Common use of Additional Conditions to the Obligations of Parent Clause in Contracts

Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following additional conditions, any or all of which may be waived in whole or in part by Parent to the extent permitted by applicable Law: (a) (i) the representations and warranties of the Company and the Shareholders set forth in Section 5.1 that are qualified as to materiality shall be true and correct, and (ii) such representations and warranties that are not so qualified shall be true and correct in all material respects, except where any such failure to be true and correct would not individually or in the aggregate result in a material adverse effect on Parent or the Company, in each case as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date); (b) the Company and the Shareholders shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (c) the Company shall have obtained all Consents from, and the Company shall have made all Filings to or with, any Person, including without limitation any Governmental Authority, necessary to be obtained or made in order for Parent to consummate the Merger, unless the failure to obtain such Consents or make such Filings would not, individually or in the aggregate, have a material adverse effect on Parent or the Company; (d) concurrent with the consummation of the Merger, the Related Merger shall be consummated; (e) each of the Company and the Holders Representative shall have executed and delivered the Escrow Agreement; (f) none of the holders of Company Common Shares outstanding as of the Effective Time shall have exercised and perfected a demand for appraisal rights under Section 31D-13-1323 of the WVBCA; (g) the Holder’s Representative shall have delivered to Parent a certificate certifying as to the aggregate amount of Estimated Tax Cash of the Company on hand as of the Effective Time which aggregate amount shall be satisfactory to Parent; (h) the Distribution Transactions shall have been consummated in form and substance satisfactory to Parent in all respects; (i) the Written Consent shall be in full force and effect; and (j) Parent and Merger Sub shall have received the opinion of Winston & Xxxxxx LLP, counsel to Parent, based upon representations by Parent, Merger Sub and the Company, and subject to reasonable limitations and assumptions, to the effect that, for federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368 of the Code and that each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. The issuance of such opinion shall be conditioned on receipt by Winston & Xxxxxx LLP of representations letters from each of Parent and the Company substantially in compliance with IRS advance ruling guidelines, with reasonable and customary modifications thereto and having such other terms as reasonably requested thereby. Each such representation letter shall be signed and dated on or before the date of such opinion by an authorized officer of Parent or the Company, as the case may be, and shall not have been withdrawn or modified in any material respect as of the Effective Time.

Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate effect the Merger are shall be subject to the fulfillment at or prior to the Effective Time Date of the following additional conditions, any or all of which may be waived in whole or in part by Parent to the extent permitted by applicable Law: (a) (i) the representations and warranties Each representation or warranty of the Company and the Shareholders set forth in Section 5.1 that are qualified as to materiality shall be true and correctcorrect except for circumstances which, and (ii) when considered individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect, in each case as if such representations and warranties were made at the date of this Agreement and as of the Closing Date (other than to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of such date and provided that are not so any representation or warranty that is qualified by materiality or Company Material Adverse Effect shall be true and correct in all material respects). There shall not have been a breach in any respect by the Company of any covenant or agreement set forth in this Agreement which breach shall not have been remedied within 20 days (or by the Outside Date (as defined below), if sooner) of written notice specifying such breach in reasonable detail and demanding that same be remedied (except where any such failure to be true and correct or such breach, taken together with all other such failures and breaches, would not individually or in the aggregate result in have a material adverse effect on Parent or the Company, in each case as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such dateCompany Material Adverse Effect); (b) There shall not be any pending suit, action, investigation or proceeding brought by any governmental authority before any court (domestic or foreign) or any action taken, or any statute, rule, regulation, decree, order or injunction promulgated, enacted, entered into or enforced by any state, federal or foreign government or governmental agency or authority or by any court (domestic or foreign) that would reasonably be expected to have the effect of: (i) making illegal or otherwise restraining or prohibiting the consummation of the Merger or materially delaying the Merger; or (ii) prohibiting or materially limiting the ownership or operation by the Company or Parent or any of their subsidiaries or their properties, or compelling Parent or any of Parent’s subsidiaries to dispose of or hold separate all or any material portion of the business or assets of the Company and any of its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, as a result of the Shareholders shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Timetransactions contemplated herein; (c) the Company There shall not have obtained all Consents from, occurred and the Company shall have made all Filings continue to or with, exist any Person, including without limitation any Governmental Authority, necessary to be obtained or made in order for Parent to consummate the Merger, unless the failure to obtain such Consents or make such Filings would not, event that individually or in the aggregate, aggregate would reasonably be expected to have a