Common use of Additional Conditions to Obligations of Target Clause in Contracts

Additional Conditions to Obligations of Target. The obligations of Target to consummate the transactions contemplated hereby are subject to the satisfaction, on or before the Closing Date or such other time specified in the relevant condition precedent, of the following conditions precedent: (a) the representations and warranties made by each member of the Initial Investor Group in this Agreement shall be true and correct as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not or would not reasonably be expected to materially impede completion of the Private Placement and the Change of Management, and each member of the Initial Investor Group shall have provided to Target a certificate certifying such accuracy on the Closing Date, and Target will have no knowledge to the contrary; (b) the Initial Investor Group shall have complied with its covenants and obligations herein, except where the failure to comply with its covenants or obligations, individually or in the aggregate, would not or would not reasonably be expected to materially impede completion of the Private Placement and the Change of Management, and each member of the Initial Investor Group shall have provided to Target a certificate certifying compliance with such covenants on the Closing Date, and Target will have no knowledge to the contrary; (c) the Initial Investor Group shall cause the Corporation to extinguish all indebtedness owing pursuant to the Bonds at Closing; (d) properly executed Unit Subscription Agreements and Investor Group Subscription Agreements, together with certified cheques or bank drafts or other forms of payment and other required items, have been delivered by the applicable Subscribers as contemplated in Section 2.1(c) (including, for greater certainty, for the number of Units and/or Investor Group Units, as applicable, described in Section 2.1(a)) to the satisfaction of Target, acting reasonably; and (e) Target shall be satisfied, acting reasonably, that immediately upon completion of the Private Placement and the payment in full of all indebtedness owing pursuant to the Bonds and subject to the resignations of the Old Board and Old Executives, that the members of the New Board shall be appointed to fill the vacancies created by the resignations of the Old Board without the necessity of a meeting of the Target Shareholders and the New Executives shall be appointed as officers of Target. The conditions in this Section 5.3 are for the exclusive benefit of Target and may be asserted by Target regardless of the circumstances or may be waived by Target in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Target may have, subject to Section 7.1.

Additional Conditions to Obligations of Target. The obligations obligation of Target to consummate close the transactions contemplated hereby are is subject to the satisfaction, on or before the Closing Date or such other time specified in the relevant condition precedent, satisfaction of each of the following conditions precedentconditions, any of which may be waived, in writing, exclusively by Target: (a) the The representations and warranties made by of each member of the Initial Investor Group Kintera and Merger Sub set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on date of this Agreement and as of such date (except to the extent such representations and warranties speak as of an earlier date or date) as of the Closing Date as though made on and as of the Closing Date, except as affected by transactions for (i) changes contemplated or permitted by this Agreement), except where the failure of such Agreement and (ii) that representations and warranties which specifically relate to a particular date or period shall be true and correct, individually or in the aggregate, would not or would not reasonably be expected to materially impede completion correct as of the Private Placement such date and the Change of Managementfor such period, and each member of the Initial Investor Group Target shall have provided to Target received a certificate certifying to such accuracy effect signed on behalf of Kintera and Merger Sub by an officer of each of Kintera and Merger Sub authorized to execute agreements on Kintera's or Merger Sub's behalf; (b) Kintera and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and Target will have no knowledge to the contrary; (b) the Initial Investor Group shall have complied with its covenants and obligations herein, except where the failure to comply with its covenants or obligations, individually or in the aggregate, would not or would not reasonably be expected to materially impede completion of the Private Placement and the Change of Management, and each member of the Initial Investor Group shall have provided to Target received a certificate certifying compliance with to such covenants effect signed on the Closing Date, behalf of Merger Sub and Target will have no knowledge to the contraryKintera by an officer of Merger Sub and Kintera; (c) Kintera shall have executed and delivered the Initial Investor Group shall cause the Corporation to extinguish all indebtedness owing pursuant to the Bonds at ClosingStockholders Agreement; (d) properly executed Unit Subscription Agreements Target shall have received from Merger Sub and Investor Group Subscription AgreementsKintera, together with certified cheques or bank drafts or other forms respectively, written evidence that the execution, delivery and performance of payment Merger Sub's and other required items, Kintera's obligations under this Agreement have been delivered duly and validly approved and authorized by the applicable Subscribers Board of Directors of Merger Sub and the Board of Directors of Kintera; (e) Kintera shall have delivered the Offer Letters in the form attached hereto as contemplated in Section 2.1(c) (including, for greater certainty, for the number of Units and/or