Closing Consents. The consents, authorizations, orders, permits and approvals listed on Exhibit B hereto shall have been obtained and shall be in full force and effect.
Closing Consents. Gold Xxxx and Southern States shall have received the Closing Consents, and any HSR Act waiting period with respect to the transaction contemplated hereby shall have expired or been terminated.
Closing Consents. The Seller shall have obtained, and delivered a copy to Purchaser, all of the consents set forth on Schedule 4.01(h).
Closing Consents. Closing Consents" shall mean those third party consents included within the Required Consents that are marked by an asterisk on Schedule 6.2.2.
Closing Consents. Except for the consents, waivers and authorizations set forth in Schedule 3.10 (the "Parent Closing Consents"), and other than as disclosed in Section 3.7, there are no Persons or entities, other than Parent, whose approval, consent, waiver or authorization is legally or contractually required to consummate the transactions contemplated by this Agreement, except for consents, waivers and authorizations, the failure to obtain which could not, in the aggregate, have an International Material Adverse Effect, hinder or delay the performance by any party of its obligations under this Agreement or hinder or delay the consummation of the transactions contemplated herein. As of the Cash Closing, each of the Parent Closing Consents will have been duly authorized, executed and delivered by each of the parties thereto and from and after the Cash Closing will be a valid and binding agreement of each such party, enforceable against such party in accordance with its terms.
Closing Consents. The consents, authorizations, orders, permits and approvals listed on Exhibit G hereto shall have been obtained and shall be in full force and effect, without any conditions, restrictions, limitations, qualifications or requirements, which (if implemented) would constitute, or would be reasonably likely to constitute, individually or in the aggregate, a Negative Regulatory Action.
Closing Consents. AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 26, 2003, is among UnitedHealth Group Incorporated, a Minnesota corporation ("Parent"), MU Acquisition LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub"), and Mid Atlantic Medical Services, Inc., a Delaware corporation (the "Company").
Closing Consents. The consents listed on Exhibit E hereto shall have been obtained and shall be in full force and effect.
Closing Consents. The consents listed on Exhibit E hereto shall have been obtained and shall be in full force and effect, without any conditions which would reasonably be likely to have a Parent Material Adverse Effect, have a Company Material Adverse Effect, or materially impair the long-term benefits sought to be derived from the Merger.
Closing Consents. The consents, authorizations, orders, permits and approvals listed on Exhibit B hereto shall have been obtained and shall be in full force and effect, without any conditions, restrictions, requirements or change of regulation or any other action taken, which (if implemented), (i) would have, or would be reasonably likely to have, individually or in the aggregate, a material adverse effect on the Company and its Subsidiaries, taken as a whole, or on Parent and its Subsidiaries, taken as a whole (it being agreed that in the case of measuring the effect on Parent and its Subsidiaries in this clause (i), (A) ”Subsidiaries” shall not include the Company or its Subsidiaries, (B) ”material adverse effect” shall be the level of, and shall be measured as to, what would have, or would be reasonably likely to have, a “material adverse effect” on the Company and its Subsidiaries, taken as a whole, and not the level or measure of what would have, or would be reasonably likely to have, a “material adverse effect” on Parent and its Subsidiaries, taken as a whole, and (C) the effect shall be with respect to Parent and its Subsidiaries) or (ii) would, or would be reasonably likely to, materially impair the benefits sought to be derived by Parent from the transactions contemplated by this Agreement, including the Merger.