material adverse effect on Parent or Company Material Adverse Effect (other than matters set forth in the Company;Company Disclosure Letter). (d) concurrent with the consummation of the Merger, the Related Merger shall be consummated; (e) each of the Company and the Holders Representative Parent shall have executed and delivered received the Escrow Agreement; (f) none of the holders of Company Common Shares outstanding written opinion from Sxxxx Xxxxxx, dated as of the Effective Time Date, which shall have exercised and perfected a demand for appraisal rights under Section 31D-13-1323 of the WVBCA; (g) the Holder’s Representative shall have delivered to Parent a certificate certifying as to the aggregate amount of Estimated Tax Cash of be based on such written representations from Parent, the Company on hand and others as of the Effective Time which aggregate amount shall be satisfactory to Parent; (h) the Distribution Transactions shall have been consummated in form and substance satisfactory to Parent in all respects; (i) the Written Consent shall be in full force and effect; and (j) Parent and Merger Sub shall have received the opinion of Winston & Xxxxxx LLP, counsel to Parent, based upon representations by Parent, Merger Sub and the Company, and subject to reasonable limitations and assumptionssuch person may reasonably request, to the effect that, for federal income tax purposes, that the Merger will qualify as constitute a “reorganization” within the meaning of Section 368 of the Code and that each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. The issuance of such opinion shall be conditioned on receipt by Winston & Xxxxxx LLP of representations letters from each of Parent and the Company substantially in compliance with IRS advance ruling guidelines, with reasonable and customary modifications thereto and having such other terms as reasonably requested thereby. Each such representation letter shall be signed and dated on or before the date of such opinion by an authorized officer of Parent or the Company, as the case may be, and shall not have been withdrawn or modified in any material respect as of the Effective Time.

Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate and effect the Merger are Transactions shall be subject to the fulfillment satisfaction at or prior to the Effective Time Closing of each of the following additional conditions, any or all of which may be waived waived, in whole or in part writing, exclusively by Parent to the extent permitted by applicable LawParent: (a) (i) the representations and warranties The Specified Fundamental Representations of Professionals, Professionals GP, the Company and the Shareholders set forth in Section 5.1 that are qualified as to materiality shall be true and correct, and (ii) such representations and warranties that are not so qualified Company GP shall be true and correct in all material respectsbut de minimis respects (without giving effect to any limitation as to “materiality”, except where “Professionals Material Adverse Effect” or “Company Material Adverse Effect” or any such failure to be true similar limitation contain herein) on and correct would not individually or in the aggregate result in a material adverse effect on Parent or the Company, in each case as of the date of this Agreement, Agreement and on and as of the Effective Time with the same force and effect Closing Date as if though made on and as of the Effective Time Closing Date (except to the extent that any such representation and warranty expressly made speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); (b) ; the Fundamental Representations of Professionals, Professionals GP, the Company and the Shareholders Company GP shall have performed or complied be true and correct in all material respects with its agreements (without giving effect to any limitation as to “materiality”, “Professionals Material Adverse Effect” or “Company Material Adverse Effect” or any similar limitation contain herein) on and covenants required as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and all other representations and warranties of Professionals, Professionals GP, the Company and Company GP set forth in Article III hereof shall be true and correct (without giving effect to any limitation as to “materiality”, “Professionals Material Adverse Effect” or “Company Material Adverse Effect” or any similar limitation contained herein) on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be performed or complied with under this Agreement as of or prior to the Effective Time; (c) the Company shall have obtained all Consents from, so true and the Company shall have made all Filings to or with, any Person, including without limitation any Governmental Authority, necessary to be obtained or made in order for Parent to consummate the Merger, unless the failure to obtain such Consents or make such Filings would notcorrect, individually or in the aggregate, has not had and is not reasonably likely to have a material adverse effect on Parent Professionals Material Adverse Effect or the Company;a Company Material Adverse Effect. (db) concurrent with the consummation Each of the MergerProfessionals, the Related Merger shall be consummated; (e) each of Professionals GP, the Company and the Holders Representative Company GP shall have executed performed or complied with all agreements and delivered covenants required by this Agreement to be performed or complied with by it at or prior to the Escrow Agreement;Closing Date, in each case in all material respects. (fc) none Each of Professionals, Professionals GP, the holders of Company Common Shares outstanding as of the Effective Time shall have exercised and perfected a demand for appraisal rights under Section 31D-13-1323 of the WVBCA; (g) the Holder’s Representative Company GP shall have delivered to Parent a certificate certificate, signed by an authorized representative of such Person and dated as of the Closing Date, certifying as to the aggregate amount matters set forth in Section 7.3(a), Section 7.3(b) and Section 7.3(d). (d) No Professionals Material Adverse Effect or Company Material Adverse Effect shall have occurred since the date of Estimated Tax Cash this Agreement. (e) The Company shall have delivered to Parent the Required Financial Information