Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each Party under this Agreement to consummate the Merger shall be subject to the satisfaction or, where permissible under applicable Law, waiver at or prior to the Effective Time of the following conditions:
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
Conditions to Each Party’s Obligations under this Agreement. Each party's obligations under Article I and Article II of this Agreement shall be subject to each of the Parties having obtained any and all approvals, consents, licenses, permits and authorizations from Governmental Authorities, if any, in form and substance satisfactory to the other Party, necessary to permit such Party to perform its obligations hereunder, to consummate the transactions contemplated herein, and to continue to conduct the Business as presently conducted and in accordance with applicable Law.
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each of the Buyer and the Seller to effect the transactions contemplated hereby shall be subject to the fulfillment or written waiver by Buyer and the Seller prior to the Closing of each of the following conditions:
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each of the parties hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing Date of the following conditions:
Conditions to Each Party’s Obligations under this Agreement. Except for the consummation of the Merger, no other conditions precede the respective obligations of each party hereto.
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each party under this Agreement to consummate the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the Members and stockholders of KLLC and KMI, respectively. (b) All necessary regulatory or governmental approvals and consents required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory or regulatory waiting periods in respect thereof shall have expired. (c) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger. 6.2 Conditions to the Obligations of KLLC Under This Agreement. The obligations of KLLC under this Agreement shall be further subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived by KLLC: (a) Each of the obligations or covenants of KMI required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects.
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each party under this Agreement shall be subject to the satisfaction, at or prior to the Effective Date, of the conditions set forth below: 78 In transactions that constitute a “merger of equals” and in other negotiated business combinations where the business of the target corporation is well run by knowledgeable directors and management, the acquiror’s Board often will be enlarged to take on directors from the target’s Board and the acquiror’s management will incorporate members of the target’s management upon consummation of the merger. See XXXXXX, supra note 25, at 400 (“More commonly . . . the purchaser is looking to the very people who ran the seller to continue operating it—at least for as long as it takes the purchaser to decide that the business is being mismanaged and to train his own people to take over the job.”); XXXXXXX X. XXXX, CORPORATE FINANCE IN A NUTSHELL 391-92 (2004) (indicating that there are difficulties in combining management on a coequal basis).
Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each party under this Agreement shall be subject to the fulfillment or, to the extent permitted by applicable Law, written waiver by RBPI and BMBC at or prior to the Closing Date of the following conditions:
