Conditions to Each Party’s Obligation to Effect the Closing. The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:
Conditions to Each Party’s Obligation to Effect the Closing. The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:
(a) Statutes; Court Orders. No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity which prohibits the consummation of the Closing; and there shall be no pending or threatened suit, action, order or injunction of a court of competent jurisdiction or Governmental Entity in effect precluding consummation of the Closing;
Conditions to Each Party’s Obligation to Effect the Closing. (a) The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following conditions:
(i) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, statute, executive order, judgment, decree, injunction or other order, or taken any other action, which is then in effect and has the effect of prohibiting or making illegal this Agreement or the transactions contemplated hereby;
(ii) If required, the waiting period (and any extension thereof) under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; and
(iii) The conditions set forth in the Commitment Letter shall have been satisfied or waived and the financing contemplated thereby shall have been effected.
(b) The obligation of Alpine and Buyer to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following conditions (any of which may be waived in writing by Alpine or Buyer):
(i) The representations and warranties of each Seller contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall continue to be true and correct as of such date), except where the failure to be so true and correct would not result, either individually or in the aggregate, in a material adverse effect on the Business or the business of the DNE Group. Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect;
(ii) Each Seller shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing, and Buyer shall have received a certificate signed on behalf of each Seller by an executive officer of such Seller to such effect;
(iii) Sellers shall have made the deliveries set forth in Section 8.2; and
(iv) There shall not have occurred a material adverse change in the business, condition (financial or otherwise), operations, properties, assets or liabilities of the Business or the DNE Group.
(c) The respective obligations of Sellers to effect the transactions contemplated hereby shall also be subj...
Conditions to Each Party’s Obligation to Effect the Closing. The respective obligations of each party to this Agreement to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in a writing executed by the Sellers, on the one hand, and the Buyer, on the other:
Conditions to Each Party’s Obligation to Effect the Closing. The obligations of the parties to consummate the Closing are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions:
(a) no arbitrator or Governmental Entity shall have issued any order, decree or ruling, and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the sale and transfer of the Shares by Seller to Purchaser under this Agreement;
(b) any waiting period applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated;
(c) all authorizations, approvals or consents required to permit the consummation of the transactions contemplated hereby (including an order of the Kansas Insurance Department approving the acquisition of control of Pyramid as contemplated hereby, the "Kansas Approval Order") shall have been obtained and be in full force and effect, except where the failure to have obtained any such authorizations, approvals or consents would not have a Pyramid Material Adverse Effect; and
(d) each of Pyramid and Seller shall have duly executed and delivered the Transition Agreement, the Software License and the Reinsurance Agreement.
Conditions to Each Party’s Obligation to Effect the Closing. The respective obligation of each party to effect the Closing is conditional on the nonexistence at the Closing Date of any Applicable Law enacted or promulgated by any Governmental Entity which prohibits the consummation of the Closing or any pending or threatened Claim of a court of competent jurisdiction or Governmental Entity in effect precluding consummation of the Closing.
Conditions to Each Party’s Obligation to Effect the Closing. The respective obligation of each of the parties to effect the Closing shall be subject to the satisfaction (or waiver) at or prior to the Closing of each of the following conditions:
7.1.1 No law shall have been enacted or promulgated by any Governmental Entity that prohibits the consummation of the transactions contemplated herein or in the other Operative Agreements and there shall be no order or judgment in effect prohibiting consummation of such transactions; provided that the parties shall use their commercially reasonable efforts to have any such order or judgment vacated or lifted;
7.1.2 All consents, authorizations, waivers or approvals of any Governmental Entity (except for (i) that required by the DOJ, which is covered by Section 7.1.3, (ii) those required in respect of Material Permits, which are covered by Section 7.2.4, or (iii) those required pursuant to any Contracts to which a Governmental Entity is a party), including those required by FERC or any state or federal law or Governmental Entity controlling energy production and sales, as may be required to be obtained in connection with the execution, delivery or performance of this Agreement, the failure to obtain of which would prevent the consummation of the transaction contemplated hereby or would, individually or in the aggregate, be material to Apache or the Newsprint Assets, shall have been obtained; and
7.1.3 Written notice from the DOJ to Seller that the DOJ does not object to Purchaser, as prescribed in the Final Judgment, shall have been obtained.
Conditions to Each Party’s Obligation to Effect the Closing. The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of stockholder approval, by means of the vote at the Special Meeting of holders of a majority of ECDV’s common stock and preferred stock of this Agreement and the Transactions.
Conditions to Each Party’s Obligation to Effect the Closing. The respective obligations of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
(a) Any waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated under this Agreement under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated;
(b) No statute, rule, regulation, executive order, decree, ruling or preliminary or permanent injunction shall have been enacted, entered, promulgated or enforced by any federal or state court or Government Entity having jurisdiction which prohibits, restrains or enjoins consummation of the Conversion or the contemplated transactions;
(c) Each of EML and EHC shall have obtained the third party consents and approvals (other than consents and approvals required by Governmental Requirements), in form reasonably satisfactory to them, listed in Section 2.5 of the EHC Disclosure Schedule or in Section 3.5 of EML Disclosure Schedule and, in each case, indicated therein as being a condition to the Closing;
(d) Each of EML and EHC shall have made such filings, and obtained such permits, authorizations, consents, or approvals (including the consent of the Insurance Commissioner approving the Conversion and the Merger under Pennsylvania law) required by Governmental Requirements to consummate the Contemplated Transactions, in form reasonably satisfactory to them, and the appropriate forms shall have been executed, filed and approved as required by the corporate and insurance laws and regulations of the applicable jurisdictions, including the Commonwealth of Pennsylvania, which permits, authorizations, consents, and approvals may be subject only to (i) conditions customarily imposed by insurance regulatory authorities in demutualization transactions, and (ii) conditions with respect to the Plan of Conversion or the Merger that do not impose terms that are materially inconsistent with any material terms contained in the Plan of Conversion and this Agreement in a manner that adversely affects the economic value to EHC or EML of the Conversion and the Merger, or would not reasonably be expected to have an EML Material Adverse Effect or an EHC Material Adverse Effect (after giving effect to the consumm...
Conditions to Each Party’s Obligation to Effect the Closing. The respective obligation of each Party to effect the Closing is subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Closing of the following conditions:
(a) the Company shall have obtained the Company Stockholder Approval;
(b) the HSR Clearance and the Antitrust Clearances shall have been obtained;
(c) the French Foreign Investment Clearance shall have been obtained and shall be in full force and effect; and
(d) no Governmental Authority of competent jurisdiction shall have issued or entered any judgement after the date of this Agreement, and no Law shall have been issued, enacted or promulgated after the date of this Agreement, in each case, that (whether temporary or permanent) is then in effect and has the effect of enjoining or otherwise prohibiting the consummation of the Merger and the other transactions contemplated by this Agreement (a “Legal Restraint”); provided, that a Party may not assert its right to not consummate the transaction contemplated by this Agreement pursuant to this Section 6.01(d) if such Party shall have initiated or caused such Legal Restraint or if such Legal Restraint is the result of a failure of such Party to comply with its covenants and agreements under this Agreement.
