Conditions to the Merger. The obligations of each party to effect the Merger shall be subject to the satisfaction, at or prior to the Effective Time, of the following conditions:
Conditions to the Merger. Each party's respective obligation to effect the Merger is subject to the fulfillment or waiver, if permissible, at or prior to the Closing Date, of each of the following conditions: (i) the approval and adoption of the Merger Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Instron Common Stock entitled to vote at the Special Meeting; (ii) the waiting period (and any extension thereof) applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated; (iii) all necessary approvals, authorizations and consents of any governmental or regulatory entity required to consummate the Merger shall have been obtained and remain in full force and effect, and all waiting periods relating to such approvals, authorizations and consents shall have expired or been terminated; (iv) no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental authority nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority shall be in effect which would make the consummation of the Merger illegal, or otherwise restrict, prevent or prohibit the consummation of any of the Transactions, including the Merger; and (v) each of the Instron Board and the Board of Directors of MergerCo (the "MergerCo Board") shall have received a letter from an appraisal firm reasonably satisfactory to Instron indicating that immediately after the Effective Time, and after giving effect to the Merger and the financing thereof, that the Surviving Corporation will not be insolvent or have unreasonably small capital with which to engage in its business.
Conditions to the Merger. The obligation of Evetsco and of Oahu to consummate the Merger shall be subject to compliance with or satisfaction of the following conditions:
Conditions to the Merger. Article 8 of the Merger Agreement provides that the obligations of SPRI, the Purchaser and Leapnet to consummate the Merger are subject to the satisfaction or waiver of the following conditions: (1) if required by the DGCL, the Merger Agreement shall have been approved and adopted by the requisite affirmative vote of the stockholders of Leapnet in accordance with the DGCL and Leapnet's Certificate of Incorporation, (2) no governmental entity shall have enacted, issued, promulgated, enforced or entered any law, executive order or award (whether temporary, preliminary or permanent) that is then in effect and has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger and (3) the Purchaser shall have purchased Shares pursuant to the Offer.