Conditions Precedent to Obligations of Each Party. The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:
Conditions Precedent to Obligations of Each Party. The respective obligations of each party to this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction (or waiver by the party entitled to the benefit of such condition) of each of the following conditions at or prior to the Closing:
Conditions Precedent to Obligations of Each Party. The respective obligations of each party to this Agreement to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions:
(a) no temporary restraining order, preliminary or permanent injunction or other order or decree issued by a court of competent jurisdiction located in the United States that prevents the consummation of the Transactions shall have been issued and remain in effect;
(b) all waiting periods applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority located in the United States (other than the FCC) required to consummate the transactions contemplated under the Transaction Agreements shall have been obtained or made, other than approvals and filings, the failure to obtain or make which, in the aggregate, would not reasonably be expected to have a material adverse effect on the prospects of the business or operations of the Surviving Corporation following the Merger;
(c) all approvals of the FCC required in connection with the consummation of the Transactions shall have been obtained, other than approvals with respect to Xxxxxx FCC Licenses that are immaterial to the assets or business of Xxxxxx and its Subsidiaries taken as a whole;
(d) each of the Requisite Vote Matters shall have received the Requisite Stockholder Approval;
(e) the GM Charter Amendment shall have been filed with the Secretary of State of the State of Delaware, and shall have become effective, in accordance with the DGCL;
(i) the SEC shall have declared the Registration Statements effective, (ii) no stop order suspending the effectiveness of any Registration Statement shall be in effect, (iii) no similar restraining order shall have been entered by the SEC or any state or foreign securities law regulators with respect to the Transactions and (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactions, shall have been received in accordance with Applicable Law;
(g) the Ancillary Separation Agreements shall have been entered into and shall be in full force and effect;
(h) the shares of Surviving Corporation Common Stock to be issued pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and
(i) all condition...
Conditions Precedent to Obligations of Each Party. The respective obligations of each party hereto to effect the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions precedent, any or all of which may be waived, in whole or in part, to the extent permitted by Section 8.4 and applicable Law:
Conditions Precedent to Obligations of Each Party. The respective obligations of the Seller and the Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions:
(a) No Order issued by any Governmental Authority of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby illegal;
(b) Any waiting period (including any extension thereof) applicable to the purchase and sale of the Membership Interest to the Purchaser under the HSR Act shall have been terminated or expired; and
(c) The Seller Approvals and the Purchaser Approvals shall have been obtained and do not contain or result in any condition, requirement or other term that (i) requires the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effect.
Conditions Precedent to Obligations of Each Party. The respective obligations of each Party to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by such Party, in its sole discretion, in whole or in part to the extent permitted by applicable Law):
(a) there shall not be in effect any Law or Order by a Government Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and
(b) no Legal Proceeding shall have been commenced by or before any Government Authority against such Party seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which would render it impossible or unlawful to consummate such transactions, provided, however, that the provisions of this Section 7.1(b) shall not apply if such Party has directly or indirectly solicited or encouraged any such Legal Proceeding.
Conditions Precedent to Obligations of Each Party. The obligation of Buyer and Sellers to consummate the transactions contemplated hereby is subject to the satisfaction (or waiver by Buyer and Sellers, to the extent permissible under applicable Requirements of Law) on or before the Closing Date of the following conditions:
Conditions Precedent to Obligations of Each Party. The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to no Law or Order (including any rules and regulations of the Federal Trade Commission and the Antitrust Division of the Department of Justice) being in effect that restrains or makes illegal the consummation of this Agreement or any other applicable Transaction Document or the transactions contemplated hereby and thereby.
Conditions Precedent to Obligations of Each Party. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the parties in whole or in part to the extent permitted by applicable Law):
(a) the Company shall have delivered to Parent the Stockholder Consent; and
(b) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.
Conditions Precedent to Obligations of Each Party. The obligation of each party hereto to consummate the Merger is subject to the satisfaction of each condition precedent listed below.
