Common use of Agreements and Documents Clause in Contracts

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) The Employment Agreement; (b) a legal opinion of Xxxxxx Godward llp, dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that (i) in rendering such opinion, Xxxxxx Godward llp may rely upon the tax representation letters referred to in Section 5.10, and (ii) if Xxxxxx Godward llp does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Xxxx and Xxxx LLP renders such opinion to Parent); (c) a certificate executed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer confirming that each of the conditions set forth in Sections 6.1, 6.2, 6.4 (as it relates to the Required Company Stockholder Vote), 6.5, 6.8, 6.9 and 6.10 have been duly satisfied; and (d) the written resignations of all directors of each of the Constituent Corporations, effective as of the Effective Time.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) The Employment Agreement; (b) a legal opinion of Xxxxxx Godward llpLLP, dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that (i) in rendering such opinion, Xxxxxx Godward llp LLP may rely upon the tax representation letters referred to in Section 5.105.9, and (ii) if Xxxxxx Cooley Godward llp LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Xxxx and Xxxx LLP Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation renders such opinion to Parent);; and (cb) a certificate executed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer confirming that each of the conditions set forth in Sections 6.1, 6.2, 6.4 (as it relates to the Required Company Stockholder Vote)6.4, 6.56.6, 6.86.7, 6.8 and 6.9 and 6.10 have been duly satisfied; and (d) the written resignations of all directors of each of the Constituent Corporations, effective as of the Effective Time.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: : Affiliate Agreements in the form of Exhibit B, executed by each Person who would reasonably be deemed to be an "affiliate" of the Company (a) The Employment Agreement; (b) as that term is used in Rule 145 under the Securities Act); a letter from Xxxxxx Xxxxxxxx, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.11; a legal opinion of Xxxxxx Godward llp, llp dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that (i) in rendering such opinion, Xxxxxx Godward llp may rely upon the tax representation letters referred to in Section 5.10, 5.10 and (ii) if Xxxxxx Godward llp does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Xxxxxx Xxxx and Xxxx LLP llp renders such opinion to Parent); (c) ; and a certificate executed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer confirming that each of the conditions set forth in Sections 6.1, 6.2, 6.4 (as it relates to the Required Company Stockholder Vote), 6.5, 6.8, 6.9 and 6.10 6.5 have been duly satisfied; and (d) the written resignations of all directors of each of the Constituent Corporations, effective as of the Effective Time.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) The Employment AgreementNoncompetition Agreements in the form of Exhibit C, executed by the individuals listed on Schedule 6.7(a); (b) a legal opinion of Xxxxxx Cxxxxx Godward llp, LLP dated as of the Closing Date and addressed to Parent, substantially to the effect that that, on the basis of facts, representations and assumptions set forth in such opinion, which are consistent with the state of facts existing as of the Effective Time, for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that (i) in rendering such opinion, Xxxxxx Cxxxxx Godward llp LLP may rely upon the tax representation letters referred to in Section 5.105.9, and (ii) if Xxxxxx Cxxxxx Godward llp LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Xxxx and Xxxx Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP renders such opinion to Parentopinion); (c) a certificate executed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer confirming that each of the conditions set forth in Sections 6.1, 6.2, 6.4 (as it relates to the Required Company Stockholder Vote)6.4, 6.5, 6.8and 6.13 have been duly satisfied and that, 6.9 to his knowledge, the conditions set forth in Sections 6.7 and 6.10 6.8 have been duly satisfied; and (d) the written resignations of all officers and directors of each of the Constituent CorporationsAcquired Corporations requested by Parent, effective as of the Effective Time.

