Common use of CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS Clause in Contracts

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The Company's obligation to sell and issue the Shares on the Closing Date is subject to the satisfaction, on or before the Closing Date, of the following conditions: (a) Each of the representations and warranties of the Purchaser contained in Article 6 of this Agreement shall be true and correct at the date hereof and as of the Closing Date as if made at and as of the Closing Date, except to the extent they expressly refer to another time or period, in which case they shall be true and correct as of such time or period; provided, however, that the conditions set forth in this Section 3.3(a) shall be deemed satisfied if the respects in which such representations and warranties are not true and correct on the date hereof and, as applicable, at and as of the Closing Date (without giving effect to any materiality qualifications contained therein) would not prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (b) The Company and the Purchaser each shall have received all consents, authorizations and approvals of governmental authorities which are required to be obtained in order to consummate the transactions contemplated hereby, including, without limitation, any affirmative approvals required under state insurance laws and the expiration or termination of any applicable waiting periods under Xxxx-Xxxxx-Xxxxxx or state insurance laws. (c) No order, injunction or decree issued by any court or governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Closing or any of the transactions contemplated thereby shall be in effect. (d) There shall not be any suit, action, investigation, inquiry or other proceeding instituted by any governmental authority which seeks to enjoin or otherwise prevent consummation of the Closing or the transactions contemplated thereby or which would individually, or in the aggregate with each other failure to satisfy such condition, or in the aggregate with all other unsatisfied conditions that have not been waived, prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (e) The Purchaser shall have duly performed and complied in all material respects with each obligation, covenant, agreement and condition required by this Agreement to be performed or complied with by the Purchaser at or prior to the Closing.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The Company's obligation of the Company to sell and issue consummate the Shares on the Closing Date is transactions described in this Agreement shall be subject to the satisfaction, on or before the Closing Date, satisfaction of the following conditions: conditions on or prior to the Closing: (ai) Each of the representations and warranties of the Purchaser contained in Article 6 of this Agreement shall have been true and correct when made and shall be true and correct at the date hereof and as of the Closing Date as if made at and as of the Closing Date, except to the extent they expressly refer to another time or period, in which case they shall be true and correct as of such time or period; provided, however, that the conditions set forth in this Section 3.3(a) shall be deemed satisfied if the all material respects in which such representations and warranties are not true and correct on the date hereof and, of Closing with the same effect as applicable, at and as of if they were made on such date; (ii) the Closing Date (without giving effect to any materiality qualifications contained therein) would not prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (b) The Company and the Purchaser each shall have received all consents, authorizations and approvals of governmental authorities which are required to be obtained in order to consummate the transactions contemplated hereby, including, without limitation, any affirmative approvals required under state insurance laws and the expiration or termination of any applicable waiting periods under Xxxx-Xxxxx-Xxxxxx or state insurance laws. (c) No order, injunction or decree issued by any court or governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Closing or any of the transactions contemplated thereby shall be in effect. (d) There shall not be any suit, action, investigation, inquiry or other proceeding instituted by any governmental authority which seeks to enjoin or otherwise prevent consummation of the Closing or the transactions contemplated thereby or which would individually, or in the aggregate with each other failure to satisfy such condition, or in the aggregate with all other unsatisfied conditions that have not been waived, prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (e) The Purchaser shall have duly performed and complied in all material respects with each obligation, covenant, agreement all covenants and condition agreements required by this Agreement to be performed or complied with by the Purchaser at on or prior to the Closing; (iii) the Purchaser shall have delivered to the Company a certificate, dated the date of Closing and signed by a duly authorized signatory of the Purchaser, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any Governmental Entity which seeks to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the Asset Acquisition or the transactions contemplated by this Agreement and which is likely, in the Company's reasonable judgment, to be successful on the merits and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Act), and all extensions thereof, the passing of which is required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate would not have a Material Adverse Effect; (vi) from and after the date of this Agreement, there shall not have occurred any changes concerning the Purchaser that, when combined, without duplication, with all other changes concerning the Purchaser from and after the date of this Agreement, have had or would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Purchaser (a "Purchaser Material Adverse Effect"); and (vii) all conditions precedent to consummation of the Asset Acquisition shall have been satisfied or waived by the appropriate party. In the event any of the foregoing conditions to the Company's obligation to close hereunder is not satisfied on or before the Closing, the Company may waive such condition and proceed to Closing.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The Company's obligation to sell and issue the Shares on the Closing Date is subject to the satisfaction, on or before the Closing Date, of the following conditions: (a) Each of the representations and warranties of the Purchaser contained in Article 6 of this Agreement shall be true and correct at the date hereof and as of the Closing Date as if made at and as of the Closing Date, except to the extent they expressly refer to another time or period, in which case they shall be true and correct as of such time or period; provided, however, that the conditions set forth in this Section 3.3(a) shall be deemed satisfied if the respects in which such representations and warranties are not true and correct on the date hereof and, as applicable, at and as of the Closing Date (without giving effect to any materiality qualifications contained therein) would not prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (b) The Company and the Purchaser each shall have received all consents, authorizations and approvals of governmental authorities which are required to be obtained in order to consummate the transactions contemplated hereby, including, without limitation, any affirmative approvals required under state insurance laws and the expiration or termination of any applicable waiting periods under XxxxHart-Xxxxx-Xxxxxx or state insurance lawsXxxxxx. (c) No order, injunction or decree issued by any court or governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Closing or any of the transactions contemplated thereby shall be in effect. (d) There shall not be any suit, action, investigation, inquiry or other proceeding instituted by any governmental authority which seeks to enjoin or otherwise prevent consummation of the Closing or the transactions contemplated thereby or which would individually, or in the aggregate with each other failure to satisfy such condition, or in the aggregate with all other unsatisfied conditions that have not been waived, prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (e) The Purchaser shall have duly performed and complied in all material respects with each obligation, covenant, agreement and condition required by this Agreement to be performed or complied with by the Purchaser at or prior to the Closing.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The Company's obligation of the Company to sell and issue consummate the Shares on the Closing Date Merger is subject to the satisfaction, on or before satisfaction as of the Closing Date, of each of the following conditions: (a) Each of the The representations and warranties of the Purchaser contained Parent and Merger Sub (the “Parent Parties”) set forth in Article 6 of this Agreement 5 that are qualified by any reference to material adverse effect or other materiality qualifications shall be true and correct at on and as of the date hereof of this Agreement and as of the Closing Date with the same force and effect as if though made at on and as of the Closing Date, except to the extent they expressly refer that any representation or warranty is limited by its terms to another time a specific date or period, range of dates (in which case they shall such representation and warranty need only be true and correct as of such time or period; provided, however, that the conditions set forth in this Section 3.3(a) shall be deemed satisfied if the respects in which such representations and warranties are not true and correct on the date hereof and, or during the range of dates so specified). All other representations and warranties of the Parent Parties set forth in Article 5 shall be true and correct in all material respects on and as applicable, at of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent that any representation or warranty is limited by its terms to a specific date or range of dates (without giving effect to any materiality qualifications contained therein) would not prevent, materially delay in which case such representation and warranty need only be true and correct in all material respects on the date or materially impair during the ability range of Purchaser to consummate the transactions contemplated herebydates so specified). (b) The Company and the Purchaser each Parent Parties shall have received performed in all consents, authorizations and approvals material respects the covenants of governmental authorities which are the Parent Parties contained in this Agreement required to be obtained in order performed on or prior to consummate the transactions contemplated