Conditions to Each Party’s Obligation to Effect the Mergers Clause Samples
This clause sets out the specific requirements that must be satisfied before either party is legally required to complete the merger transaction. Typically, these conditions include obtaining necessary regulatory approvals, securing shareholder consent, and ensuring that no legal barriers exist to prevent the merger. By clearly defining these prerequisites, the clause ensures that both parties are protected from being forced to proceed with the merger if essential conditions are not met, thereby allocating risk and providing certainty in the transaction process.
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
(a) This Agreement and the transactions contemplated hereby shall have been approved in the manner required by applicable law or by the applicable regulations of the Nasdaq National Market, any stock exchange or other regulatory body, as the case may be, by the holders of the issued and outstanding shares of capital stock of OSI and CRA, respectively.
(b) The waiting period applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated and all filings required to be made prior to the Effective Time with, and all consents, approvals, permits and authorizations required to be obtained prior to the Effective Time from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained (as the case may be), except for such consents, approvals, permits or authorizations the failure of which to be obtained would not, in the aggregate, be reasonably likely to have, a Material Adverse Effect on Holding Company (assuming the Mergers have taken place) or to materially adversely affect the consummation of the Mergers, and no such consent, approval, permit or authorization shall impose terms or conditions that would have, or would be reasonably likely to have, a Material Adverse Effect on Holding Company (assuming the Mergers have taken place).
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction, no order of any Governmental Entity having jurisdiction over any party hereto, and no other legal restraint or prohibition shall be in effect (an "Injunction") preventing or making illegal the consummation of the Mergers. In the event any such Injunction shall have been issued, each party agrees to use its reasonable best efforts to have any such Injunction lifted.
(d) The Form S-4 shall have become effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of the Form S-4 shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing or, to the knowledge of CRA or OSI, threatened.
(e) All consents, authorizations, orders and approvals of (or filings or ...
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Transaction is subject to the satisfaction or waiver (to the extent permitted by applicable Law and other than the conditions set forth in Section 7.1(a) which may not be waived by any party) at or prior to the Closing of the following conditions:
Conditions to Each Party’s Obligation to Effect the Mergers. The obligations of each party to effect the Mergers and to consummate the other transactions contemplated by this Agreement to occur on the Closing Date shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
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 (or waiver by the Company and Parent, to the extent permissible under applicable Law and provided that such waiver shall only be effective as to the conditions of the waiving party) at or prior to the Effective Time of the following conditions:
(a) The Company Shareholder Approval shall have been obtained.
(b) The Parent Stockholder Approval shall have been obtained.
(c) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced.
(d) No injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted that remains in effect or be effective, in each case that prevents, enjoins, prohibits or makes illegal the consummation of the Mergers.
(i) All waiting periods applicable to the Mergers under the HSR Act shall have expired or been terminated, and (ii) all other filings, notices, approvals and clearances identified in Section 6.1(e) of the Company Disclosure Schedule shall have been obtained or filed or shall have occurred.
(f) The shares of Parent Common Stock to be issued in the Initial Merger shall have been approved for listing on the NYSE, subject to official notice of issuance.
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligations of the Parties to this Agreement to effect the Mergers and to consummate the other transactions contemplated by this Agreement on the Closing Date are subject to the satisfaction or (to the extent permitted by Law) waiver by each of the Parties at or prior to the Partnership Merger Effective Time of the following conditions:
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers is subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:
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 (or waiver by all parties, to the extent permissible under Law) at or prior to the Effective Time of the following conditions:
(a) The Requisite Unitholder Approval shall have been obtained in accordance with Law and the Organizational Documents by the Partnership;
(b) No injunction, order or decree by any court or other Governmental Entity of competent jurisdiction shall have been entered and shall continue to be in effect, no Law shall have been adopted or be effective, and no agreement with any Governmental Entity shall be in effect, in each case that prohibits, prevents or makes unlawful the consummation of the Mergers or the other transactions contemplated by this Agreement;
(c) All waiting periods or any timing agreement (or other written commitment with any Governmental Entity not to close before a certain date) applicable to the Mergers or the other transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated;
(d) The Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC;
(e) The Combined Consent Statement/Prospectus shall have been mailed to all holders of Partnership Common Units following effectiveness of the Form S-4 and at least 20 days prior to the Closing Date; and
(f) Parent and the Partnership shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“▇▇▇▇▇▇ & ▇▇▇▇▇▇”) or other nationally recognized tax counsel reasonably satisfactory to Parent and the Partnership (which Parent and the Partnership agree for the purposes of this Section 6.1(f) shall include ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. (“▇▇▇▇▇ ▇▇▇▇▇”)), dated as of the Closing Date to the effect that (A) at least 90% of the gross income of Parent for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code, (B) at least 90% of the gross income of the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quart...
Conditions to Each Party’s Obligation to Effect the Mergers. The obligation of each party to effect the Mergers will be subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, Merger Sub 1, Merger Sub 2, Merger Sub 3, HoldCo and the Company to the extent permitted by applicable law:
Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers shall be subject to the fulfillment or waiver by each of the parties to this Agreement (subject to Applicable Laws) at or prior to the Closing Date of the following conditions:
(a) (i) Hanover Stockholder Approval shall have been obtained; and