Conditions to the Obligations of the Parties Sample Clauses
The 'Conditions to the Obligations of the Parties' clause defines the specific requirements that must be satisfied before either party is legally required to fulfill their contractual obligations. These conditions may include obtaining regulatory approvals, the accuracy of representations and warranties, or the completion of certain actions by one or both parties prior to closing a transaction. By clearly outlining these prerequisites, the clause ensures that both parties are protected from being bound to perform if essential conditions are not met, thereby reducing risk and promoting fairness in the execution of the agreement.
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Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of Purchaser on the one hand, and the Company on the other hand, to consummate the Merger are subject to the following conditions precedent:
(a) No preliminary or permanent injunction or other order by any Federal or state court which prevents the consummation of the Merger or the Bank Merger shall have been issued and shall remain in effect.
(b) This Agreement shall have been duly adopted by the requisite vote of the stockholders of the Company at the Stockholders' Meeting.
(c) Purchaser shall have received approvals of the Governmental Authorities to acquire the Company and to consummate the transactions contemplated hereby and all required waiting periods relating thereto shall have expired.
(d) The Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC.
(e) Purchaser shall have received the Tax Opinion (as contemplated in Section 5.12 above).
(f) The shares of Purchaser Common Stock which shall be issued to the stockholders of the Company upon consummation of the Merger shall have been authorized for listing on Nasdaq, subject to official notice of issuance.
Conditions to the Obligations of the Parties. The respective obligations of the parties hereto to consummate the transactions contemplated hereby shall be subject to the fulfillment, at or prior to the Closing, of the following conditions:
Conditions to the Obligations of the Parties. The obligations of the Parties to Close are subject to the satisfaction of the following respective conditions at and as of the Closing unless waived by the Party for whose benefit the condition applies.
Conditions to the Obligations of the Parties. The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions:
(a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law;
(b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger;
(c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;
(d) the Required CCTS Shareholder Approval shall have been obtained;
(i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance;
(f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section 7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CC...
Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the Contemplated Transactions are subject to the satisfaction of the following conditions:
Conditions to the Obligations of the Parties. The obligations of the Parties to effect the Closing shall be subject to the satisfaction or waiver (to the extent permitted by Law) by Purchaser and Sellers, on or prior to the Closing Date, of each of the following conditions precedent:
Conditions to the Obligations of the Parties. (a) The obligations of the Investor hereunder to consummate the transactions contemplated hereby shall be subject to the satisfaction prior to the Closing Date of each of the following conditions (which may be waived in whole or in part by the Investor in its sole discretion):
Conditions to the Obligations of the Parties. Section 7.1 Conditions to the Obligations of the Commitment Parties. The obligations of each Commitment Party to consummate the transactions contemplated hereby shall be subject to (unless waived in accordance with Section 7.2) the satisfaction of the following conditions prior to or at the Closing:
Conditions to the Obligations of the Parties. The obligations of the Parties to complete the Contemplated Transactions are subject to the satisfaction or (to the extent permitted by Applicable Laws) waiver by the Purchaser and the Shareholder Representative on or prior to the Closing Date, of each of the following conditions:
Conditions to the Obligations of the Parties. (a) The obligations of the Company under this Section 1 shall be subject to the conditions that (i) the Stockholder shall have executed and delivered the Stockholders Agreement dated as of the date hereof among the Company and its stockholders party thereto in substantially the form attached hereto as Exhibit A (the "Stockholders Agreement"), (ii) the representations and warranties of the Stockholder in Section 2 of this Agreement shall be true and correct as of the Closing Date in all material respects and (iii) the Stockholder shall not have breached his obligations under Section 3 hereof.
(b) The obligations of the Stockholder under this Section 1 shall be subject to the conditions that (i) the Company shall have executed and delivered the Stockholders Agreement and (ii) the representations and warranties of the Company in Section 1.5 of this Agreement shall be true and correct as of the Closing Date in all material respects.