hereby, including, without limitation, any affirmative approvals required under state insurance laws and the expiration or termination of any applicable waiting periods under Xxxx-Xxxxx-Xxxxxx or state insurance lawsClosing Date. (c) No order, injunction or decree issued The Parent Parties shall have delivered to the Company a certificate dated the Closing Date and signed by any court or governmental authority an authorized officer of competent jurisdiction or other legal restraint or prohibition preventing each of the consummation Parent Parties stating that each of the conditions set forth in Sections 3.3(a) and 3.3(b) has been satisfied as of the Closing or any of the transactions contemplated thereby shall be in effectDate. (d) There On the Closing Date, no unfavorable ruling shall have been, and there shall not be pending any suitProceeding wherein an unfavorable ruling is likely to be, action, investigation, inquiry or other proceeding instituted issued by any governmental authority which seeks a Governmental Body that would reasonably be expected to enjoin or otherwise (i) prevent consummation of the Closing Transactions or (ii) cause any of the transactions contemplated thereby or which would individually, or in Transactions to be rescinded following the aggregate with each other failure to satisfy such condition, or in the aggregate with all other unsatisfied conditions that have not been waived, prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated herebyClosing. (e) The Purchaser Parent shall have duly performed delivered to the Company and complied the Stockholder Representative the following: (i) a certificate of the Secretary of each of the Parent Parties, in a form reasonably satisfactory to the Company and the Stockholder Representative, setting forth the resolutions of the Board of Directors or other governing body of each of the Parent Parties authorizing the execution of the Transaction Documents and the taking of any and all material respects with each obligationactions deemed necessary or advisable to consummate the Transactions; (ii) a certificate of the Secretary of the Parent, covenantin form reasonably satisfactory to the Company and the Stockholder Representative, agreement and condition required by this Agreement to be performed or complied with certifying that all requisite approvals of the Transaction by the Purchaser at or stockholder(s) of Merger Sub have been obtained in accordance with its governing documents; (iii) a good standing certificate for each of the Parent Parties issued by the Secretary of State of its jurisdiction of organization dated no earlier than ten (10) days prior to the ClosingClosing Date; (iv) the Escrow Agreement, duly executed by the Parent; and (v) A letter to the Parent’s transfer agent instructing the same to deliver stock certificates evidencing Parent Common Stock representing Stock Merger Consideration payable to the Stockholders and to be deposited with the Escrow Agent pursuant to this Agreement.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The Company's obligation ’s obligations to sell and issue consummate the Shares on the Closing Date is transactions contemplated hereby are subject to the satisfaction, on or before the Closing Date, fulfillment of each of the following additional conditions, any one or more of which may be waived in writing by the Company in its sole discretion: (a) Each of Parent and Merger Sub shall have performed in all material respects their obligations under this Agreement required to be performed on or prior to the Closing Date pursuant to the terms hereof; (b) (i) the representations and warranties of the Purchaser Parent and Merger Sub contained in Article 6 of this Agreement Sections 3.1, 3.2, and 3.3 shall be true and correct (except for any de minimis failure to be true and correct) at the date hereof and as of the Closing Date as if made at and as of on the Closing Date, Date (except to the extent they expressly refer to another time or periodsuch representations and warranties are made as of a specific date, in which case they such representations and warranties shall be true and correct as of such time or period; provideddate), however, that the conditions set forth in this Section 3.3(aand (ii) shall be deemed satisfied if the respects in which such all other representations and warranties are not of Parent and Merger Sub contained in Article III hereof shall be true and correct on the date hereof and, (disregarding all qualifications or limitations as applicable, to “materiality,” “Material Adverse Effect” or words of similar import) at and as of the Closing Date as if made on the Closing Date (without giving effect except to the extent such representations and warranties are made as of a specific date, in which case such representations and warranties shall be true and correct as of such date), except where the failure of any materiality qualifications contained therein) such representation or warranty to be true has not had and would not preventreasonably be expected to have, materially delay individually or materially impair in the ability of Purchaser aggregate, a Material Adverse Effect with respect to consummate the transactions contemplated hereby. (b) The Company and the Purchaser each shall have received all consents, authorizations and approvals of governmental authorities which are required to be obtained in order to consummate the transactions contemplated hereby, including, without limitation, any affirmative approvals required under state insurance laws and the expiration or termination of any applicable waiting periods under Xxxx-Xxxxx-Xxxxxx or state insurance laws.Parent; (c) No orderthere shall not have occurred, injunction or decree issued by any court or governmental authority of competent jurisdiction or other legal restraint or prohibition preventing since the consummation of the Closing or any of the transactions contemplated thereby shall be in effect.date hereof, a Material Adverse Effect with respect to Parent; (d) There the Company shall not be any suit, action, investigation, inquiry or other proceeding instituted by any governmental authority which seeks to enjoin or otherwise prevent consummation have received a certificate of the Chief Executive Officer or President of Parent, dated the Closing or Date, on behalf of Parent, certifying to the transactions contemplated thereby or which would individuallyfulfillment of the conditions set forth in clauses (a), or in the aggregate with each other failure to satisfy such condition(b), or in the aggregate with all other unsatisfied conditions that have not been waived, prevent, materially delay or materially impair the ability and (c) of Purchaser to consummate the transactions contemplated hereby.this Section 6.3; (e) The Purchaser Parent shall have received or made, as applicable, and provided the Company evidence of, the Consents and the Filings with respect to Parent described in Section 3.5 of this Agreement, and such Consents and Filings shall not have expired or been withdrawn as of the Closing Date; (f) the Registration Rights Agreement shall have been duly performed executed and complied delivered by Parent; (g) if required under Section 2.10 hereof, the Promissory Note shall have been duly executed and delivered by Parent to holders of Company Stock; (h) all required actions shall have been taken such that, immediately following the Effective Time, the Post-Closing Parent Directors shall be appointed, and entitled to serve, as the directors of Parent and shall comprise the entire membership of the Board of Directors of Parent; (i) the Voting Agreement shall have been duly executed and delivered by Gores Radio Holdings, LLC as of the date hereof, and shall be in all material respects with each obligationfull force and effect as of the Closing Date; (j) the Indemnity and Contribution Agreement shall be in full force and effect as of the Closing Date; (k) Parent shall have caused the bylaws of Westwood One Radio Networks, covenantInc. (f/k/a Unistar Radio Networks, agreement Inc.) to have been amended to remove the requirement that 75% of the directors then in office must approve certain actions of Westwood One Radio Networks, Inc., as set forth in Section 6 of Article II thereof; and (l) The Company shall have received a written opinion of its counsel, Xxxxxxxx & Xxxxx LLP, dated as of the Closing Date and condition required by this Agreement to be performed or complied with by the Purchaser at or prior in form and substance reasonably satisfactory to the ClosingCompany, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of Parent, the Company and Merger Sub, reasonably satisfactory in form and substance to it.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The Company's obligation obligations of the Company to sell and issue the Shares on the Closing Date is Investor under this Agreement are subject to the satisfaction, fulfillment on or before the Closing Date, of each of the following conditionsconditions by the Investor, unless expressly waived in writing by the Company: (a) Each of the The representations and warranties of the Purchaser Investor contained in Article 6 of this Agreement Section 4 shall be true and correct at the date hereof on and as of the Closing Date with the same effect as if though such representations and warranties had been made at on and as of the Closing Datedate of such Closing, except to the extent they expressly refer to another time or periodfor representations and warranties made as of a particular date, in which case they shall be true and correct as of such time or period; provided, however, that the conditions set forth in this Section 3.3(a) shall be deemed satisfied if the respects in which such representations and warranties are not true and correct on the date hereof and, as applicable, at and as of the Closing Date (without giving effect to any materiality qualifications contained therein) would not prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated herebydate. (b) The Company and the Purchaser each Investor shall have received performed and complied with all consentsagreements, authorizations obligations and approvals of governmental authorities which conditions contained in this Agreement that are required to be obtained in order to consummate performed or complied with by it on or before the transactions contemplated hereby, including, without limitation, any affirmative approvals required under state insurance laws and the expiration or termination of any applicable waiting periods under Xxxx-Xxxxx-Xxxxxx or state insurance lawsClosing. (c) An appropriate officer of Investor shall deliver to the Company at the Closing a certificate stating that the conditions specified in Sections 7(a) and 7(b) have been fulfilled. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or decree issued endorsed by any court or governmental authority of competent jurisdiction or other legal restraint or prohibition preventing which prohibits the consummation of the Closing or any of the transactions contemplated thereby shall be in effect. (d) There shall not be any suit, action, investigation, inquiry or other proceeding instituted by any governmental authority which seeks to enjoin or otherwise prevent consummation of the Closing or the transactions contemplated thereby or which would individually, or in the aggregate with each other failure to satisfy such condition, or in the aggregate with all other unsatisfied conditions that have not been waived, prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated herebythis Agreement. (e) The Purchaser applicable waiting period under the HSR Act relating to the sale of the Preferred Shares shall have duly performed expired or been terminated. (f) The Company, the Trustee and complied in all material respects with each obligation, covenant, agreement Investor shall have entered into the Voting Trust Agreement. (g) The Investor shall have delivered the aggregate Purchase Price for the Preferred Shares. (h) The Company and condition required by this Agreement Glaxo shall have entered into the Amendment and Investor shall have accepted and agreed to the Amendment. (i) The Company shall have caused the Certificate of Determination to be performed or complied filed with by the Purchaser at or prior to Secretary of State of the ClosingState of California in accordance with the laws thereof.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The Company's obligation obligations of the Company to sell and issue consummate the Shares on the Closing Date is transactions contemplated by this Agreement are subject to the satisfactionfulfillment, prior to or on or before the Closing Date, of each of the following conditions:conditions (any or all of which may be waived by the Company in whole or in part): (a) Each of the The representations and warranties of the Purchaser Sellers contained in Article 6 of this Agreement herein shall be true and correct at the date hereof in all material respects on and as of the Closing Date as if though made at on and as of the Closing Date, except to the extent they expressly refer to another time or period, in which case they shall be true and correct as of such time or period; provided, however, that the conditions set forth in this Section 3.3(a) shall be deemed satisfied if the respects in which such representations and warranties are not true and correct on the date hereof and, as applicable, at and as of the Closing Date (without giving effect to any materiality qualifications contained therein) would not prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby.date; (b) The Company and the Purchaser each shall have received all consents, authorizations and approvals of governmental authorities which are required to be obtained in order to consummate the transactions contemplated hereby, including, without limitation, any affirmative approvals required under state insurance laws and the expiration or termination of any applicable waiting periods under Xxxx-Xxxxx-Xxxxxx or state insurance laws. (c) No order, injunction or decree issued by any court or governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Closing or any of the transactions contemplated thereby shall be in effect. (d) There shall not be in effect any suit, action, investigation, inquiry or other proceeding instituted Order by any governmental authority which seeks to enjoin body of competent jurisdiction restraining, enjoining or otherwise prevent prohibiting the consummation of the Closing or the transactions contemplated thereby or which would individually, or in the aggregate with each other failure to satisfy such condition, or in the aggregate with all other unsatisfied conditions that have not been waived, prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby.; (c) CCI shall have consummated its pending senior notes offering; (d) Each of the Company and CCI shall have, on the Closing Date, sufficient surplus or net profits to (i) in the case of the Company, purchase the Shares (the "Repurchase") in compliance with the Delaware General Corporation Law and (ii) in the case of CCI, pay a dividend to the Company in an amount necessary to purchase the Shares (the "Dividend"); (e) The Purchaser Dividend and the Repurchase shall be permitted under the Company's and its subsidiaries' (including CCI) agreements and other documents governing their indebtedness and CCI shall have duly performed declared and complied paid such Dividend to the Company; (f) X. Xxxxxx shall not have revoked, pursuant to Section 8.12 hereof, the release contained in Section 5.4(a)(ii)(A) of this Agreement; (g) Neither Seller shall have materially and intentionally breached the provisions of Section 8.1 of the Stockholders Agreement; and (h) The Sellers shall have executed and delivered or caused to have been executed and delivered, to the Company at the Closing all material respects with each obligation, covenant, agreement of the items and condition documents required by this Agreement to be performed or complied with delivered by the Purchaser at or prior them pursuant to the ClosingSection 7.2.