Common use of Conditions Precedent to Consummation Clause in Contracts

Conditions Precedent to Consummation. It shall be a condition to Consummation of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article X.C hereof: 1. The Confirmation Order (a) shall have become a Final Order in form and substance acceptable to the Consenting Noteholders and (b) shall include a finding by the Bankruptcy Court that the New Common Stock will be authorized and exempt from registration under applicable securities laws pursuant to section 1145 of the Bankruptcy Code, and there shall have been no entry of any other court order prohibiting any transactions contemplated by the Plan from occurring. 2. Each of the Exit Facility Credit Agreement, the Roll-Over Facility Agreement (if any), the Shareholder Notes Indenture Documents, the Purchase Documents (if any), the Shareholder Agreement, and the Overage Securities Agreement shall be in form and substance acceptable to the Consenting Noteholders and shall have been executed and delivered by all of the respective parties thereto, and all respective conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof. 3. Funding pursuant to the Exit Facility shall have occurred or shall occur simultaneously with Consummation. 4. Payment of the DIP Facility Effective Date Repayment Amount shall have occurred or shall occur simultaneously with Consummation. 5. The Plan, including any amendments, modifications, or supplements thereto shall be in form and substance acceptable to the Consenting Noteholders. 6. The Plan Supplement, including any amendments, modifications, or supplements to the documents contained therein, shall be in form and substance acceptable to the Consenting Noteholders. 7. The Bankruptcy Court shall have entered an order or orders authorizing the rejection by the Debtors of Unexpired Leases and Executory Contracts, including those Unexpired Leases and Executory Contracts set forth in the Plan Supplement. 8. All conditions precedent in the Restructuring Support Agreement shall have been satisfied or waived in accordance with the terms thereof. 9. The Effective Date shall have occurred on or before the date that is twenty (20) days after the Confirmation Date. 10. All actions, documents, certificates, and agreements necessary to implement this Plan shall be in form and substance acceptable to the Consenting Noteholders and shall have been effected or executed and delivered to the required parties and, to the extent required, Filed with the Bankruptcy Court and/or filed with applicable Governmental Units in accordance with applicable laws.

Conditions Precedent to Consummation. It shall be a condition to Consummation of the Plan that the following conditions shall have been Unless satisfied or waived pursuant to the provisions of Article X.C IX.C hereof:, the following are conditions precedent to Consummation of this Plan. 1. The Confirmation Order (a) shall have has become a Final Order and such order has not been amended, modified, vacated, stayed, or reversed; 2. The Bankruptcy Court has entered one or more Final Orders (which may include the Confirmation Order), in form and substance reasonably acceptable to the Debtors and Required Consenting Noteholders Noteholders, authorizing the assumption, assumption and (b) shall include a finding assignment and rejection of the Executory Contracts and Unexpired Leases by the Bankruptcy Court that Debtors as contemplated in this Plan and the New Common Stock will be authorized Plan Supplement; 3. This Plan and exempt from registration under applicable securities laws pursuant to section 1145 of the Bankruptcy CodeRestructuring Documents have not been amended or modified other than in a manner in form and substance consistent in all respects with the Restructuring Term Sheet, and there shall otherwise reasonably acceptable to the Debtors and the Required Consenting Noteholders; 4. The Restructuring Documents (including the Exit Facility Loan Documents) have been no entry filed, tendered for delivery, and have been effectuated or executed by all Persons and Entities party thereto (as appropriate), and in each case in full force and effect, each to the extent required prior to Consummation. All conditions precedent to the effectiveness of any other court order prohibiting any transactions contemplated by the Plan from occurring. 2. Each of such Restructuring Documents, including, without limitation, the Exit Facility Credit AgreementAgreements, the Roll-Over Facility Agreement (if any), the Shareholder Notes Indenture Documents, the Purchase Documents (if any), the Shareholder Agreement, and the Overage Securities Agreement shall be in form and substance acceptable to the Consenting Noteholders and shall have been executed and delivered by all of the respective parties thereto, and all respective conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof. 3. Funding pursuant to the Exit Facility shall have occurred or shall occur simultaneously with Consummation. 4. Payment of the DIP Facility Effective Date Repayment Amount shall have occurred or shall occur simultaneously with Consummation. 5. The Plan, including any amendments, modifications, or supplements thereto shall be in form and substance acceptable to the Consenting Noteholders. 6. The Plan Supplement, including any amendments, modifications, or supplements to the documents contained therein, shall be in form and substance acceptable to the Consenting Noteholders. 7. The Bankruptcy Court shall have entered an order or orders authorizing the rejection by the Debtors of Unexpired Leases and Executory Contracts, including those Unexpired Leases and Executory Contracts set forth in the Plan Supplement. 8. All conditions precedent in the Restructuring Support Agreement shall have been satisfied or waived in accordance pursuant to the terms of such applicable Restructuring Documents (or shall be satisfied concurrently with the terms thereof.occurrence of the Effective Date) and such agreements have closed or shall close simultaneously with the effectiveness of this Plan; 95. The Debtors have received, or concurrently with the occurrence of the Effective Date shall receive (a) an Exit ABL Facility on terms and conditions acceptable to the Required Consenting Noteholders, and/or (b) the Exit DDTL Facility; 6. The Amended/New Corporate Governance Documents have occurred on become effective or before shall become effective concurrently with the date that is twenty (20) days after the Confirmation Date.effectiveness of this Plan; 107. All consents, actions, documents, certificates, certificates and agreements necessary to implement this Plan shall be in form and substance acceptable the transactions contemplated by this Plan have been, as applicable, obtained and not otherwise subject to the Consenting Noteholders and shall have been unfulfilled conditions, effected or executed and delivered to the required parties and, to the extent required, Filed filed with the Bankruptcy Court and/or filed with applicable Governmental Units governmental units in accordance with applicable laws, and in each case in full force and effect; 8. All governmental approvals and consents, including Bankruptcy Court approval, that are applicable and legally required for the consummation of this Plan have been obtained, not be subject to unfulfilled conditions and be in full force and effect; 9. The New Board has been selected in accordance with the Restructuring Support Agreement; 10. The Restructuring Support Agreement is in full force and effect and has not been terminated in accordance with its terms, and no event has occurred or action has been taken that, with the passage of time or the giving of notice, would permit the Required Consenting Noteholders to terminate the Restructuring Support Agreement; 11. The Professional Fee Claim Reserve has been funded in full in Cash by the Debtors in accordance with the terms and conditions of this Plan; 12. To the extent invoiced, all Ad Hoc Noteholder Group Fees and Expenses and Prepetition Notes Indenture Trustee Fees and Expenses have been paid in full in Cash; 13. There shall be no ruling, judgment, or order issued by any Governmental Unit making illegal, enjoining or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment, or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; 14. There shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; and 15. Since the Petition Date, there shall have been no event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect on either the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of the Debtors, taken as a whole, or the ability of the Debtors taken as a whole, to perform their respective obligations under, or to consummate the Restructuring Transactions; provided, however, that in no case shall any Event arising from, as a result of, or in connection with (a) the public announcement of the Restructuring Support Agreement, this Plan, or any other Restructuring Document, (b) the pursuit or public announcement of the Restructuring Transaction, (c) the commencement or prosecution of the Chapter 11 Cases, or (d) the pursuit of Confirmation or Consummation, be taken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect for purposes of this Plan.

Conditions Precedent to Consummation. It shall be a condition to Consummation of the this Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article X.C IX.B hereof:. 1. The Confirmation Order (a) shall be consistent with the Restructuring Support Agreement and otherwise in compliance with the consent rights contained therein; shall have become a Final Order in form and substance acceptable to the Consenting Noteholders and (b) shall include a finding been entered by the Bankruptcy Court Court; shall not have been reversed, stayed, amended, modified, dismissed, vacated, or reconsidered; and shall not be subject to any pending appeal, and the appeals period for the Confirmation Order shall have expired; provided, that the New Common Stock will requirement that the Confirmation Order not be authorized subject to any pending appeal and exempt from registration under applicable securities laws pursuant to section 1145 of the Bankruptcy Codeappeals period for the Confirmation Order shall have expired may be waived by the Debtors, the Required Consenting Lenders, and there shall have been no entry of any other court order prohibiting any transactions contemplated by the Plan from occurring.Required DIP Lenders; 2. Each The Bankruptcy Court shall have entered one or more Final Orders (which may include the Confirmation Order) authorizing the assumption, assumption and assignment and/or rejection of the Exit Facility Credit Agreement, Executory Contracts and Unexpired Leases by the Roll-Over Facility Agreement (if any), the Shareholder Notes Indenture Documents, the Purchase Documents (if any), the Shareholder Agreement, Debtors as contemplated in this Plan and the Overage Securities Agreement Plan Supplement; 3. The purchase limit under the Exit Securitization Program shall be in form and substance acceptable to the Consenting Noteholders and shall have been executed and delivered by all amount of the respective parties thereto, and all respective conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof. 3. Funding pursuant to the Exit Facility shall have occurred or shall occur simultaneously with Consummation$100 million. 4. Payment of This Plan, the DIP Facility Effective Date Repayment Amount shall have occurred or shall occur simultaneously with Consummation. 5. The Disclosure Statement and the other Restructuring Documents, and all other documents contained in any supplement to this Plan, including any exhibits, schedules, amendments, modifications, or supplements thereto shall be in form and substance acceptable to the Consenting Noteholders. 6. The Plan Supplement, including any amendments, modifications, or supplements to the other documents contained therein, shall be in full force and effect and in form and substance acceptable consistent with the Restructuring Support Agreement, and otherwise in compliance with the consent rights of the Required Consenting Lenders and Required DIP Lenders, as applicable, each to the Consenting Noteholders. 7. The Bankruptcy Court shall have entered an order or orders authorizing the rejection by the Debtors of Unexpired Leases and Executory Contracts, including those Unexpired Leases and Executory Contracts set forth in the Plan Supplement. 8. All conditions precedent extent required in the Restructuring Support Agreement Agreement; 5. The Exit Term Loan Facility Credit Documents shall have be executed (or deemed to be executed) and delivered and shall be in full force and effect and the Exit Term Loan Facility shall be consummated concurrently with the Effective Date (with all conditions precedent (other than any conditions related to the Effective Date or certification by the Debtors that the Effective Date has occurred) to the effectiveness of the Exit Term Loan Facility having been satisfied or waived in accordance with the terms thereof. 9. The Effective Date shall have occurred on or before the date that is twenty (20) days after the Confirmation Date. 10. All actions, documents, certificates, and agreements necessary to implement this Plan shall be in form and substance acceptable to the Consenting Noteholders and shall have been effected or executed and delivered to the required parties and, to the extent required, Filed with the Bankruptcy Court and/or filed with applicable Governmental Units in accordance with applicable laws.waived);

Conditions Precedent to Consummation. It shall be a condition to Consummation of the Plan that Separation and the Distribution. Neither the Separation, the Distribution nor the related transactions set forth in this Agreement or in any of the Ancillary Agreements will become effective unless the following conditions shall have been satisfied or waived pursuant to by CRG and Carrols, in their sole and absolute discretion, at or before the provisions of Article X.C hereofDistribution Time: 1. The Confirmation Order (a) shall have become a Final Order in form and substance acceptable to the Consenting Noteholders and (b) shall include a finding by private letter ruling from the Bankruptcy Court Internal Revenue Service dated February 3, 2012 confirming that distribution of the New Fiesta Common Stock will be authorized tax-free to Carrols Restaurant Group and exempt from registration under applicable securities laws pursuant the Carrols Restaurant Group stockholders for U.S. federal income tax purposes and any supplemental rulings received before the date of this Agreement will continue to section 1145 be in effect; (b) Carrols Restaurant Group will have received an opinion of its tax advisor confirming that the distribution of the Bankruptcy Fiesta Common Stock to Carrols Restaurant Group’s stockholders should qualify as a tax-free distribution under Section 355 and related provisions of the Code, to Carrols Restaurant Group, the Carrols Restaurant Group stockholders and there shall have been no entry to Fiesta Restaurant Group for U.S. federal income tax purposes; (c) the Separation and the Distribution will not violate or result in a breach of any Law or any material agreement; (d) the Registration Statement will have become effective under the Exchange Act, no stop order relating to the Registration Statement will be in effect and the Information Statement having been mailed to stockholders of Carrols Restaurant Group; (e) Carrols Restaurant Group will have received all permits, registrations and consents required under the securities or blue sky laws of states or other court order prohibiting any transactions contemplated by the Plan from occurring. 2. Each political subdivisions of the Exit Facility Credit AgreementUnited States or of other foreign jurisdictions in connection with the Distribution; (f) NASDAQ will have approved Fiesta Common Stock for listing, subject to official notice of issuance; (g) the Roll-Over Facility Agreement (if any), the Shareholder Notes Indenture Documents, the Purchase Documents (if any), the Shareholder Agreement, and the Overage Securities Agreement shall be in form and substance acceptable to the Consenting Noteholders and shall Ancillary Agreements will have been executed and delivered by each of the parties thereto and no party will be in material breach of any Ancillary Agreement; (h) all Consents required to be received or made before the Distribution may take place will have been received or made and be in full force and effect, except where the failure to obtain such Consents would not have a material adverse effect on the ability of the parties to complete the Separation and Distribution or on the business, assets, liabilities, condition or results of operations of Fiesta Restaurant Group, Carrols Restaurant Group, or its respective Subsidiaries, taken as a whole; (i) no order, injunction or decree issued by a Governmental Authority preventing the consummation of the Separation or the Distribution or any of the other transactions contemplated by this Agreement or any of the Ancillary Agreements; and (j) the Separation and the Distribution will not violate, conflict with or result in a breach (with or without the passage of time) of the terms of, or require a Consent under, the Carrols LLC Credit Facility, Fiesta Credit Facility and the Fiesta Indenture. Each of the conditions set forth in this Section 4.3 is for the benefit of CRG and Carrols, and CRG and Carrols may, in their sole and absolute discretion, determine whether to waive any condition, in whole or in part. Any determination made by CRG and Carrols concerning the satisfaction or waiver of any or all of the respective parties thereto, conditions in this Section 4.3 will be conclusive and all respective conditions precedent to binding on the consummation thereof shall have been waived or satisfied in accordance with the terms thereof. 3parties. Funding pursuant to the Exit Facility shall have occurred or shall occur simultaneously with Consummation. 4. Payment The satisfaction of the DIP Facility Effective Date Repayment Amount shall have occurred conditions will not create any obligation on the part of CRG or shall occur simultaneously with Consummation. 5. The Plan, including Carrols to Fiesta Restaurant Group or any amendments, modifications, other Person to effect the Separation or supplements thereto shall be the Distribution or in form and substance acceptable any way limit CRG’s or Carrols’ right to the Consenting Noteholders. 6. The Plan Supplement, including any amendments, modifications, or supplements to the documents contained therein, shall be in form and substance acceptable to the Consenting Noteholders. 7. The Bankruptcy Court shall have entered an order or orders authorizing the rejection by the Debtors of Unexpired Leases and Executory Contracts, including those Unexpired Leases and Executory Contracts terminate as set forth in Section 7.4 or alter the Plan Supplementconsequences of any termination from those specified in Section 7.4. 8. All conditions precedent in the Restructuring Support Agreement shall have been satisfied or waived in accordance with the terms thereof. 9. The Effective Date shall have occurred on or before the date that is twenty (20) days after the Confirmation Date. 10. All actions, documents, certificates, and agreements necessary to implement this Plan shall be in form and substance acceptable to the Consenting Noteholders and shall have been effected or executed and delivered to the required parties and, to the extent required, Filed with the Bankruptcy Court and/or filed with applicable Governmental Units in accordance with applicable laws.