Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Merger and the other transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and the Purchaser of the following conditions:
Conditions to Each Party’s Obligations. The respective obligation of each Party to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or written waiver by such Party) at or prior to the Closing of the following conditions:
Conditions to Each Party’s Obligations. The respective obligations of each of the Purchaser and the Seller to consummate the Securities Purchase are subject to the fulfillment, or written waiver by the Purchaser and the Seller, prior to the Closing, of each of the following conditions:
Conditions to Each Party’s Obligations. The respective obligations of each party to effect the Merger shall be subject to the satisfaction of the following conditions:
Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to effect the Transactions will be subject to the following conditions (each of which shall be determined and may be relied upon on an independent basis):
(a) the Clearwire Stockholder Approval will have been obtained in accordance with the DGCL and Nasdaq rules;
(b) the Registration Statement will have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement will have been issued and no Proceedings for that purpose will have been initiated or be threatened by the SEC;
(c) no applicable Law will prohibit or prevent the consummation of the Transactions;
(d) the expiration or termination of the waiting period applicable to the consummation of the Transactions under the HSR Act, the expiration or termination of any mandatory waiting period applicable to the Transactions under any applicable foreign antitrust Laws, and, if applicable, the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);
(e) the receipt of the FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);
(f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d);
(g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement;
(h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement and upon conversion of the Class B Common Stock and the Class B Common Units will have been approved for listing on Nasdaq or the NYSE, subject only to official notice of issuance;
(i) the Certificate of Merger will have been filed with the Delaware Secretary of State;
(j) NewCo’s certificate of incorporation and bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and...
Conditions to Each Party’s Obligations. The obligation of the parties hereto to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived (to the extent legally permissible) in writing, in whole or in part, as to a party by such other parties:
Conditions to Each Party’s Obligations. The respective obligations of each Party hereunder shall be subject to the satisfaction prior to or at the Closing of the following conditions:
Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Transactions shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions.
Conditions to Each Party’s Obligations. The respective obligations of each party to effect the purchase and sale of the Shares and the other actions to be taken at the Transaction Closing are subject to the satisfaction or waiver on or prior to the Transaction Closing Date of the following conditions:
Conditions to Each Party’s Obligations. The respective obligation of each party to consummate the transactions contemplated herein is subject to the satisfaction at or prior to the Closing of the following conditions precedent:
(a) No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts the consummation of the transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of prevailing;
(b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated hereby;
(c) There shall not be any suit, action, or other proceeding pending by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby other than suits, actions or proceedings that are unlikely to prevail;
(d) Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given;
(e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and
(f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be or have been consummated simultaneously with or immediately prior to the Closing.