Investor Group Units, as applicable, described in Section 2.1(a)) Exhibit B-1 to the satisfaction Founders and in the form attached hereto as Exhibit B-2 to the other Employees; (f) Kintera shall have delivered an Option Agreement to each holder of Target, acting reasonablya New Option in the amount set forth on Schedule 5.6; (g) Kintera shall have delivered a photocopy of the certificates representing the Escrow Securities; and (eh) Target shall be satisfied, acting reasonably, that immediately upon completion of the Private Placement have received from Kintera and the payment in full of all indebtedness owing pursuant to the Bonds and subject to the resignations of the Old Board and Old Executives, that the members of the New Board Merger Sub such other documents as its counsel shall be appointed to fill the vacancies created by the resignations of the Old Board without the necessity of a meeting of the Target Shareholders and the New Executives shall be appointed as officers of Target. The conditions in this Section 5.3 are for the exclusive benefit of Target and may be asserted by Target regardless of the circumstances or may be waived by Target in its sole discretionhave reasonably requested, in whole or in part, at any time form and from time substance reasonably satisfactory to time without prejudice to any other rights which Target may have, subject to Section 7.1.such counsel. ARTICLE VIII

Additional Conditions to Obligations of Target. The obligations obligation of Target to consummate close the transactions contemplated hereby are is subject to the satisfaction, on or before the Closing Date or such other time specified in the relevant condition precedent, satisfaction of each of the following conditions precedentconditions, any of which may be waived, in writing, exclusively by Target: (a) the The representations and warranties made by of each member of the Initial Investor Group Acquiror and Merger Sub set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on date of this Agreement and as of such date (except to the extent such representations and warranties speak as of an earlier date or date) as of the Closing Date as though made on and as of the Closing Date, except as affected by transactions for (i) changes contemplated or permitted by this Agreement), except where the failure of such Agreement and (ii) that representations and warranties which specifically relate to a particular date or period shall be true and correct, individually or in the aggregate, would not or would not reasonably be expected to materially impede completion correct as of the Private Placement such date and the Change of Managementfor such period, and each member of the Initial Investor Group Target shall have provided to Target received a certificate certifying to such accuracy effect signed on behalf of Acquiror and Merger Sub by an officer of each of Acquiror and Merger Sub authorized to execute agreements on Acquiror's or Merger Sub's behalf; (b) Acquiror and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and Target will have no knowledge to the contrary; (b) the Initial Investor Group shall have complied with its covenants and obligations herein, except where the failure to comply with its covenants or obligations, individually or in the aggregate, would not or would not reasonably be expected to materially impede completion of the Private Placement and the Change of Management, and each member of the Initial Investor Group shall have provided to Target received a certificate certifying compliance with to such covenants effect signed on the Closing Date, behalf of Merger Sub and Target will have no knowledge to the contraryAcquiror by an officer of Merger Sub and Acquiror; (c) Acquiror shall have executed and delivered the Initial Investor Group shall cause the Corporation to extinguish all indebtedness owing pursuant to the Bonds at ClosingSecurityholders Agreement; (d) properly executed Unit Subscription Agreements Target shall have received from Merger Sub and Investor Group Subscription AgreementsAcquiror, together with certified cheques or bank drafts or other forms respectively, written evidence that the execution, delivery and performance of payment Merger Sub's and Acquiror's obligations under this Agreement have been duly and validly approved and authorized by the Board of Directors of Merger Sub and the Board of Directors of Acquiror; (e) Acquiror shall have delivered the offer letters in the form attached hereto as Exhibit D-1 to the Target Stockholders; in the form attached hereto as Exhibit D-2 to each of Certain Employees and other required items, have been delivered by employees listed on Schedule 6.2(d); and in the applicable Subscribers form attached hereto as contemplated in Section 2.1(c) (including, for greater certainty, for the number of Units and/or Investor Group Units, as applicable, described in Section 2.1(a)) Exhibit D-3 to the satisfaction other employees of Target, acting reasonably; and (ef) Target shall be satisfied, acting reasonably, that immediately upon completion of the Private Placement have received from Acquiror and the payment in full of all indebtedness owing pursuant to the Bonds and subject to the resignations of the Old Board and Old Executives, that the members of the New Board Merger Sub such other documents as Target's counsel shall be appointed to fill the vacancies created by the resignations of the Old Board without the necessity of a meeting of the Target Shareholders and the New Executives shall be appointed as officers of Target. The conditions in this Section 5.3 are for the exclusive benefit of Target and may be asserted by Target regardless of the circumstances or may be waived by Target in its sole discretionhave reasonably requested, in whole or in part, at any time form and from time substance reasonably satisfactory to time without prejudice to any other rights which Target may have, subject to Section 7.1such counsel.

Additional Conditions to Obligations of Target. The obligations obligation of Target to consummate close the transactions contemplated hereby are is subject to the satisfaction, on or before the Closing Date or such other time specified in the relevant condition precedent, satisfaction of each of the following conditions precedentconditions, any of which may be waived, in writing, exclusively by Target: (a) the The representations and warranties made by of each member of the Initial Investor Group Acquiror and Merger Sub set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on date of this Agreement and as of such date (except to the extent such representations and warranties speak as of an earlier date or date) as of the Closing Date as though made on and as of the Closing Date, except as affected by transactions for (i) changes contemplated or permitted by this Agreement), except where the failure of such Agreement and (ii) that representations and warranties which specifically relate to a particular date or period shall be true and correct, individually or in the aggregate, would not or would not reasonably be expected to materially impede completion correct as of the Private Placement such date and the Change of Managementfor such period, and each member of the Initial Investor Group Target shall have provided to Target received a certificate certifying to such accuracy effect signed on behalf of Acquiror and Merger Sub by an officer of each of Acquiror and Merger Sub authorized to execute agreements on Acquiror’s or Merger Sub’s behalf; (b) Acquiror and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and Target will have no knowledge to the contrary; (b) the Initial Investor Group shall have complied with its covenants and obligations herein, except where the failure to comply with its covenants or obligations, individually or in the aggregate, would not or would not reasonably be expected to materially impede completion of the Private Placement and the Change of Management, and each member of the Initial Investor Group shall have provided to Target received a certificate certifying compliance with to such covenants effect signed on the Closing Date, behalf of Merger Sub and Target will have no knowledge to the contraryAcquiror by an officer of Merger Sub and Acquiror; (c) Acquiror shall have executed and delivered the Initial Investor Group shall cause the Corporation to extinguish all indebtedness owing pursuant to the Bonds at ClosingSecurityholders Agreement; (d) properly executed Unit Subscription Agreements Target shall have received from Merger Sub and Investor Group Subscription AgreementsAcquiror, together with certified cheques or bank drafts or other forms respectively, written evidence that the execution, delivery and performance of payment Merger Sub’s and Acquiror’s obligations under this Agreement have been duly and validly approved and authorized by the Board of Directors of Merger Sub and the Board of Directors of Acquiror; (e) Acquiror shall have delivered the offer letters in the form attached hereto as Exhibit D-1 to the Target Stockholders; in the form attached hereto as Exhibit D-2 to each of Certain Employees and other required items, have been delivered by employees listed on Schedule 6.2(d); and in the applicable Subscribers form attached hereto as contemplated in Section 2.1(c) (including, for greater certainty, for the number of Units and/or Investor Group Units, as applicable, described in Section 2.1(a)) Exhibit D-3 to the satisfaction other employees of Target, acting reasonably; and (ef) Target shall be satisfied, acting reasonably, that immediately upon completion of the Private Placement have received from Acquiror and the payment in full of all indebtedness owing pursuant to the Bonds and subject to the resignations of the Old Board and Old Executives, that the members of the New Board Merger Sub such other documents as Target’s counsel shall be appointed to fill the vacancies created by the resignations of the Old Board without the necessity of a meeting of the Target Shareholders and the New Executives shall be appointed as officers of Target. The conditions in this Section 5.3 are for the exclusive benefit of Target and may be asserted by Target regardless of the circumstances or may be waived by Target in its sole discretionhave reasonably requested, in whole or in part, at any time form and from time substance reasonably satisfactory to time without prejudice to any other rights which Target may have, subject to Section 7.1such counsel.