Agreements and Documents. Parent and Merger Sub shall have received the following agreements and documents, each of which shall be in full force and effect: (a) The Employment AgreementAffiliate Agreements, executed by each Affiliate, as contemplated by Section 4.6; (b) Employment and Noncompetition Agreements in the form of Exhibit I, executed by each Person identified on Schedule 6.6(b); (c) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, in form and substance reasonably acceptable to Parent, updating the letter referred to in Section 4.5; (d) a legal opinion of Xxxxxx Godward llpLLP, dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that (i) in rendering such opinion, Xxxxxx Godward llp LLP may rely upon the tax representation letters referred to in Section 5.10, and (ii) if Xxxxxx Godward llp does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Xxxx and Xxxx LLP renders such opinion to Parent); (ce) a certificate executed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer confirming that each of the conditions set forth in Sections 6.1, 6.2, 6.4 (as it relates to the Required Company Stockholder Vote), 6.5, 6.8, 6.9 6.7 and 6.10 6.11 have been duly satisfied; and; (df) the written resignations of all directors of the Company, effective as of the Effective Time (it being understood that any such resignation shall not be deemed to be a voluntary termination of employment under existing employment, severance or similar agreements); and (g) the written resignations of all directors and officers of each of the Constituent CorporationsAcquired Companies (other than the Company), effective as of the Effective Time.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) The Employment AgreementAffiliate Agreements in the form of Exhibit C, executed by each Person who could reasonably be deemed to be an "affiliate" (as that term is used in Rule 145 under the Securities Act) of the Company; (b) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, updating the letter referred to in Section 5.13; (c) a legal opinion of Xxxxxx Godward llpLLP, dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that (i) in rendering such opinion, Xxxxxx Godward llp LLP may rely upon reasonable assumptions and the tax representation letters referred to in Section 5.105.12, and (ii) if Xxxxxx Godward llp LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Xxxx and Xxxx LLP renders such opinion to Parent); (cd) a certificate executed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer confirming that each of the conditions set forth in Sections 6.1, 6.2, 6.4 (as it relates to the Required Company Stockholder Vote6.4(a), 6.4(b), 6.5, 6.86.6(a), 6.9 6.9, 6.10, 6.11 and 6.10 6.12 have been duly satisfied; and (de) the written resignations of all officers and directors of each of the Constituent Acquired Corporations, effective as of the Effective Time.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) The Employment AgreementNoncompetition Agreements in the form of Exhibit C, executed by the individuals listed on Schedule 6.7(a); (b) a legal opinion of Xxxxxx Godward llp, LLP dated as of the Closing Date and addressed to Parent, substantially to the effect that that, on the basis of facts, representations and assumptions set forth in such opinion, which are consistent with the state of facts existing as of the Effective Time, for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that (i) in rendering such opinion, Xxxxxx Godward llp LLP may rely upon the tax representation letters referred to in Section 5.105.9, and (ii) if Xxxxxx Godward llp LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Xxxx and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP renders such opinion to Parentopinion); (c) a certificate executed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer confirming that each of the conditions set forth in Sections 6.1, 6.2, 6.4 (as it relates to the Required Company Stockholder Vote)6.4, 6.5, 6.8and 6.13 have been duly satisfied and that, 6.9 to his knowledge, the conditions set forth in Sections 6.7 and 6.10 6.8 have been duly satisfied; and (d) the written resignations of all officers and directors of each of the Constituent CorporationsAcquired Corporations requested by Parent, effective as of the Effective Time.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) The Affiliate Agreements in the form of Exhibit C, executed by each Person who could reasonably be deemed to be an "affiliate" (as that term is used in Rule 145 under the Securities Act) of the Company; (b) an Employment Agreement, executed by Parent and Xxxxxxx Xxxxxxxxxx, in the form entered into by such parties contemporaneously with the execution of this Agreement; (bc) a letter from PricewaterhouseCoopers llp, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, updating the letter referred to in Section 5.12; (d) a legal opinion of Xxxxxx Godward llp, llp dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 368(a) of the Code (it being understood that (i) in rendering such opinion, Xxxxxx Godward llp may rely upon the tax representation letters referred to in Section 5.105.11, and (ii) if Xxxxxx Godward llp does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Xxxx and Xxxx LLP Xxxxxxx, Xxxxxxx & Xxxxxxxx llp renders such opinion to Parentopinion);; and (ce) a certificate executed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer confirming that each of the conditions set forth in Sections 6.1, 6.2, 6.4 (as it relates to the Required Company Stockholder Vote)6.4, 6.5, 6.86.7, 6.8 and 6.9 and 6.10 have been duly satisfied; and (d) the written resignations of all directors of each of the Constituent Corporations, effective as of the Effective Time.