Joint Conditions to the Parties’ Obligations. The obligations of the Parties to consummate the Transactions are subject to the fulfillment of all the following conditions on or prior to the Closing Date:
(a) No Law will have been enacted or promulgated by any Governmental Authority that prohibits the consummation of the Transactions;
(b) There will be no Order of a court of competent jurisdiction in effect precluding consummation of the Transactions; and
(c) All waiting periods (including any extensions thereof) set forth in the HSR Act will have expired or have been terminated.
Joint Conditions to the Parties’ Obligations. The obligation of each Party to consummate the transactions contemplated by this Agreement is subject to the fulfillment of all of the following conditions on or prior to the Closing Date.
(a) No Proceeding will have been commenced or threatened on any grounds to restrain, enjoin or hinder the consummation of the transactions contemplated by this Agreement.
(b) No Law will have been enacted or promulgated by any Governmental Authority that prohibits the consummation of the transactions contemplated by this Agreement.
(c) There will be no Order of a court of competent jurisdiction in effect precluding consummation of the transactions contemplated by this Agreement.
(d) All waiting periods set forth in the HSR Act or required by any foreign antitrust Laws will have expired or have been terminated.
(e) The Escrow Agent shall have delivered a counterpart of the Escrow Agreement, duly executed by the Escrow Agent, to each of Purchaser and Seller.
Joint Conditions to the Parties’ Obligations. The obligations of the parties to close the Transactions are subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at any party’s option, be terminated pursuant to and with the effect set forth in Article XII.
(a) No lawsuit, proceeding or investigation shall have been commenced on any grounds to restrain, enjoin or hinder the consummation of the Transactions.
(b) No Law shall have been enacted or promulgated by any Governmental Authority that prohibits the consummation of the Transactions.
(c) There shall be no Order of a court of competent jurisdiction in effect precluding consummation of the Transactions.
Joint Conditions to the Parties’ Obligations. The obligations of the parties hereto to close the transactions contemplated by this Agreement are subject to the fulfillment of all of the following conditions at and as of the Closing, upon the non-fulfillment of any of which this Agreement may, at any party’s option, be terminated pursuant to and with the effect set forth in Article XI:
(a) no Proceeding will have been commenced on any grounds to restrain, enjoin or hinder the consummation of the transactions contemplated by this Agreement;
(b) no Law will have been enacted or promulgated by any Governmental Authority that prohibits the consummation of the transactions contemplated by this Agreement; and
Joint Conditions to the Parties’ Obligations. The obligations of the Parties to consummate the Transactions are subject to the fulfillment of all of the following conditions on or prior to the Closing Date:
(a) No Law will have been enacted or promulgated by any Governmental Authority that prohibits the consummation of the Transactions;
(b) there will be no final and non-appealable Order of a court of competent jurisdiction in effect precluding consummation of the Transactions; and
(c) all applicable waiting periods under the HSR Act and any other applicable Antitrust Laws shall have expired or have been terminated.
Joint Conditions to the Parties’ Obligations. The obligations of the Parties to consummate the Transactions are subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at any Party’s option, be terminated pursuant to and with the effect set forth in Article VIII:
(a) No Law will have been enacted or promulgated by any Governmental Authority that prohibits the consummation of the Transactions; and
(b) There will be no Order of a court of competent jurisdiction in effect precluding consummation of the Transactions.
Joint Conditions to the Parties’ Obligations. The obligations of the Parties to close the transactions contemplated by this Agreement are subject to the fulfillment of each of the following conditions on or prior to the Closing Date (any of which may be waived in writing by each of Parent, Merger Sub and the Company, each as to only its respective obligation to effect the Closing, to the extent permitted by Law):
(a) The Shareholder Approval shall have been obtained in accordance with applicable Law and the Organizational Documents of the Company.
(b) No court or other Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement.
(c) All (i) waiting periods applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or have been terminated, (ii) the consents, approvals, or clearances under applicable Specified Antitrust Laws set forth on Section 8.3(c)(ii) of the Company Disclosure Schedules with respect to the transactions contemplated by this Agreement shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired and (iii) the consents, approvals, or clearances set forth on Section 8.3(c)(iii) of the Company Disclosure Schedules with respect to the transactions contemplated by this Agreement shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired.
Joint Conditions to the Parties’ Obligations. The obligations of the parties to close the transactions contemplated by this Agreement are subject to the fulfillment of all of the following conditions on or prior to the Closing Date (any of which may only be waived in writing by each of Purchaser and the Company, to the extent permitted by Law):
Joint Conditions to the Parties’ Obligations. The obligation of each party hereto to consummate the transactions contemplated by this Agreement are subject to the fulfillment of all of the following conditions on or prior to the Closing, upon the non-fulfillment of any of which this Agreement may, at any party’s option, be terminated pursuant to and with the effect set forth in Article IX:
(a) No Proceeding will have been commenced and still be pending on any grounds to restrain, enjoin or hinder the consummation of the transactions contemplated by this Agreement; provided that no party may terminate this Agreement by reason of the non-fulfillment of the condition set forth in this Section 8.3(a) unless such condition remains unfulfilled on the Outside Date.
(b) No Law will have been enacted or promulgated by any Governmental Authority that prohibits the consummation of the transactions contemplated by this Agreement.
(c) There shall not be in effect any Order, injunction (whether temporary, preliminary or permanent) or other legal restraint or prohibition issued by any Court or Government Authority of competent jurisdiction that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the transactions contemplated hereby and there shall not be any Law or Order enacted, entered, enforced or deemed applicable to the transactions contemplated hereby which makes the consummation of the transactions contemplated hereby illegal; provided that no party may terminate this Agreement by reason of the non-fulfillment of the condition set forth in this Section 8.3(c) unless such condition remains unfulfilled on the Outside Date.
Joint Conditions to the Parties’ Obligations. The obligations of the parties to close the transactions contemplated hereby is subject to the fulfillment of the following condition on or prior to the Closing Date, upon the non-fulfillment of which, this Agreement may, at any party’s option, be terminated pursuant to and with the effect set forth in Article X: No lawsuit, proceeding or investigation shall have been commenced by any governmental authority on any grounds to restrain, enjoin or hinder the consummation of the transactions contemplated hereby.
