Common use of Conditions of Company Clause in Contracts

Conditions of Company. The obligation of Company to consummate the Merger and to take the other actions that it is required to take at Closing is subject to the satisfaction of each of the following conditions (the "Company Closing Conditions") prior to or at Closing: (a) (i) the representations and warranties of Parent and MergerSub in Article 4 that are qualified by reference to a Material Adverse Effect are true and correct on the Closing Date as if they were made at and as of Closing (other than representations and warranties that address matters only as of a certain date, which need only be true and correct as of such certain date), and (ii) the representations and warranties of Parent and MergerSub in Article 4 that are not so qualified are true and correct in all material respects on the Closing Date as if they were made at and as of Closing (other than representations and warranties that address matters only as of a certain date, which need only be true and correct in all material respects as of such certain date), except, in each case, for representations and warranties the breach of which has not had, and would not reasonably be expected to have, a Material Adverse Effect; (b) Parent and MergerSub shall have complied with all covenants applicable to Parent or MergerSub set forth in this Agreement except for such non-compliance as would not reasonably be expected to result in a Material Adverse Effect; (c) receipt of the consent, approval and authorization required by the New York City Business Integrity Commission for consummation of the Merger; (d) Stockholder Approval has been obtained; and (e) no temporary restraining order, preliminary or permanent injunction or other order issued by a court or other Governmental Authority of competent jurisdiction shall be in effect and have the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; provided, however, that the provisions of this Section 6.2(e) shall not be available to Company if such Party's failure to fulfill its obligations pursuant to Sections 5.4 or 5.5 shall have been the cause of, or shall have resulted in, such order or injunction. Company may waive any Company Closing Condition specified in this Section 6.2 by a written waiver delivered to Parent and MergerSub at any time prior to or at Closing.

Conditions of Company. The obligation of Company to consummate the Merger and to take the other actions that it is required to take at Closing is subject to the satisfaction of each of the following conditions (the "Company Closing Conditions") prior to or at Closing: (a) (i) the representations and warranties of Parent and MergerSub in Article 4 that are qualified by reference to a Material Adverse Effect are true and correct on the Closing Date as if they were made at and as of Closing (other than representations and warranties that address matters only as of a certain date, which need only be true and correct as of such certain date), and (ii) the representations and warranties of Parent and MergerSub in Article 4 that are not so qualified are true and correct in all material respects on the Closing Date as if they were made at and as of Closing (other than representations and warranties that address matters only as of a certain date, which need only be true and correct in all material respects as of such certain date), except, in each case, for representations and warranties the breach of which has not had, and would not reasonably be expected to have, a Material Adverse Effect; (b) Parent and MergerSub shall have complied with all covenants applicable to Parent or MergerSub set forth in this Agreement except for such non-compliance as would not reasonably be expected to result in a Material Adverse Effect; (c) receipt of the consent, approval and authorization required by the New York City Business Integrity Commission for consummation of the Merger; (d) Stockholder Approval has been obtained; and (e) no temporary restraining order, preliminary or permanent injunction or other order issued by a court or other Governmental Authority of competent jurisdiction shall be in effect and have the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; provided, however, that the provisions of this Section 6.2(e) shall not be available to Company if such Party's failure to fulfill its obligations pursuant to Sections 5.4 or 5.5 shall have been the cause of, or shall have resulted in, such order or injunction. Company may waive any Company Closing Condition specified in this Section 6.2 by a written waiver delivered to Parent and MergerSub at any time prior to or at Closing.

Conditions of Company. The obligation of Company to consummate complete the Merger and to take the other actions that it is required to take at Closing transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions (for the "Company Closing Conditions") exclusive benefit of Company, to be fulfilled or performed at or prior to or at the Closing: (a) (i) the representations and warranties of Parent and MergerSub Contributor contained in Article 4 that are qualified by reference to a Material Adverse Effect are true and correct on the Closing Date as if they were made at and as of Closing (other than representations and warranties that address matters only as of a certain date, which need only this Agreement shall be true and correct as of the date of this Agreement and as of the Closing with the same effect as though such certain date), and (ii) the representations and warranties of Parent and MergerSub in Article 4 that are not so qualified are true and correct in all material respects on the Closing Date as if they were had been made at and as of Closing (other than representations and warranties that address matters only as of a certain date, which need only be true and correct in all material respects as of such certain date), except, in each case, for representations and warranties the breach of which has not had, and would not reasonably be expected to have, a Material Adverse EffectClosing; (b) Parent all of the covenants and MergerSub obligations of this Agreement to be complied with or performed by Contributor at or before the Closing shall have been duly complied with all covenants applicable to Parent or MergerSub set forth in this Agreement except for such non-compliance as would not reasonably be expected to result in a Material Adverse Effectperformed; (c) receipt no Judgment shall have been made by and no third-party Litigation will be pending or threatened by any Person before any court or other Governmental Authority to restrain or prohibit the completion of the consent, approval and authorization required transactions contemplated by this Agreement or to materially modify the New York City Business Integrity Commission for consummation of the Mergertransactions contemplated by this Agreement; (d) Stockholder Approval has been obtainedContributor shall have delivered to Company the consents and approvals listed in Schedule 3.1(c); and (e) no temporary restraining order, preliminary Contributor shall have executed and delivered or permanent injunction or other order issued by a court or other Governmental Authority of competent jurisdiction shall caused to be delivered to Company the documents listed in effect and have Section 7.2. In the effect of making the Merger illegal or otherwise prohibiting consummation event that any of the Merger; providedforegoing conditions are not performed or fulfilled at or before the Closing, however, that the provisions of this Section 6.2(e) shall not be available to Company if such Party's failure to fulfill its obligations pursuant to Sections 5.4 or 5.5 shall have been the cause of, or shall have resulted in, such order or injunction. Company may terminate this Agreement, in which event, Company will be released from all obligations under this Agreement, and Contributor will also be so released unless Contributor was reasonably capable of causing such condition or conditions to be fulfilled or unless Contributor has breached any of its covenants or obligations in or under this Agreement. The foregoing conditions are for the benefit of Company only and accordingly Company will be entitled to waive compliance with any Company Closing Condition specified such conditions if it sees fit to do so, without prejudice to its rights and remedies at law and in this Section 6.2 by a written waiver delivered equity and also without prejudice to Parent and MergerSub at any time prior to of its rights of termination in the event of non-performance of any other conditions in whole or at Closingin part.