................................................................31 7.10 Title.................................................................................31 Article VIII CONDITIONS TO THE OBLIGATIONS OF LOUISIANA-PACIFIC................................31 8.1 Accuracy of Representations and Warranties............................................31 8.2 Performance...........................................................................32 8.3 Termination of HSR Act Waiting Period.................................................32 8.4 Absence of Governmental Orders........................................................32 8.5
Joint Conditions. Each condition specified in aRTICLE viii of the Sansome Purchase Agreement, all of which are incorporated herein by this reference, shall have been satisfied or waived by Louisiana-Pacific.
