Common use of Conditions of the Shareholders Clause in Contracts

Conditions of the Shareholders. The obligations of the Shareholders to consummate the transactions contemplated by this Agreement and the other Transaction Documents shall be subject to the satisfaction, at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by the Shareholders: (a) the Purchaser shall pay the cash element of the Closing Payment as required by Section 2.2(a) hereof ; shall issue the Promissory Note; and shall duly execute and deliver to Shareholders either (i) certificates representing the Purchaser Shares or (ii) evidence reasonably satisfactory to Shareholders counsel that the Purchaser Shares have been duly issued to Shareholders and that Shareholders are reflected as the owner thereof on the books and records of the Purchaser; (b) the representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Purchaser shall have complied with all covenants and agreements and satisfied all conditions on its part stated to be performed or satisfied under this Agreement or any other Transaction Document prior to the Closing Date; (c) the Purchaser shall appoint each of Bxxxxxx Xxxxx and Mxxxxxx Xxxxxx to the Purchaser’s board of directors; (d) HMRC having given clearances in respect of the proposed acquisition of the Sale Shares under section 701 of the Income Tax Axx 0000 and section 138 of the Capital Gains Taxes Act 1992 in terms reasonably satisfactory to the Shareholders and not having withdrawn them; (e) the Purchaser shall deliver to Initio and the Shareholders such documents, certificates and instruments as may be reasonably requested by the Shareholders in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (f) the Purchaser entering into the Minority Shareholder Deeds; (g) the Purchaser making the Profit Payments to the Rights Holders, as set out in Schedule 5; (h) the consent of ABN AMRO and Wxxxx Fargo to the transaction in a form reasonably acceptable to the Purchaser; (i) the Purchase providing the Shareholders with an opinion (in a form reasonably satisfactory to the Shareholders) from Counsel that (i) the Purchase Shares will be fully paid and non-assessable; (ii) this Agreement has been properly authorized; and (iii) compliance with anti-takeover laws in the state of Nevada, in a form to be mutually agreed to by the Parties prior to Closing; (j) the Purchaser shall deliver to each of the Shareholders his or her respective Employment Agreement, executed by the Purchaser in accordance with Section 2.3(g).

Conditions of the Shareholders. The obligations obligation of the Shareholders to consummate the transactions contemplated by this Agreement and the other Transaction Documents shall be are subject to the satisfactionfulfillment by Buyer, at on or prior to the ClosingClosing Date, of the following conditions, conditions (any of which may be waived in writing, in whole or in part part, by the Shareholders:): (a) the Purchaser shall pay the cash element of the Closing Payment as required by Section 2.2(a) hereof ; shall issue the Promissory Note; and shall duly execute and deliver to Shareholders either (i) certificates representing the Purchaser Shares or (ii) evidence reasonably satisfactory to Shareholders counsel that the Purchaser Shares have been duly issued to Shareholders and that Shareholders are reflected as the owner thereof on the books and records of the Purchaser; (b) the The representations and warranties of the Purchaser Buyer set forth in this Agreement shall be true true, correct and correct complete in all material respects on and as of the Closing Date as though such representations and warranties were made anew at and as of such date (or if an earlier date is specified in such representation and warranty, as of such earlier date), and the Buyer shall have duly performed in all material respects all agreements and covenants herein which are required to be performed by the Buyer on or before the Closing Date. (b) The Buyer shall have furnished the Shareholders with a certificate, executed on behalf of the same effect as if made on Buyer by one of its executive officers and dated the Closing Date, and confirming the Purchaser shall have complied with all covenants and agreements and satisfied all conditions on its part stated to be performed or satisfied under this Agreement or any other Transaction Document prior to the Closing Date;matters expressed in Section 8.2(a). (c) The Shareholders shall have received an opinion, dated the Purchaser shall appoint each Closing Date, of Bxxxxxx Xxxxx and Mxxxxxx Xxxxxx counsel to the Purchaser’s board of directors;Buyer in substantially the form exchanged on the date hereof. (d) HMRC having given clearances in respect All consents of third parties required for the proposed acquisition of the Sale Shares under section 701 of the Income Tax Axx 0000 and section 138 of the Capital Gains Taxes Act 1992 in terms reasonably satisfactory Buyer to the Shareholders and not having withdrawn them; (e) the Purchaser shall deliver to Initio and the Shareholders such documents, certificates and instruments as may be reasonably requested by the Shareholders in connection with the consummation of consummate the transactions contemplated by this Agreement hereby shall have been obtained on terms and the other Transaction Documents; (f) the Purchaser entering into the Minority Shareholder Deeds; (g) the Purchaser making the Profit Payments to the Rights Holders, as set out in Schedule 5; (h) the consent of ABN AMRO and Wxxxx Fargo to the transaction in a form reasonably acceptable to the Purchaser; (i) the Purchase providing the Shareholders with an opinion (in a form conditions reasonably satisfactory to the Shareholders. (e) The Buyer shall have leased from Counsel Blair Enterprises the propertx xxxcribed on Schedule 8.2(e) (the "NC Property") pursuant to the Lease-NC. (f) The Buyer shall have leased from Blair Realty the property desxxxxxd on Schedule 8.2(f) (the "NY Property") pursuant to the Lease-NY. (g) The Shareholders shall have received appropriate certificates or other documents acceptable to them to the effect that (i) the Purchase Shares will be fully Buyer is an existing corporation and is in good standing and has paid all taxes due and non-assessable; (ii) this Agreement has been properly authorized; and (iii) compliance with anti-takeover laws payable in the state State of Nevada, in a form to be mutually agreed to by the Parties prior to Closing; (j) the Purchaser shall deliver to each of the Shareholders his or her respective Employment Agreement, executed by the Purchaser in accordance with Section 2.3(g)New York.

Conditions of the Shareholders. The obligations obligation of the Shareholders to consummate the transactions contemplated by this Agreement and the other Transaction Documents shall be are subject to the satisfactionfulfillment, at on or prior to the ClosingClosing Date, of the following conditions, conditions (any of which may be waived in writing, in whole or in part part, by the Shareholders:): (a) the Purchaser shall pay the cash element of the Closing Payment as required by Section 2.2(a) hereof ; shall issue the Promissory Note; and shall duly execute and deliver to Shareholders either (i) certificates representing the Purchaser Shares or (ii) evidence reasonably satisfactory to Shareholders counsel that the Purchaser Shares have been duly issued to Shareholders and that Shareholders are reflected as the owner thereof on the books and records of the Purchaser; (b) the The representations and warranties of the Purchaser Buyer set forth in this Agreement shall be true true, correct and correct complete in all material respects on and as of the Closing Date as though such representations and warranties were made anew at and as of such date (or if an earlier dates is specified in such representation and warranty, as of such earlier date), and the Buyer shall have duly performed in all material respects all agreements and covenants herein which are required to be performed by the Buyer on or before the Closing Date. (b) The Buyer shall have furnished the Shareholders with a certificate, executed on behalf of the same effect as if made on Buyer by one of its executive officers and dated the Closing Date, and confirming the Purchaser shall have complied with all covenants and agreements and satisfied all conditions on its part stated to be performed or satisfied under this Agreement or any other Transaction Document prior to the Closing Date;matters expressed in Section 8.2(a). (c) All consents of third parties required to consummate the Purchaser transactions contemplated hereby shall appoint each of Bxxxxxx Xxxxx have been obtained on terms and Mxxxxxx Xxxxxx conditions reasonably satisfactory to the Purchaser’s board of directors;Shareholders. (d) HMRC having given clearances The Shareholders shall have received an opinion, dated the date of the Closing, of counsel to the Buyer in substantially the form of Exhibit F annexed hereto. (e) In addition to the capital necessary to consummate the transactions contemplated hereby, Buyer shall have received additional capital contributions of no less than $1,200,000 or shall have otherwise caused $1,200,000 to be made available exclusively for use as working capital for the Business on terms generally available in the market for companies similar to the Company. (f) Buyer shall have obtained a capital expenditure credit facility of no less than $1,500,000, which credit facility shall be available exclusively for the use of the Business on terms generally available in the market for companies similar to the Company. (g) The Buyer shall have obtained from Citibank, N.A. and those other creditors of the Company (collectively, the "Guaranteed Creditors") whose obligations have been guaranteed by one or more Shareholders, releases, in form and substance satisfactory to the concerned Shareholder, of any guaranty or similar instrument he may have issued to the Guaranteed Creditors in respect of the proposed acquisition Company's obligations. (h) Simultaneously with the consummation of the Sale Shares under section 701 transaction contemplated hereby, the Buyer shall have consummated a merger with a Public Company. (i) Buyer or a Person designated by Buyer shall have purchased the Real Property described on Schedule 8.2 for an aggregate price of the Income Tax Axx 0000 and section 138 of the Capital Gains Taxes Act 1992 no less than $4,200,000 in terms reasonably satisfactory cash pursuant to the Shareholders and not having withdrawn them;Real Property Documents. (ej) the Purchaser Buyer shall deliver have secured a minimum of $5,500,000 of financing from a private offering to Initio and the Shareholders such documents, certificates and instruments as may be reasonably requested by the Shareholders in connection with available for the consummation of the transactions contemplated hereby. (k) The Officer Notes shall have been paid in full, subject to a maximum liability of $247,829, after giving effect to the satisfaction of a portion of such Notes from the proceeds derived by this Agreement and terminating certain insurance policies held by the Company as listed in Schedule 4.16. If one or more Shareholders fails to fulfill any condition which gives Buyer the right not to close with respect to the Shares held by such Shareholder, Buyer shall nevertheless have the right to purchase the Shares held by the other Transaction Documents; (f) the Purchaser entering into the Minority Shareholder Deeds; (g) the Purchaser making the Profit Payments to the Rights Holders, as set out in Schedule 5; (h) the consent of ABN AMRO and Wxxxx Fargo to the transaction in a form reasonably acceptable to the Purchaser; (i) the Purchase providing the Shareholders with an opinion (in a form reasonably satisfactory to the Shareholders) from Counsel that (i) the Purchase Shares will be fully paid and non-assessable; (ii) this Agreement has been properly authorized; and (iii) compliance with anti-takeover laws in the state of Nevada, in a form to be mutually agreed to by the Parties prior to Closing; (j) the Purchaser shall deliver to each of the Shareholders his or her respective Employment Agreement, executed by the Purchaser in accordance with Section 2.3(g).

Conditions of the Shareholders. The Notwithstanding any other provision of this Agreement, and except as set forth below, the obligations of the Shareholders to consummate the transactions contemplated by this Agreement and the other Transaction Documents hereby shall be subject to the satisfaction, at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by the Shareholders: (a) the Purchaser There shall pay the cash element of the Closing Payment as required by Section 2.2(a) hereof ; shall issue the Promissory Note; not be instituted and shall duly execute and deliver to Shareholders either pending or threatened any Action before any Governmental Entity (i) certificates representing challenging the Purchaser distribution of the Shares to the Shareholders or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated hereby or (ii) evidence reasonably satisfactory seeking to Shareholders counsel that prohibit the direct or indirect ownership or operation by Purchaser Shares have been duly issued to Shareholders and that Shareholders are reflected as the owner thereof on the books and records of all or a material portion of the business or assets of the Company, or to compel Purchaser or the Company to dispose of or hold separate all or a material portion of the business or assets of the Company or Purchaser; (b) the The representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, Date and the Purchaser shall have complied with all covenants and agreements and satisfied all conditions on its the Purchaser part stated to be performed or satisfied under this Agreement on or any other Transaction Document prior to the Closing Date; (c) Shareholders shall have received from the President of the Purchaser shall appoint each of Bxxxxxx Xxxxx and Mxxxxxx Xxxxxx to a certificate dated the Purchaser’s