Conditions to the Transaction Sample Clauses
Conditions to the Transaction. 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
Conditions to the Transaction. (1) The Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Transaction is implemented, each of which is for the mutual benefit of the Companies, on the one hand, and the Supporting Senior Noteholders, on the other hand, and may be waived in whole or in part jointly by Axx and the Requisite Supporting Senior Noteholders (provided that such conditions shall not be enforceable by Ayr or a Supporting Senior Noteholder, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement):
(a) the Plan shall have been approved by (i) the Court; and (ii) the requisite majorities of affected stakeholders as and to the extent required by the Court;
(b) the CSE shall have consented to or not objected to the Transaction;
(c) all filings, consents, and approvals required under applicable Law to consummate the Transaction (including, without limitation, required state and municipal cannabis regulatory approvals) shall have been made or obtained, as applicable, and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated, in each case on terms reasonably satisfactory to Ayr and the Requisite Supporting Senior Noteholders;
(d) the Plan and all Definitive Documents shall be in form and substance consistent with this Support Agreement and the Transaction Terms and otherwise reasonably acceptable to Ayr and the Requisite Supporting Senior Noteholders;
(e) the conditions precedent to implementation of the Plan shall have been satisfied or waived in accordance with the terms of the Plan;
(f) the conditions precedent in each of the Definitive Documents shall have been satisfied or waived in accordance with the terms of the applicable Definitive Document;
(g) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, that restrains, impedes or prohibits, the Transaction or the Plan or any material part thereof or requires or purports to require a material variation of the Transaction Terms;
(h) there shall be usual and customary releases in connection with the implementation of the Transaction under the CBCA to be effective as of the Effective Date (the “Releases”) pursuant to the Plan and the Final Order, and pursuant to contractual releases entered into among the Parties. The Releases shall be in the form and substance ann...
Conditions to the Transaction. (a) The Recapitalization Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Recapitalization Transaction is implemented (the “Effective Time”) each of which is for the mutual benefit of the Companies, on the one hand, and Canso, for and on behalf of the Managed Accounts, on the other hand, and may be waived in whole or in part jointly by the Companies and Canso, for and on behalf of the Managed Accounts (provided that such conditions shall not be enforceable by the Companies or Canso, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement):
(i) the Interim Order shall have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Canso);
(ii) the Plan shall have been approved by (A) the Court; and (B) the requisite majority of affected creditors and, if applicable, shareholders, in conformity with the CBCA as and to the extent required by the Court;
(iii) the Plan shall have been approved pursuant to the Final Order by no later than September 30, 2016 (or such other date as may be agreed to by the Companies and Canso) and the Final Order (A) shall have been entered by the Court and (B) shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Companies or Canso, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired;
(iv) the Plan and all transaction documents relating to the Recapitalization Transaction and the Plan shall be in form and substance satisfactory to Canso, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies and the Majority Second Lien Noteholder Supporting Parties);
(v) all disclosure documents (including press releases) and definitive agreements in each case in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies and Canso, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law;
(vi) all required stakeholder, re...
Conditions to the Transaction. Section 7.01 Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or written waiver by all parties and in the case of the Company, upon the approval of the Company Special Committee, if permissible under Applicable Law and other than the condition set forth in Section 7.01(a), which may not be waived by any party) at or prior to the Effective Time of each of the following conditions:
Conditions to the Transaction. Each Party shall take all reasonable actions necessary to comply promptly with all Legal Rules, which may be imposed on such Party with respect to the transactions contemplated hereby and shall promptly cooperate with and furnish information to each other Party in connection with any such requirements imposed upon each other Party or affiliate of each other Party in connection with such transactions. Each Party shall take, and shall cause its affiliates to take, all reasonable actions to obtain (and to cooperate with each other Party and its affiliates in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity, or other third party, required to be obtained or made by such Party or its affiliates in connection with the transactions or the taking of any action contemplated thereby or by this Agreement
Conditions to the Transaction. A. Conditions to the Obligations of the Seller. The obligations of the Seller to effect the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Seller and may be waived by the Seller in writing in their sole discretion without notice or liability to any Person):
(i) The representations and warranties of each of the Buyer and Provectus set forth in the Transaction Agreements shall be true and correct in all material respects (except that each representation or warranty which contains a materiality exception or limitation shall be true and correct in all respects) when made, and shall also be true and correct in all material respects (except that each representation or warranty which contains a materiality exception or limitation shall be true and correct in all respects) at the Closing.
(ii) Each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by the Buyer and Provectus at or prior to the Closing shall have been duly and properly complied with and performed.
(iii) There shall be delivered to the Seller a certificate of each of the Buyer and Provectus executed on the Closing Date certifying that the conditions set forth in Section 8.A. and Section 8.B. have been satisfied.
(iv) The Seller shall have received each of the agreements, instruments and other documents set forth in Section 4.C. and each such agreement instrument, and document shall be in full force and effect.
B. The obligations of the Buyer to effect the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Buyer and may be waived by Buyer in writing in its sole discretion without notice or liability to any Person):
(i) The Buyer shall have received each of the agreements, instruments and other documents set forth in Section 4.B. and each such agreement and document shall be in full force and effect.
(ii) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint provision limiting or restricting the Buyer’s ownership, conduct or operation of the Purchased Assets following the Closing shall be in effect. Nor shall there be pending or threatened any Legal Proceeding s...
Conditions to the Transaction. 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
Conditions to the Transaction. 6.1 Conditions to the Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction (or waiver, if permissible under applicable Legal Requirements) on or prior to the Closing Date of the following conditions:
(a) Holdco Reorganization as Condition to the Holdco LTX-Credence Merger. If the Holdco Reorganization receives the requisite approvals from holders of Verigy Ordinary Shares at the Verigy shareholders meeting and the High Court of the Republic of Singapore, the Holdco Reorganization shall have been consummated prior to consummation of the Holdco LTX-Credence Merger.
Conditions to the Transaction. 64 6.1 Conditions to Obligation of Each Party to Effect Merger I.........................................................64 6.2 Additional Conditions to Obligations of Parent...................65 6.3 Additional Conditions to Obligations of Raven....................66 ARTICLE 7 TERMINATION.........................................................67
Conditions to the Transaction. SECTION 5.01. Conditions to the Obligations of All Parties The obligations of NHTC, MergerCo and the Company to consummate the Transaction are subject to the satisfaction of the following conditions: