Mutual Closing Conditions. (a) The obligations of each of the Parties to consummate the Merger are conditioned upon the satisfaction at or prior to the Closing (or, waiver by both the Partnership Entities on the one hand and Parent Entities on the other hand) of each of the following:
(i) This Agreement and the Merger have been approved by the affirmative vote or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”).
(ii) All waiting periods under the HSR Act applicable to the Merger have expired or been terminated.
(iii) No Law, order, judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of the transactions contemplated by this Agreement (brought by a third party) is in effect.
(iv) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC.
(v) The New Common Units deliverable to the holders of Partnership Units as contemplated by this Agreement have been approved for listing on the NYSE, subject to official notice of issuance.
(vi) All of the conditions set forth in the ATLS Merger Agreement shall have been satisfied or irrevocably waived (if permitted under applicable Law) in writing by the applicable party thereto (other than those conditions that by their terms are to be satisfied by actions taken at the closing under ATLS Merger Agreement and the condition relating to the consummation of the Merger) and the ATLS Merger shall have been consummated.
(vii) TRGP and Parent GP shall have executed and delivered to the Partnership the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as of the Effective Time.
Mutual Closing Conditions. The obligations of each of the Parties to consummate the Merger and the obligations of the Company to consummate the Separation and the Distribution (if applicable) are conditioned upon the satisfaction at or prior to the Closing (or waiver by both the Company and Parent, to the extent permitted by applicable Law) of each of the following:
Mutual Closing Conditions. The respective obligation of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable Laws) on or prior to the Closing Date of all of the following conditions:
(a) All necessary filings with and consents of any Governmental Entity required for the consummation of the transactions contemplated by this Agreement and the other Contribution Documents shall have been made and obtained, as applicable, and any waiting periods applicable to the transactions contemplated hereby under the HSR Act and any extensions thereof shall have expired or been terminated; provided, however, that, prior to invoking this condition, the invoking party shall have used commercially reasonable efforts to make or obtain such filings and consents.
(i) No effective injunction, writ or preliminary restraining order or any order of any nature is issued and outstanding by a Governmental Entity of competent jurisdiction prohibiting the consummation of the transactions contemplated by this Agreement and (ii) there shall not be any action or proceeding before any Governmental Entity with respect to which an unfavorable judgment, order, decree or ruling would prohibit the consummation of the transactions contemplated by this Agreement or declare the consummation of the transactions unlawful or require the consummation of the transactions to be rescinded.
Mutual Closing Conditions. The obligations of each party hereto to purchase shares of Common Stock under this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(i) The Transaction shall be consummated concurrently with or immediately following the purchase of the Shares.
(ii) The representations and warranties of the other party in this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Closing with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date).
(iii) No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase of the Shares.
Mutual Closing Conditions. The respective obligation of each Party to consummate the transactions contemplated hereby is subject to the satisfaction or waiver, to the extent permitted by applicable Law, on or prior to the Closing Date of the following conditions:
Mutual Closing Conditions. Each and every obligation of the parties, under this Agreement to be performed at or before the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, unless waived in writing by both parties:
Mutual Closing Conditions. The obligations of each of the Parties to consummate the Transactions are conditioned upon the satisfaction at or prior to the Closing (or waiver by both the Partnership and Parent) of each of the following:
(a) The Partnership Unitholder Approval has been obtained at the Partnership Meeting or an adjournment thereof.
(b) All applicable waiting periods under the HSR Act have expired or been terminated.
(c) No Law, order, judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of the transactions contemplated by this Agreement (brought by a third party) is in effect.
(d) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC.
(e) The New Common Units deliverable to the holders of Partnership Common Units (including Partnership Restricted Units) and XX Xxxxxxx as contemplated by this Agreement have been approved for listing on the NASDAQ Global Select Market, subject to official notice of issuance.
Mutual Closing Conditions. The obligations of the Parties to consummate, or cause to be consummated, the Mergers are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties:
(a) The Acquiror Shareholder Approvals shall have been obtained;
(b) The Company Shareholder Approval shall have been obtained;
(c) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act);
(d) The Proxy Statement/Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Proxy Statement/Registration Statement; and
(e) The waiting period or periods under the HSR Act, if applicable to the transactions contemplated by this Agreement and the Ancillary Agreements, shall have expired or been terminated; and
(f) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Mergers; provided that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby.
Mutual Closing Conditions. The obligations of each of the Parties to consummate the Merger are conditioned upon the satisfaction at or prior to the Closing (or, waiver by both the Partnership Entities on the one hand and Parent Entities on the other hand) of each of the following:
(a) This Agreement and the Merger has been approved by the affirmative vote or consent of holders, as of the record date for the Partnership Meeting, of a majority of the outstanding Partnership Common Units, Partnership Class B Units and Partnership Class C Units voting as a single class (the “Partnership Unitholder Approval”).
(b) All applicable waiting periods under the HSR Act have expired or been terminated.
(c) No Law, order, judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of the transactions contemplated by this Agreement (brought by a third party) is in effect.
(d) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC.
(e) The New Common Units deliverable to the holders of Partnership Common Units (including Partnership Restricted Units) and Partnership Class B Units as contemplated by this Agreement have been approved for listing on the NASDAQ, subject to official notice of issuance.
Mutual Closing Conditions. 7.1 The obligations of HIC, FansUnite and Subco to complete the transactions contemplated herein are subject to fulfilment of the following conditions precedent on or before the Effective Date or such other time as is specified below:
(a) the FansUnite Resolution will have been passed by FansUnite Shareholders on or before the Effective Date Deadline in form and substance satisfactory to each of HIC and FansUnite, acting reasonably;
(b) HIC shall have completed the HIC Consolidation;
(c) FansUnite shall have completed the FansUnite Consolidation;
(d) the Subco Resolutions will have been passed by HIC on or before the Effective Date Deadline in form and substance satisfactory to HIC and FansUnite, acting reasonably;
(e) HIC shall have adopted the HIC Option Plan;
(f) HIC will have obtained approval of the HIC Shareholders of all matters requiring approval of the HIC Shareholders in connection with the Transaction;
(g) the Amalgamation Application filed with the Registrar will be in form and substance satisfactory to HIC and FansUnite, acting reasonably;
(h) HIC will have obtained the conditional approval of the CSE for the listing and posting for trading on the CSE of the Post-Consolidation HIC Shares, subject only to the satisfaction of the customary listing conditions of the CSE;
(i) the Effective Date will have occurred on or prior to the Effective Date Deadline;
(j) there will be no action taken under any existing Applicable Law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Authority or similar agency, domestic or foreign, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation, or any other transactions contemplated herein; or
(ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein;
(k) holders of not greater than 5% of the outstanding FansUnite Shares will have exercised Dissent Rights that have not been withdrawn as at the Effective Date;
(l) the distribution of Post-Consolidation HIC Shares pursuant to the Amalgamation will be exempt from the prospectus requirement under applicable Canadian securities laws and exempt from registration under applicable securities laws of the United States (if applicable);
(m) HIC, FansUnite and Subco will have obtained all consents, approvals and authorizations (including, without limitation, all stock exchan...