board of directors; Closing Date in substantially the form attached as Exhibit I ; (d) HMRC having given clearances in respect Shareholders shall have received a certificate of the proposed acquisition Secretary of the Sale Shares under section 701 of the Income Tax Axx 0000 and section 138 of the Capital Gains Taxes Act 1992 in terms reasonably satisfactory to the Shareholders and not having withdrawn them; (e) the Purchaser shall deliver to Initio and the Shareholders such documents, certificates and instruments as may be reasonably requested by the Shareholders in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (f) the Purchaser entering into the Minority Shareholder Deeds; (g) the Purchaser making the Profit Payments to the Rights Holders, as set out in Schedule 5; (h) the consent of ABN AMRO and Wxxxx Fargo to the transaction in a form reasonably acceptable to the Purchaser; (i) the Purchase providing the Shareholders with an opinion (in a form reasonably satisfactory to the Shareholders) from Counsel that (i) the Purchase Shares will be fully paid and non-assessable; (ii) this Agreement has been properly authorized; and (iii) compliance with anti-takeover laws in the state of Nevada, in a form to be mutually agreed to by the Parties prior to Closing; (j) the Purchaser shall deliver to each of the Shareholders his or her respective Employment Agreement, executed by the Purchaser in accordance with Section 2.3(g).substantially the form attached as Exhibit J ;

Conditions of the Shareholders. The obligations of the Shareholders to consummate the transactions contemplated by this Agreement and the other Transaction Documents shall be subject to the satisfaction, at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by the Shareholders: (a) The Closing shall occur on or prior to the Purchaser shall pay date that is 30 days from the cash element date of this Agreement, or such other date as mutually agreed to by the Closing Payment as required by Section 2.2(a) hereof ; shall issue the Promissory Note; and shall duly execute and deliver to Shareholders either (i) certificates representing the Purchaser Shares or (ii) evidence reasonably satisfactory to Shareholders counsel that the Purchaser Shares have been duly issued to Shareholders and that Shareholders are reflected as the owner thereof on the books and records of the Purchaserparties; (b) the representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Purchaser shall have complied with all covenants and agreements and satisfied all conditions on its part stated to be performed or satisfied under this Agreement or any other Transaction Document prior to the Closing Date; (c) the Purchaser shall appoint each have paid the Cash Portion of Bxxxxxx Xxxxx the Purchase Price in immediately available funds, as required by Section 2.2(a) hereof; and Mxxxxxx Xxxxxx shall have duly executed and delivered to the Shareholders either (i) certificates representing the Purchaser Shares or (ii) evidence reasonably satisfactory to the Shareholders’ counsel that the Purchaser Shares have been duly issued to each Shareholder and that each Shareholder is reflected as the owner thereof on the books and records of the Purchaser’s board of directors; (d) HMRC having given clearances in respect Schedule 2.1(c) shall have been completed to the satisfaction of the proposed acquisition of Purchaser and the Sale Shares under section 701 of Shareholders, and the Income Tax Axx 0000 Purchaser shall have duly executed and section 138 of the Capital Gains Taxes Act 1992 in terms reasonably satisfactory to the Shareholders and not having withdrawn them;delivered Schedule 2.1(c); and (e) the Purchaser shall deliver have delivered to Initio and the Shareholders such documents, certificates and instruments as may be reasonably requested by the Shareholders in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (f) the Purchaser entering into the Minority Shareholder Deeds; (g) the Purchaser making the Profit Payments to the Rights Holders, as set out in Schedule 5; (h) the consent of ABN AMRO and Wxxxx Fargo to the transaction in a form reasonably acceptable to the Purchaser; (i) the Purchase providing the Shareholders with an opinion (in a form reasonably satisfactory to the Shareholders) from Counsel that (i) the Purchase Shares will be fully paid and non-assessable; (ii) this Agreement has been properly authorized; and (iii) compliance with anti-takeover laws in the state of Nevada, in a form to be mutually agreed to by the Parties prior to Closing; (j) the Purchaser shall deliver to each of the Shareholders his or her respective Employment Agreement, executed by the Purchaser in accordance with Section 2.3(g).

Conditions of the Shareholders. The Notwithstanding any other ------------------------------ provision of this Agreement, and except as set forth below, the obligations of the Shareholders Share holders to consummate the transactions contemplated by this Agreement and the other Transaction Documents hereby shall be subject to the satisfaction, at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by the Shareholders: (a) the Purchaser There shall pay the cash element of the Closing Payment as required by Section 2.2(a) hereof ; shall issue the Promissory Note; not be instituted and shall duly execute and deliver to Shareholders either pending or threatened any Action before any Governmental Entity (i) certificates representing challenging or otherwise seeking to restrain or prohibit the Purchaser Shares consummation of the transactions contemplated hereby or (ii) evidence reasonably satisfactory seeking to Shareholders counsel that prohibit the Purchaser Shares have been duly issued to Shareholders and that Shareholders are reflected as the owner thereof on the books and records direct or indirect ownership or operation by Semtech of all or a material portion of the Purchaserbusiness or assets of ECI, or to compel Semtech or ECI to dispose of or hold separate all or a material portion of the business or assets of ECI or Semtech; (b) the The representations and warranties of the Purchaser Semtech in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, Date and the Purchaser Semtech shall have complied with all covenants and agreements and satisfied all conditions on its part stated to be performed or satisfied under this Agreement on or any other Transaction Document prior to the Closing Date; (c) the Purchaser Semtech shall appoint each of Bxxxxxx Xxxxx have duly executed and Mxxxxxx Xxxxxx delivered to the Purchaser’s board Shareholders a Registration Rights Agreement substantially in the form of directors;Annex ----- I attached hereto; -- (d) HMRC having given clearances Each Principal Shareholder (other than Xxxxxxx Xxxxx) shall have entered into an Employment Agreement with ECI in respect substantially the forms of Annex C-1, C-2 and C-3, respectively; --------- --- --- (e) The Shareholders shall have received from Semtech a Closing certificate dated the Closing Date in substantially the form attached as Annex ----- E-2 hereto; --- (f) The Shareholders shall have received a certificate of the proposed acquisition Secretary of Acquisition in substantially the form attached as Annex F-2 hereto; --------- -42- (g) Each Principal Shareholder shall have entered into their respective Covenant Not to Compete. (h) The Shareholders shall have concluded on their own (or through their representatives, accountants, counsel and other experts) an investigation of the Sale Shares under section 701 business, condition (financial and other), properties, assets, prospects, operations and affairs of Semtech and shall be satisfied, in their sole discretion, with the Income Tax Axx 0000 results thereof; (i) All corporate and section 138 of other proceedings and actions taken in connection with the Capital Gains Taxes Act 1992 transactions contemplated hereby and all certificates, opinions, agreements, instruments, releases and documents referenced herein or incident to the transactions contemplated hereby shall be in terms reasonably form and substance satisfactory to the Shareholders and not having withdrawn them; (e) the Purchaser shall deliver to Initio and the Shareholders such documents, certificates and instruments as may be reasonably requested by the Shareholders in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (f) the Purchaser entering into the Minority Shareholder Deeds; (g) the Purchaser making the Profit Payments to the Rights Holders, as set out in Schedule 5; (h) the consent of ABN AMRO and Wxxxx Fargo to the transaction in a form reasonably acceptable to the Purchaser; (i) the Purchase providing the Shareholders with an opinion (in a form reasonably satisfactory to the Shareholders) from Counsel that (i) the Purchase Shares will be fully paid and non-assessabletheir counsel; (ii) this Agreement has been properly authorized; and (iii) compliance with anti-takeover laws in the state of Nevada, in a form to be mutually agreed to by the Parties prior to Closing;and (j) No act, event or condition shall have occurred after the Purchaser shall deliver to each of date hereof which the Shareholders his determine has had or her respective Employment Agreement, executed by the Purchaser in accordance with Section 2.3(g)could have a material adverse effect upon Semtech and its subsidiaries taken as a whole.