Closing; Certain Conditions Sample Clauses

Closing; Certain Conditions. Subject to the receipt of required regulatory approvals, the registration of the Bancshares Shares with the Securities and Exchange Commission (and necessary state "blue sky" compliance), and the approval of Century's and Bancshares' shareholders, it is expected that the Affiliation will be consummated by June 30, 1998 (or such other date as is mutually agreed upon). The Affiliation will also be conditioned (i) with respect to Xxxxxxxxxx, on the receipt of an opinion from Bancshares' independent auditors that the transaction will be treated as a "pooling of interests" business combination for accounting purposes and reaching mutually agreed upon employment agreements with the following Century executives: Xxxxxx X. Xxxx XX, Xxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxxxx and X. Xxxxx Xxxxxx (collectively, the "Employment Agreements") and (ii) with respect to Century, on receipt of an opinion from Century's counsel to the effect that the merger is tax-free for Century shareholders.
Sample 1
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Related to Closing; Certain Conditions

  • Certain Conditions Except as otherwise provided in Sections 2.2.4 and 2.3.4 of this Agreement, no Lender shall have an obligation to make any Loan, or to permit the continuation of or any conversion into any LIBOR Loan, and the Issuing Lender shall not have any obligation to issue any Letter of Credit, if an Event of Default or Unmatured Event of Default exists.

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • Certain Conditions to Assignments Assignments shall be subject to the following additional conditions:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of the Shares shall have been received.

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

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