Conditions Precedent to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to consummate the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions precedent: the transactions contemplated in this Agreement shall have been adopted by the affirmative vote of the stockholders of Virginia Gas by the requisite vote in accordance with the DGCL; no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any United States court of competent jurisdiction or any Governmental Authority which prohibits the consummation of the Merger; PROVIDED, HOWEVER, that the parties hereto shall use their best efforts to have any such order, decree or injunction vacated or reversed; 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;(i) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, (ii) all applicable requirements of the Exchange Act shall have been satisfied, (iii) all NUI Required Consents and Virginia Gas Required Consents shall have been made or obtained (as the case may be) and become final and (iv) any applicable filings under state securities, "Blue Sky" or takeover laws shall have been made; the receipt by the parties hereto, based on customary assumptions and on representations set forth in certificates of officers of NUI and Virginia Gas, of the opinion of Hunton & Xxxxxxxx addressed to the board of directors of NUI and the board of directors of Virginia Gas (dated the date of the Effective Time) to the effect that, for United States federal income tax purposes, (i) the Merger will constitute a "reorganization" under Section 368(a) of the Code, (ii) no gain or loss will be recognized by NUI, Merger Subsidiary or Virginia Gas upon consummation of the Merger, (iii) no gain or loss will be recognized by stockholders of Virginia Gas upon the exchange of shares of Virginia Gas Common Stock solely for shares of NUI Common Stock (including any fractional share interest) in the Merger, (iv) the aggregate basis of shares of NUI Common Stock (including any fractional share interest) received by a Virginia Gas stockholder in the Merger will be the same as the aggregate basis of the shares of Virginia Gas Common Stock exchanged therefor, (v) the holding period for shares of NUI Common Stock (including any fractional share interest) received ...
Conditions Precedent to Each Party’s Obligation to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date of the following conditions:
