Conditions to the Mergers. 36 Termination of the Mergers and the Merger Agreement..................... 37
Conditions to the Mergers. Section 7.1. Conditions to Each Party's Obligation to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
(a) The R&B Stockholder Approval and the FDC Stockholder Approval shall have been obtained all in accordance with applicable law.
(b) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court or other tribunal or governmental body or authority which prohibits the consummation of the Mergers substantially on the terms contemplated hereby. In the event any order, decree or injunction shall have been issued, each party shall use its reasonable efforts to remove any such order, decree or injunction.
(c) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending such effectiveness shall have been issued and remain in effect.
(d) The shares of Parent Common Stock issuable in the Mergers shall have been approved for listing on the NYSE, subject only to official notice of issuance.
(e) Any applicable waiting period under the HSR Act shall have expired or been terminated and any other R&B Required Approvals and FDC Required Approvals shall have been obtained, except where the failure to obtain such other R&B Required Approvals and FDC Required Approvals would not have a Material Adverse Effect on R&B or FDC, as the case may be.
(f) Each of FDC and R&B shall have received an opinion of its tax counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Cravath, Swaine & Xxxxx, respectively, in form and substance reasonably satisfactory to it, and dated as of the Effective Time, to the effect that the Mergers will constitute transactions described in Sections 351 and/or Section 368(a) of the Code and that none of FDC, R&B, holders of FDC Common Stock or holders of R&B Common Stock shall recognize gain or loss for federal income tax purposes as a result of the Mergers (other than with respect to any cash paid in lieu of fractional shares of FDC Common Stock or R&B Common Stock). In rendering such opinions, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Cravath, Swaine & Xxxxx may require delivery of and rely upon the Tax Certificates.
Section 7.2. Conditions to Obligations of R&B to Effect the R&B Merger. The obligation of R&B to effect the R&B Merger is further subject to the ...
Conditions to the Mergers. Conditions to Each Party’s Obligation to Effect the Mergers 82 Section 7.2 Conditions to Obligation of the Company to Effect the Mergers 82 Section 7.3 Conditions to Obligations of Parent to Effect the Mergers 83 Section 7.4 Frustration of Closing Conditions 84
Conditions to the Mergers. Section 9.01 Conditions to Obligations of Each Party 97 Section 9.02 Conditions to the Obligations of Parent, Merger Sub 1 and Merger Sub 2 97 Section 9.03 Conditions to the Obligations of the Company 98
Conditions to the Mergers. 7.01. Conditions to the Obligations of Each Party to Consummate the Mergers........................................................... 54 7.02. Conditions to the Obligations of IVAX................................ 55 7.03. Conditions to the Obligations of Bergen.............................. 56 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER
Conditions to the Mergers. SECTION 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERS. The respective obligations of each party to effect the Mergers shall be subject to the satisfaction on or prior to the Closing Date of the following conditions, except, to the extent permitted by applicable law, that such conditions may be waived in writing pursuant to Section 9.5 by the joint action of the parties hereto:
Conditions to the Mergers. Section 8.1 Conditions to Obligations of Each Party to Effect the Mergers. The respective obligations of each Party to effect the Mergers shall be subject to the following conditions:
Conditions to the Mergers. Conditions to the Obligations of Each Party 72 Section 7.2 Conditions to Obligations of Parent, Merger Sub I and Merger Sub II to Effect the Mergers 73 Section 7.3 Conditions to Obligation of the Company to Effect the Mergers 74 Section 8.1 Termination 74 Section 8.2 Effect of Termination 77 Section 8.3 Termination Fees 77 Section 8.4 Amendment 79 Section 8.5 Extension; Waiver 79 Section 8.6 Expenses; Transfer Taxes 79
Conditions to the Mergers. Notwithstanding any provisions of this Agreement to the contrary, none of the parties hereto shall be required to consummate the transactions contemplated hereby if any third-party consent, authorization or approval that any of the parties hereto deem necessary or desirable in connection with this Agreement, or the consummation of the transactions contemplated hereby, has not been obtained or received.
Conditions to the Mergers. 8.1 Conditions to the Obligations of Each Party to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment or waiver, where permissible, at or prior to the Closing Date, of each of the conditions set forth in Section 6.1 of the Master Agreement.
8.2 Conditions to Obligations of MergerCo and MergerLP. The obligations of MergerCo to effect the Company Merger and of MergerLP to effect the Partnership Merger respectively, shall be further subject to the following conditions:
