Conditions to Obligations of Parties. The respective obligations of the parties to consummate the Merger are subject to the fulfillment of each of the following conditions:
Conditions to Obligations of Parties. The obligations of Purchaser and Seller to consummate the transactions contemplated hereby shall be subject to the condition that all orders, consents and approvals of regulatory agencies necessary in order for the transactions provided for in this Agreement to be lawfully accomplished shall have been obtained in form and substance reasonably satisfactory to the Purchaser and Seller.
Conditions to Obligations of Parties. 88 Section 9.1 Conditions to the Obligations of Each Party 88 Section 9.2 Conditions to the Obligations of the Buyer and the Company Merger Sub 89 Section 9.3 Conditions to the Obligations of the Company 90 Section 9.4 Frustration of Closing Conditions 90 Section 9.5 Waiver of Closing Conditions 90 ARTICLE X TERMINATION 90 Section 10.1 Termination 90 Section 10.2 Effect of Termination 91 ARTICLE XI MISCELLANEOUS 92 Section 11.1 Amendment and Waiver 92 Section 11.2 Notices 92 Section 11.3 Assignment 93 Section 11.4 Severability 93 Section 11.5 Interpretation 94 Section 11.6 Entire Agreement 94 Section 11.7 Governing Law; Waiver of Jury Trial; Jurisdiction 95 Section 11.8 Non-Survival 96 Section 11.9 Trust Account Waiver 96 Section 11.10 Counterparts; Electronic Delivery 96 Section 11.11 Specific Performance 97 Section 11.12 No Third-Party Beneficiaries 97 Section 11.13 Schedules and Exhibits 97 Section 11.14 No Recourse 98 Section 11.15 Equitable Adjustments 99 Section 11.16 Legal Representation and Privilege 99 Section 11.17 Acknowledgements 101 ARTICLE XII AUTHORIZATION OF THE EQUITYHOLDER REPRESENTATIVE 102 Section 12.1 Authorization of Equityholder Representative 102 EXHIBITS Exhibit A Rice Holdings A&R LLCA Exhibit B Company A&R LLCA Exhibit C Form of Stockholders Agreement Exhibit D Capital Expenditure Budget BUSINESS COMBINATION AGREEMENT This Business Combination Agreement (this “Agreement”) is made and entered into as of April 7, 2021 (the “Execution Date”) by and among (i) LFG Buyer Co, LLC (the “Buyer”), (ii) Inigo Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Buyer (“Company Merger Sub”), (iii) LFG Intermediate Co, LLC, a Delaware limited liability company (“IntermediateCo”), (iv) Rice Acquisition Holdings LLC, a Delaware limited liability company (“Rice Holdings”, and together with the Buyer, Company Merger Sub, IntermediateCo and RAC, collectively, the “Buyer Parties”), (v) Aria Energy LLC, a Delaware limited liability company (the “Company”), (vi) Aria Renewable Energy Systems LLC, a Delaware limited liability company, solely in its capacity as representative of the Company Unitholders (the “Equityholder Representative”) and (vii) solely for purposes of Section 2.2(c), Article IV, Article V, Article VI and Article XI, Rice Acquisition Corp., a Delaware corporation (“RAC”). Each of the Buyer, the Company Merger Sub, the Company, the Equityholder Representative and, solely for purposes of Sect...
Conditions to Obligations of Parties. The obligations of OMG to consummate the transfer of the Ferro Businesses are subject to the satisfaction on or prior to the Closing Date of the conditions set forth in Section 5.1 hereof. The obligations of Ferro to consummate the transfer of the Ferro Businesses are subject to the satisfaction on or prior to the Closing Date of the conditions set forth in Section 5.2 hereof.
Conditions to Obligations of Parties. The respective obligations of the parties hereto to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of the following condition:
Conditions to Obligations of Parties. The obligations of Surety Bank and TexStar to cause the Merger to be consummated are subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless such condition shall, on or prior to the Closing Date, have been waived in writing by TexStar and Surety Bank:
Conditions to Obligations of Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to obtaining at or prior to the Closing, any and all consents necessary for the assignment and assumption of the Purchased Assets, as well as the fulfillment, at or prior to the Closing, of the condition that no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal except for the existing Federal Controlled Substances Act, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
Conditions to Obligations of Parties. SECTION 5.1 Conditions to the Obligations of Seller and Purchaser. The obligations of Purchaser and Seller to consummate the transactions contemplated by the Transaction Documents are subject to the satisfaction at or prior to the Closing of the following conditions, except to the extent that any such condition may have been waived in writing by both Seller's Agent and Purchaser at or prior to the Closing:
Conditions to Obligations of Parties to Consummate the First Merger
Conditions to Obligations of Parties. The obligations of Surety, Surety Bank, the Directors, First Midlothian and First Bank to cause the Mergers to be consummated shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless such condition shall, on or prior to the Closing Date, have been waived in writing by Surety and First Midlothian:
