Conditions to Completion of the Merger Sample Clauses

Conditions to Completion of the Merger. Completion of the Merger as provided herein is conditioned upon the satisfaction of the conditions set forth in the Agreement, any or all of which may be waived in accordance with the terms and provisions of the Agreement.
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Conditions to Completion of the Merger. Each party’s obligations to effect the merger are subject to the satisfaction (or waiver, if permissible under applicable law) on or prior to the Closing Date of certain conditions, including: • approval of the merger agreement by the affirmative vote of at least a majority of the voting power of outstanding shares of MBI Common Stock entitled to vote thereon; • all waiting periods (and extensions thereof) applicable to the transactions contemplated by the merger agreement under the HSR Act shall have expired or been terminated; • no governmental entity of competent jurisdiction in any jurisdiction reasonably expected to have a material nexus to the current operations of either MBI or BIOX shall have (i) enacted, issued or promulgated any applicable law that is in effect as of immediately prior to the effective time of the merger and has the effect of making the merger illegal in any such jurisdiction or which has the effect of prohibiting or otherwise preventing the consummation of the merger in any such jurisdiction or (ii) issued or granted any order (whether temporary, preliminary or permanent) that is in effect as of immediately prior to the effective time and has the effect of making the merger illegal in any such jurisdiction or which has the effect of prohibiting or otherwise preventing the consummation of the merger in any such jurisdiction; • the registration statement of which this proxy statement/prospectus forms a part shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of such registration statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; • the BIOX Ordinary Shares to be issued in the merger shall have been approved for listing on Nasdaq, subject to official notice of issuance; • the accuracy of the representations and warranties of the other party contained in the merger agreement, generally as of the Closing Date, subject to the materiality standards provided in the merger agreement (and the receipt by each party of a certificate signed on behalf of the other party by an executive officer to such effect); • the performance by the other party in all material respects of the covenants and agreements required to be performed by it under the merger agreement at or prior to the Closing Date (and the receipt by each party of a certificate signed on behalf of the other party by an executive officer to such effect); • s...
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Conditions to Completion of the Merger. (See page 97) The obligations of Energy Transfer, on the one hand, and Enable, on the other hand, to complete the Merger are subject to the fulfillment (or waiver) of the following conditions, among others: • Enable Common Unitholder Approval. Approval of the merger agreement by holders of a majority of the outstanding Enable common units, voting as a single class, entitled to vote at the special meeting. • No Injunction. No injunction or law prohibiting the Merger. • Regulatory Approvals. Expiration or termination of any applicable waiting period under the HSR Act. • Registration Statement. The registration statement (of which this consent statement/prospectus forms a part) must be effective, and no stop order suspending the effectiveness of the registration statement has been issued and no proceeding for such purpose has been initiated or threatened by the SEC.
Sample 1

Related to Conditions to Completion of the Merger

  • Conditions to Completion 3.1. The obligation of the Seller to sell the Sale Shares and proceed with the Completion in terms of Clause 5 of this Agreement shall be conditional on the satisfaction of following conditions, other than those which by their very nature are to be satisfied at Completion, (to the extent that they have not been waived by the Seller (other than the condition set out in Clauses 3.1(ii) below which shall not be waived), in accordance with this Agreement):

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • CONDITIONS TO THE MERGER 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 MERGER Section 7.01 Conditions to Each Party's Obligation To Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction prior to the Closing Date of the following conditions:

  • CONDITIONS TO THE MERGERS 36 Termination of the Mergers and the Merger Agreement..................... 37

  • Conditions Precedent to Consummation of the Distribution Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions:

  • Conditions to Close Escrow shall not close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included:

  • Legal Conditions to the Merger (a) Subject to the terms hereof, the Company and the Fund shall each use its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby and by the Company Stockholders’ Agreement as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company, Acquisition LLC or the Fund or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the Company Stockholders’ Agreement and the consummation of the transactions contemplated hereby and thereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Company Stockholders’ Agreement, and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Company Stockholders’ Agreement. The Company and the Fund shall cooperate with each other in connection with the making of all such filings. The Company and the Fund shall use their respective reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement and the Company Stockholders’ Agreement.

  • Conditions to Each Party’s Obligations to Effect the Merger The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:

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