Common use of Common Conditions Clause in Contracts

Common Conditions. The respective obligations of the parties to consummate the transaction contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Closing Date of the following conditions: (a) The Agreement, and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of Seller and its subsidiaries, if necessary, in accordance with applicable law. (b) All approvals, notices to, consents or waivers required by any of the Seller Regulatory Agencies or the Buyer Regulatory Agencies with respect to this Agreement and the transactions contemplated hereby shall have been obtained and shall remain in full force and effect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that are necessary to the consummation of the transactions contemplated by this Agreement except those approvals, consents or waivers, if any, which, in Buyer's sole discretion, if not so obtained, would not have a material adverse effect on Buyer, Seller, the Purchased Assets or the Assumed Liabilities after giving effect to the transactions contemplated herein; provided, however, that no such approval shall have imposed any condition or requirement which in the reasonable opinion of the board of directors of Buyer renders consummation of the transactions contemplated by this Agreement inadvisable. (c) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement shall have been satisfied. (d) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the transactions contemplated by this Agreement, and no litigation or proceeding shall be pending against any of the parties herein or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (e) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the transactions contemplated by this Agreement.

Common Conditions. The respective obligations of the parties to consummate the transaction contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Closing Date of each of the following conditionscommon conditions prior to or as of the Closing, except to the extent that any such condition shall have been waived in accordance with the provisions of Section 20 of this Agreement: (a1) The AgreementThis Agreement shall have been duly authorized, approved and adopted by the shareholders of EFI, as required by applicable provisions of the PBCL, and the transactions contemplated hereby required provisions of EFI's Articles of Incorporation. This Agreement shall have been duly authorized, approved and adopted by Sterling, as required by the requisite vote applicable provisions of the shareholders PBCL and the applicable provisions of Seller Sterling's Articles of Incorporation and its subsidiariesthe applicable provisions of the rules and requirements of the NASD. This Agreement shall have been duly authorized, if necessary, in accordance with applicable lawapproved and adopted by Sterling as the sole shareholder of Acquisition Corporation. (b2) All approvals, notices to, consents or waivers required by any of the Seller Regulatory Agencies or the Buyer Regulatory Agencies with respect to this Agreement and the transactions contemplated hereby The Parties hereto shall have been obtained and shall remain received all regulatory approvals required in full force and effect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that are necessary to the consummation of connection with the transactions contemplated by this Agreement except those approvals, consents or waivers, if any, which, in Buyer's sole discretion, if not so obtained, would not and the Merger Agreement and all notice periods and waiting periods required after the granting of such approval shall have a material adverse effect on Buyer, Seller, the Purchased Assets or the Assumed Liabilities after giving effect to the transactions contemplated hereinpassed; provided, however, that no such approval shall have imposed any condition or requirement which in the reasonable opinion of the board Board of directors Directors of Buyer Sterling renders consummation of the transactions contemplated by this Agreement Merger inadvisable. (c) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement shall have been satisfied. (d3) No party hereto action, suit or proceeding shall be subject to pending or threatened before any orderfederal, decree state or injunction of a local court or agency of competent jurisdiction governmental authority or before any arbitration tribunal which enjoins seeks to modify, enjoin or prohibits the consummation of prohibit or otherwise have a Material Adverse Effect on the transactions contemplated by this Agreement, and no litigation or proceeding shall be pending against any of the parties herein or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (e4) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement. (5) All applicable notifications, statutory and regulatory antitrust law requirements have been met. (6) The Registration Statement shall have been filed (the date of which is referred to herein as the "Filing Date") by Sterling with the SEC under the 1933 Act, and shall have been declared effective prior to the time the Proxy Statement/Prospectus is first mailed to the shareholders of EFI, and no stop order with respect to the effectiveness of the registration statement shall have been issued; the Sterling Common Stock to be issued pursuant to this Agreement shall be duly registered or qualified under the securities or "blue sky" laws of all states in which such action is required for purposes of the initial issuance of such shares and the distribution thereof to the shareholders of EFI entitled to receive such shares. (7) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement shall have been satisfied. (8) An Escrow Agreement (as defined in Section 17 hereof) which is mutually acceptable to Sterling and EFI shall have been executed by Sterling and EFI prior to Closing. EXECUTION COPY

