Mutual Closing Conditions Clause Samples

Mutual Closing Conditions. The obligations of each of the Parties to consummate the Merger and the obligations of the Company to consummate the Separation and the Distribution (if applicable) are conditioned upon the satisfaction at or prior to the Closing (or waiver by both the Company and Parent, to the extent permitted by applicable Law) of each of the following:

Mutual Closing Conditions. The respective obligation of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable Laws) on or prior to the Closing Date of all of the following conditions: (a) All necessary filings with and consents of any Governmental Entity required for the consummation of the transactions contemplated by this Agreement and the other Contribution Documents shall have been made and obtained, as applicable, and any waiting periods applicable to the transactions contemplated hereby under the HSR Act and any extensions thereof shall have expired or been terminated; provided, however, that, prior to invoking this condition, the invoking party shall have used commercially reasonable efforts to make or obtain such filings and consents. (i) No effective injunction, writ or preliminary restraining order or any order of any nature is issued and outstanding by a Governmental Entity of competent jurisdiction prohibiting the consummation of the transactions contemplated by this Agreement and (ii) there shall not be any action or proceeding before any Governmental Entity with respect to which an unfavorable judgment, order, decree or ruling would prohibit the consummation of the transactions contemplated by this Agreement or declare the consummation of the transactions unlawful or require the consummation of the transactions to be rescinded.

Mutual Closing Conditions. The respective obligation of each Party to consummate the transactions contemplated hereby is subject to the satisfaction or waiver, to the extent permitted by applicable Law, on or prior to the Closing Date of the following conditions:

Mutual Closing Conditions. 5.1 The obligations of Sequoia, AcquisitionCo, Dynamic and ExploreCo to complete the transactions contemplated herein and to file the Arrangement Filings in order to give effect to the Arrangement are subject to fulfilment of the following conditions precedent on or before the Effective Date or such other time as is specified below: (a) on or before September 1, 2005, the Interim Order shall have been granted in form and substance satisfactory to each of Sequoia and Dynamic, each acting reasonably, and such Interim Order shall not have been set aside or modified in a manner unacceptable to Sequoia or Dynamic, each acting reasonably; (b) the "Arrangement Resolution" (as defined in the Plan of Arrangement) shall have been passed by the Dynamic Securityholders as required pursuant to the Interim Order and all Applicable Laws, on or before September 29, 2005, in form and substance satisfactory to each of Sequoia and Dynamic, acting reasonably, duly approving the Arrangement in accordance with the Interim Order; (c) on or before September 30, 2005, the Final Order shall have been granted in form and substance satisfactory to Sequoia and Dynamic, each acting reasonably; (d) the Arrangement shall have become effective on or before September 30, 2005 in accordance with the terms of the Plan of Arrangement; (e) there shall be no action taken under any existing applicable law, regulation, rule or order, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or regulatory authority or similar agency, domestic or foreign, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated herein which are necessary to complete the Arrangement; or (ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein; (f) Dynamic and Sequoia shall have obtained all consents, approvals and authorizations (including, without limitation, all stock exchange, securities commission and other regulatory approvals) required or necessary in connection with the transactions contemplated herein on terms and conditions satisfactory to Dynamic and Sequoia, acting reasonably, and all applicable domestic and foreign statutory or regulatory waiting periods to the transactions contemplated under the Arrangement shall have expired or been ...

Mutual Closing Conditions. The obligations of each party hereto to purchase shares of Common Stock under this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (i) The Transaction shall be consummated concurrently with or immediately following the purchase of the Shares. (ii) The representations and warranties of the other party in this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Closing with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date). (iii) No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase of the Shares.

Mutual Closing Conditions. The obligations of each of the Parties to consummate the Transactions are conditioned upon the satisfaction at or prior to the Closing (or waiver by both the Partnership and Parent) of each of the following: (a) The Partnership Unitholder Approval has been obtained at the Partnership Meeting or an adjournment thereof. (b) All applicable waiting periods under the HSR Act have expired or been terminated. (c) No Law, order, judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of the transactions contemplated by this Agreement (brought by a third party) is in effect. (d) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC. (e) The New Common Units deliverable to the holders of Partnership Common Units (including Partnership Restricted Units) and ▇▇ ▇▇▇▇▇▇▇ as contemplated by this Agreement have been approved for listing on the NASDAQ Global Select Market, subject to official notice of issuance.

Mutual Closing Conditions. The obligations of the Parties to consummate, or cause to be consummated, the Mergers are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The Acquiror Shareholder Approvals shall have been obtained; (b) The Company Shareholder Approval shall have been obtained; (c) Acquiror 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); (d) The Proxy Statement/Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Proxy Statement/Registration Statement; and (e) The waiting period or periods under the HSR Act, if applicable to the transactions contemplated by this Agreement and the Ancillary Agreements, shall have expired or been terminated; and (f) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Mergers; provided that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby.

Mutual Closing Conditions. Each and every obligation of the parties, under this Agreement to be performed at or before the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, unless waived in writing by both parties:

Mutual Closing Conditions. (a) The obligations of each of the Parties to consummate the Mergers are conditioned upon the satisfaction at or prior to the Closing (or, waiver, to the extent permitted by Law, by the Partnership, on the one hand, and Parent, on the other hand, of each of the following: (i) The Partnership Unitholder Approval shall have been obtained for this Agreement and the Transactions. (ii) The GP Written Consents shall have been obtained and shall be continuing in full force and effect. (iii) All waiting periods (or extensions thereof) under the HSR Act, if applicable, relating to the Transactions shall have expired or been terminated. (iv) No Law, order, judgment or injunction (whether temporary, preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of the Transactions (including the Mergers and issuance of Parent Common Stock or Parent Opco Units in connection therewith) is in effect. (v) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated by the SEC. (vi) The shares of Parent Common Stock deliverable to the holders of Partnership Units as contemplated by this Agreement have been approved for listing on the NYSE, subject to official notice of issuance.