Conditions to Obligations of Parent and Purchaser to Effect the Merger. The obligations of Parent and Purchaser to effect the Merger are further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:
Conditions to Obligations of Parent and Purchaser to Effect the Merger. The obligations of Parent and Purchaser to effect the Merger are also subject to the satisfaction or, to the extent permitted by applicable Law, waiver by Parent and Purchaser on or prior to the Closing Date of the following conditions:
Conditions to Obligations of Parent and Purchaser to Effect the Merger. The obligations of Parent and Purchaser to effect the Merger are further subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time as if made at and as such time; (b) The Company shall have delivered to Purchaser and (i) Bank of America, Illinois (formerly known as Continental Bank, National Association), one or more opinions of counsel acceptable to Bank of America, Illinois, stating that the Merger complies with (A) Article IV of the Indenture dated as of January 15, 1992 between the Company and Continental Bank, National Association, as trustee; and (B) Article Nine of the Indenture dated as of September 1, 1993 between the Company and Continental Bank, National Association, as trustee, as supplemented by a First Supplemental Indenture dated as of June 1, 1994 between the Company and Continental Bank, National Association, as trustee; and (ii) NationsBank of Georgia, National Association, an opinion of counsel acceptable to NationsBank of Georgia, National Association, stating that the Merger complies with Article Nine of the Indenture dated as of November 1, 1992 between the Company and NationsBank of Georgia, National Association, as trustee (collectively, the "PUBLIC INDENTURE MERGER OPINIONS"); (c) The Company shall have performed in all material respects each of its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms hereof. 26
Conditions to Obligations of Parent and Purchaser to Effect the Merger. The obligations of Parent and Purchaser to effect the Merger are further subject to the satisfaction or waiver pursuant to Section 1.1, prior to the Effective Time, of the condition that the Purchaser shall have accepted for payment and paid for shares of Company Common Stock tendered pursuant to the Offer.
Conditions to Obligations of Parent and Purchaser to Effect the Merger. If an Offer Termination has occurred and the Merger is to be consummated other than pursuant to Section 251(h) of the DGCL, then the obligations of Parent and Purchaser to effect the Merger are further subject to the fulfillment (or waiver by Parent and Purchaser, to the extent permissible under applicable Legal Requirements) on or prior to the Closing Date of the following conditions:
Conditions to Obligations of Parent and Purchaser to Effect the Merger. The obligations of Parent and Purchaser to effect the Merger are subject to the satisfaction of the further conditions (which may be waived in whole or in part by Parent) that (i) the Company shall have performed all material obligations required to be performed by it under this Agreement on or before the Closing Date (ii) the Minimum Condition shall have been satisfied and Purchaser shall have accepted for payment the Shares validly tendered in the Offer; and (iii) none of the events described in paragraphs (a) through (g) of Annex A shall have occurred and be continuing.
Conditions to Obligations of Parent and Purchaser to Effect the Merger. The obligations of Parent and Purchaser to effect the Merger shall be subject to the additional condition, which may be waived in whole or in part by Parent or Purchaser to the extent permitted by applicable law, that all actions contemplated by Section 3.4 herein shall have been taken.