Common Conditions. The respective obligations of the parties to consummate effect the transaction contemplated by this Agreement Merger shall be subject to the satisfaction or waiver prior to the Closing Date Effective Time of the following conditions: (a) The Agreement, Agreement and the transactions contemplated hereby and thereby shall have been approved by the requisite vote of the shareholders of Seller HBI and its subsidiaries, if necessary, Sterling in accordance with applicable law. (b) All approvals, notices to, consents or waivers required by any of the Seller HBI Regulatory Agencies or the Buyer Sterling Regulatory Agencies with respect to this Agreement (including the Merger) and the transactions contemplated hereby and thereby including, without limitation, the approvals, notices to, consents or waivers of (i) the Board and (ii) the Pennsylvania Department of Banking (the HBI Regulatory Agencies and the Sterling Regulatory Agencies, are, collectively the "Regulatory Agencies") shall have been obtained and shall remain in full force and effect, and all applicable statutory waiting periods (including without limitation all applicable statutory waiting periods relating to the Merger) shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that are necessary or appropriate to the consummation of the transactions contemplated by this Agreement Agreement, except those approvals, consents or waivers, if any, whichof which failure to obtain would not, individually or in Buyer's sole discretionthe aggregate, if not so obtained, would not have a material adverse effect Material Adverse Effect on BuyerSterling, Seller, the Purchased Assets HBI or the Assumed Liabilities Hanover (after giving effect to the transactions transaction contemplated hereinhereby); provided, however, that no such approval shall have imposed any condition or requirement which in the reasonable opinion would: (i) require or could reasonably be expected to require (A) any divestiture by Sterling of a portion of the board business of directors Sterling or of Buyer renders consummation any subsidiary or affiliate of Sterling, or (B) any divestiture by HBI or any of its subsidiaries of a portion of its business which Sterling in its good faith judgment believes will have a significant adverse impact on HBI's business or prospects; or (ii) impose any condition upon Sterling or any of its subsidiaries or affiliates, which in Sterling's good faith judgment (x) would be materially burdensome to Sterling and its subsidiaries taken as whole, (y) would significantly increase the costs incurred or that would be incurred by Sterling as a result of consummating the Merger, or (z) would prevent Sterling from obtaining a material benefit contemplated to be attained as a result of the transactions contemplated by this Agreement inadvisableMerger. (c) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement shall have been satisfied. (d) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the transactions Merger or any other transaction contemplated by this Agreement, and no litigation or proceeding shall be pending against any of the parties herein or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (e) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the transactions Merger or any other transaction contemplated by this Agreement. (f) The Registration Statement shall have been filed (the date of which is referred to herein as the "Filing Date") by Sterling with the SEC under the 1933 Act, and shall have been declared effective prior to the time the Proxy Statement/ Prospectus is first mailed to the respective shareholders of Sterling and HBI, and no stop order with respect to the effectiveness of the Registration Statement shall have been issued; the Sterling Common Stock to be issued pursuant to this Agreement shall be duly registered or qualified under the securities or "blue sky" laws of all states in which such action is required for purposes of the initial issuance of such shares and the distribution thereof to the shareholders of HBI entitled to receive such shares. (g) An opinion of Xxxxxxxx Xxxxxxxx, P.C., or from Ernst & Young, LLP, shall have been received by Sterling and HBI to the effect that: (i) The Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and HBI and Sterling will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) No gain or loss will be recognized by HBI or Sterling by reason of the Merger; (iii) Except for cash received in lieu of fractional shares and cash received by HBI Shareholders who exercise their dissenter's rights, no gain or loss will be recognized by the shareholders of HBI who receive solely Sterling Common Stock upon the exchange of their shares of HBI Common Stock for shares of Sterling Common Stock; (iv) The tax basis of the Sterling Common Stock to be received by the HBI shareholders will be, in each instance, the same as the basis of the HBI Common Stock surrendered in exchange therefor; (v) The holding period of the Sterling Common Stock received by a HBI shareholder receiving Sterling Common Stock will include the period during which the HBI Common Stock surrendered in exchange therefor was held; (vi) Cash received by a HBI shareholder in lieu of a fractional share interest of Sterling Common Stock or upon exercise of dissenter's rights will be treated as having been received as a distribution in full payment in exchange for the fractional share interest of Sterling Common Stock, or the tax basis in the shares surrendered, as the case may be, which he would otherwise be entitled to receive and will qualify as capital gain or loss; and (vii) Subject to any limitations imposed under Sections 381 and 382 of the Code, Sterling, as the survivor to the Merger, will carry-over and take into account all accounting items and tax attributes of HBI, including but not limited to earning and profits, methods of accounting, and tax basis and holding periods of HBI. In case a ruling from the IRS is sought, HBI and Sterling shall cooperate and each shall furnish to the other and to the IRS such information and representations as shall, in the opinion of counsel for Sterling and HBI, be necessary or advisable to obtain such ruling.