CONDITIONS PRECEDENT TO THE MERGER. The obligations of the parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
CONDITIONS PRECEDENT TO THE MERGER. Section 6.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
CONDITIONS PRECEDENT TO THE MERGER. The obligations of each of the parties hereto to consummate the transactions contemplated herein are subject to the satisfaction, on or before the Closing Date, of the following conditions:
CONDITIONS PRECEDENT TO THE MERGER. Conditions to Each Party's Obligation to Effect the Merger............................................ Section 6.2 Conditions to Obligation of the Company to Effect the Merger........................................ Section 6.3 Conditions to Obligations of Parent and Sub to Effect the Merger.................................
CONDITIONS PRECEDENT TO THE MERGER. 6.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived:
(a) This Agreement shall have been adopted by the requisite vote of the stockholders of each of Buyer, if required, and Company.
(b) The Commission shall have declared the Form S-4 effective. No stop order suspending the effectiveness of the Form S-4 or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement/Prospectus shall have been initiated or threatened in writing by the Commission or any other Governmental Authority; and all requests for additional information on the part of the Commission or any other Governmental Authority shall have been complied with to the reasonable satisfaction of the parties hereto.
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall be in effect, nor shall any proceeding brought by any Government Authority 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 Merger, which makes the consummation of the Merger illegal. In the event an injunction, order or other restraint or prohibition shall have been issued or imposed, each party agrees to use its commercially reasonable efforts to have such injunction, order or other restraint or prohibition lifted.
(d) Company, Buyer and Merger Sub and their respective Subsidiaries shall have timely obtained from each Governmental Authority: (i) all approvals, waivers and consents as may be required under the Securities Act, state blue sky laws, the Exchange Act and under the HSR Act, and (ii) all other approvals, waivers and consents, if any, necessary for the consummation of or in connection with the Merger and the transactions contemplated hereby, the failure too obtain which would reasonably be expected to have a Material Adverse Effect upon either of Buyer or Company following the Effective Time.
(e) The shares of Buyer Common Stock to be issued in the Merger and such other shares of Buyer Co...
CONDITIONS PRECEDENT TO THE MERGER. Section 7.1 Conditions to Each Party's Obligation to Effect the Merger............ 43 ARTICLE VIII
CONDITIONS PRECEDENT TO THE MERGER. The obligation of each of the parties hereto to consummate the transactions contemplated by this Agreement is subject to the satisfaction and fulfillment of each of the following conditions on or prior to the Effective Date:
CONDITIONS PRECEDENT TO THE MERGER. Section 6.1 Conditions to Each Party's Obligation to Effect the Merger 49 Section 6.2 Conditions to Obligation of the Company to Effect the Merger 50 Section 6.3 Conditions to Obligations of Parent and Sub to Effect the Merger 52
CONDITIONS PRECEDENT TO THE MERGER. 7.1 Conditions to Each Parties Obligations to Effect the Merger. The respective obligations of First Federal and Frankfort First to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing and as of the Effective Time of the following conditions precedent:
CONDITIONS PRECEDENT TO THE MERGER. Consummation of the merger is conditional upon:
(a) Approval of this Merger Agreement by the shareholders of Bank and Subsidiary, as required by law;
(b) Obtaining all other consents and approvals, and the satisfaction of all other requirements prescribed by law which are necessary for consummation of the merger, including, but not limited to, approval of the FDIC, the Commissioner and the Board of Governors of the Federal Reserve System;
(c) Obtaining all consents or approvals, governmental or otherwise, which are, or in the opinion of counsel for Bank may be, necessary to permit or enable the Surviving Corporation, upon and after the merger, to conduct all or any part of the business and activities of Bank up to the time of the merger, in the manner in which such activities and business are then conducted;
(d) Bank’s obtaining for Holding Company, prior to the Effective Date, a letter, in form and substance satisfactory to Holding Company’s counsel, signed by each person who is an “affiliate” of Bank for purposes of Rule 145 of the Securities and Exchange Commission to the effect that: (i) such person will not dispose of any shares of Holding Company’s common stock to be received pursuant to the merger, in violation of the Securities Act or the rules and regulations of the SEC promulgated thereunder, or in any event prior to such time as financial results covering at least 30 days of post-merger combined operations have been published; and (ii) such person consents to the placing of a legend on the certificate(s) evidencing such shares referring to the issuance of such shares in a transaction to which Rule 145 is applicable and to giving of stop-transfer instructions to Holding Company’s transfer agent with respect to such certificate(s); and
(e) Performance by each party hereto of all of its obligations hereunder to be performed prior to the merger becoming effective.
