Extract to table

The SPA provides for an Outside Date of December 10, 2024 — the date by which the closing must occur, failing which either party may terminate the SPA under § 8

1 sets forth conditions to both parties' obligation to close, including: (a) antitrust clearance — the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall have expired or been terminated; and (b) no injunction or legal restraint — no order, injunction, decree, or ruling by any governmental authority of competent jurisdiction shall be in effect that enjoins, restrains, or prohibits the consummation of the transactions contemplated by the SPA

The Company shall have delivered (or caused to be delivered) to the Buyer each of the items required to be delivered by the Company at the Closing pursuant to Section 2

The SPA may be terminated by either the Buyer or the Stockholder Representative if the Closing shall not have occurred on or prior to December 10, 2024 (the "Outside Date"); provided, however, that the right to terminate under this Section 8

2 shall have become incapable of being satisfied prior to the Outside Date; provided, however, that the right to terminate under this Section 8

The plaintiff must demonstrate the existence of a binding, enforceable agreement whose terms are sufficiently definite to be specifically enforced