required to be delivered prior to Closing pursuant to Section 6.1(b). (f) The Convertible Notes shall be repaid or converted into equity of the Company, in full, in connection with the Closing. (g) Each of Professionals, Professionals GP, the Company on hand as and Company GP shall have delivered, or caused to be delivered, or shall stand ready to deliver all of the Effective Time which aggregate amount shall certificates, instruments, Contracts and other documents specified to be satisfactory delivered by it hereunder, including copies of the documents to Parent;be delivered by pursuant to Section 2.2(b), duly executed by Professionals, Professionals GP, the Company and Company GP, as applicable. (h) The PIPE Investment (and the Distribution Transactions funding of the PIPE Investment Amount) shall have been consummated or will be consummated substantially concurrently with the Closing in form and substance satisfactory to Parent in all respects; (i) accordance with the Written Consent shall be in full force and effect; and (j) Parent and Merger Sub shall have received terms of the opinion of Winston & Xxxxxx LLP, counsel to Parent, based upon representations by Parent, Merger Sub and the CompanySubscription Agreements, and subject to reasonable limitations and assumptionsafter giving effect thereto, to the effect that, for federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368 of the Code and that each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinion Parent Cash shall not have been withdrawn equal or modified in any material respect. The issuance of such opinion shall be conditioned on receipt by Winston & Xxxxxx LLP of representations letters from each of Parent and the Company substantially in compliance with IRS advance ruling guidelines, with reasonable and customary modifications thereto and having such other terms as reasonably requested thereby. Each such representation letter shall be signed and dated on or before the date of such opinion by an authorized officer of Parent or the Company, as the case may be, and shall not have been withdrawn or modified in any material respect as of the Effective Timeexceed $200,000,000.

Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger also are subject to the fulfillment at or prior to the Effective Time of the following additional conditions, any or all of which may be waived in whole or in part by Parent to the extent permitted by applicable Lawlaw: (a) (i) the representations and warranties of the Company and the Shareholders set forth in Section 5.1 that are qualified as to materiality or Material Adverse Effect shall be true and correct, and (ii) such representations and warranties that are not so qualified shall be true and correct in all material respects, except where any such failure to be true and correct would not individually or in the aggregate result in a material adverse effect on Parent or the Company, in each case as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), in each case except as permitted or contemplated by this Agreement; (b) the Company and the Shareholders shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (c) the Company shall have obtained all Consents fromdelivered to Parent a certificate of its Chief Executive Officer and Chief Financial Officer to the effect that each of the conditions specified in clauses (a), (b) and (d) of this Section 7.3 is satisfied; (d) from the Company date of this Agreement to the Effective Time, there shall not have made all Filings to been any event or with, any Person, including without limitation any Governmental Authority, necessary to be obtained or made development which results in order for Parent to consummate the Merger, unless the failure to obtain such Consents or make such Filings would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Parent or the Company; (d) concurrent with the consummation of the Merger, the Related Merger shall be consummated; (e) each of the Company and the Holders Representative Xxxxxxx Xxxxxx shall have executed and delivered entered into the Escrow Xxxxxx Employment Agreement; (f) none of the holders of Company Common Shares outstanding as of the Effective Time Xxxxx Xxxxxx shall have exercised and perfected a demand for appraisal rights under Section 31D-13-1323 of entered into the WVBCAXxxxxx Employment Agreement; (g) the Holder’s Representative Xxxxxxx Xxxxxx shall have delivered to Parent entered into a certificate certifying as to Lock-Up Agreement substantially in the aggregate amount form of Estimated Tax Cash of the Company on hand as of the Effective Time which aggregate amount shall be satisfactory to ParentExhibit E hereto (a “Lock-Up Agreement”); (h) the Distribution Transactions Xxxxx Xxxxxx shall have been consummated in form and substance satisfactory to Parent in all respects;entered into a Lock-Up Agreement; and (i) the Written Consent shall be in full force and effect; and holders of Company Shares owing an aggregate percentage interest of no more than five percent (j) Parent and Merger Sub shall have received the opinion of Winston & Xxxxxx LLP, counsel to Parent, based upon representations by Parent, Merger Sub and the Company, and subject to reasonable limitations and assumptions, to the effect that, for federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368 of the Code and that each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b5%) of the Code, which opinion shall not have been withdrawn or modified in any material respect. The issuance of such opinion shall be conditioned outstanding Company Shares on receipt by Winston & Xxxxxx LLP of representations letters from each of Parent and the Company substantially in compliance with IRS advance ruling guidelines, with reasonable and customary modifications thereto and having such other terms as reasonably requested thereby. Each such representation letter shall be signed and dated on or before the date of this Agreement shall have given written notice to the Company of such opinion by an authorized officer of Parent or stockholder’s wish to assert their respective right to elect to exercise its appraisal rights with respect to the CompanyMerger, as provided in the case may be, and shall not have been withdrawn or modified in any material respect as of the Effective TimeWBCA.

Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following additional conditions, any or all of which may be waived in whole or in part by Parent to the extent permitted by applicable Law: (a) (i) the representations and warranties of the Company and the Shareholders set forth in Section 5.1 that are qualified as to materiality or Material Adverse Effect shall be Table of Contents true and correct, and (ii) such representations and warranties that are not so qualified shall be true and correct in all material respects, except where any such failure to be true and correct would not individually or in the aggregate result in a material adverse effect on Parent or the CompanyMaterial Adverse Effect, in each case as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date); (b) the Company and the Shareholders its Subsidiaries shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (c) from the date of this Agreement to the Effective Time, there shall not have been any event or development which has had, or could reasonably be expected to have, a Material Adverse Effect; (d) the Company shall have delivered to Parent a certificate of its Chief Executive Officer and Chief Financial Officer to the effect that each of the conditions specified in clauses (a) and (b) of this Section 7.3 is satisfied; (e) the Company shall have obtained all Consents from, and the Company shall have made all Filings to or with, any Person, including without limitation any Governmental Authority, necessary to be obtained or made in order for Parent to consummate the Merger, unless the failure to obtain such Consents or make such Filings would not, individually or in the aggregate, have a material adverse effect on Parent or the CompanyMaterial Adverse Effect; (df) concurrent with the consummation requisite stockholder approval of the Merger, Company’s stockholders of this Agreement and the Related Merger shall be consummatedhave been obtained and remain in full force and effect; (eg) each of the Company and the Holders Holder’s Representative shall have executed and delivered the Escrow Agreement; (fh) none not more than 5% of the holders of Company Common Shares outstanding as of the Effective Time shall have exercised and perfected a demand for appraisal rights under Section 31D-13-1323 of the WVBCAconstitute Dissenting Shares; (gi) prior to the Effective Time, the Company shall have effectuated (i) the Holder’s Representative disposition of the Woodcraft Entities through either (A) a distribution of the entities or (B) one or more forward cash mergers or other transactions treated as a sale of the assets of the Woodcraft Entities for federal income tax purposes or (C) a sale of the Woodcraft Entities or a cash reverse subsidiary merger, in each case, on terms and conditions mutually satisfactory to Parent and the Company (the “Woodcraft Transaction”), (ii) the Real Estate Disposition on terms and conditions mutually satisfactory to Parent and the Company and (iii) the sale of the securities set forth on Schedule 6.1(d); Table of Contents (j) the Company shall have delivered to Parent a certificate certifying as to the aggregate amount of Estimated Tax Cash entered into employment agreements with each of the Company individuals listed on hand as of the Effective Time which aggregate amount shall be satisfactory Schedule 7.3(j) in form and substance reasonably acceptable to Parent; (hk) the Distribution Transactions each of Tres Investments Company and S. Xxxx Xxxx Enterprises, Inc. shall have been consummated in form and substance satisfactory made Stock Elections with respect to Parent in all respectsof the Company Common Shares owned thereby; (i) the Written Consent shall be in full force and effect; and (jl) Parent and Merger Sub shall have received the opinion of Winston & Xxxxxx LLP, counsel to Parent, based upon representations by Parent, Merger Sub and the Company, and subject to reasonable limitations and assumptions, to the effect that, for federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368 of the Code and that each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. The issuance of such opinion shall be conditioned on receipt by Winston & Xxxxxx LLP of representations letters from each of Parent and the Company substantially in compliance with IRS advance ruling guidelines, with reasonable and customary modifications thereto and having such other terms as reasonably requested thereby. Each such representation letter shall be signed and dated on or before the date of such opinion by an authorized officer of Parent or the Company, as the case may be, and shall not have been withdrawn or modified in any material respect as of the Effective Time; and (m) the Holder’s Representative shall have delivered to Parent a certificate certifying as to the aggregate amount of tax liabilities incurred or to be incurred by the Company or its Subsidiaries arising in connection with, or related to, the consummation of the Woodcraft Transaction and the Real Estate Disposition which aggregate amount shall be satisfactory to Parent.