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The Company's obligation of the ------------------------------------------------- Company to sell and issue consummate the Shares on the Closing Date is transactions described in this Agreement shall be subject to the satisfaction, on or before the Closing Date, satisfaction of the following conditions: conditions on or prior to the Closing: (ai) Each of the representations and warranties of the Purchaser contained in Article 6 of this Agreement shall have been true and correct when made and shall be true and correct at the date hereof and as of the Closing Date as if made at and as of the Closing Date, except to the extent they expressly refer to another time or period, in which case they shall be true and correct as of such time or period; provided, however, that the conditions set forth in this Section 3.3(a) shall be deemed satisfied if the all material respects in which such representations and warranties are not true and correct on the date hereof and, of Closing with the same effect as applicable, at and as of if they were made on such date; (ii) the Closing Date (without giving effect to any materiality qualifications contained therein) would not prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (b) The Company and the Purchaser each shall have received all consents, authorizations and approvals of governmental authorities which are required to be obtained in order to consummate the transactions contemplated hereby, including, without limitation, any affirmative approvals required under state insurance laws and the expiration or termination of any applicable waiting periods under Xxxx-Xxxxx-Xxxxxx or state insurance laws. (c) No order, injunction or decree issued by any court or governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Closing or any of the transactions contemplated thereby shall be in effect. (d) There shall not be any suit, action, investigation, inquiry or other proceeding instituted by any governmental authority which seeks to enjoin or otherwise prevent consummation of the Closing or the transactions contemplated thereby or which would individually, or in the aggregate with each other failure to satisfy such condition, or in the aggregate with all other unsatisfied conditions that have not been waived, prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (e) The Purchaser shall have duly performed and complied in all material respects with each obligation, covenant, agreement all covenants and condition agreements required by this Agreement to be performed or complied with by the Purchaser at on or prior to the Closing; (iii) the Purchaser shall have delivered to the Company a certificate, dated the date of Closing and signed by a duly authorized signatory of the Purchaser, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any Governmental Entity which seeks to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement and which is likely, in the Company's reasonable judgment, to be successful on the merits and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Act), and all extensions thereof, the passing of which is required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate would not have a Material Adverse Effect; and (vi) the issuance and sale of Common Stock contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company. In the event any of the foregoing conditions to the Company's obligation to close hereunder is not satisfied on or before the Closing, the Company may waive such condition and proceed to Closing.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The Company's obligation ’s obligations to sell and issue consummate the Shares on the Closing Date is Transactions contemplated hereby are subject to the satisfaction, on or before the Closing Date, fulfillment of each of the following additional conditions, any one or more of which may be waived in writing by the Company in its sole discretion: (a) Each of Parent and Merger Sub shall have performed in all material respects their obligations under this Agreement required to be performed on or prior to the Closing Date pursuant to the terms hereof; (b) (i) the representations and warranties of the Purchaser Parent and Merger Sub contained in Article 6 of this Agreement Section 2.1, Section 2.2, and Section 2.3 shall be true and correct (except for any de minimis failure to be true and correct) at the date hereof and as of the Closing Date as if made at and as of on the Closing Date, Date (except to the extent they expressly refer to another time or periodsuch representations and warranties are made as of a specific date, in which case they such representations and warranties shall be true and correct as of such time or period; provideddate), however, that the conditions set forth in this Section 3.3(aand (ii) shall be deemed satisfied if the respects in which such all other representations and warranties are not of Parent and Merger Sub contained in Article II hereof shall be true and correct on the date hereof and, (disregarding all qualifications or limitations as applicable, to “materiality,” “Material Adverse Effect” or words of similar import) at and as of the Closing Date as if made on the Closing Date (without giving effect except to the extent such representations and warranties are made as of a specific date, in which case such representations and warranties shall be true and correct as of such date), except where the failure of any materiality qualifications contained therein) such representation or warranty to be true has not had and would not preventreasonably be expected to have, materially delay individually or materially impair in the ability of Purchaser aggregate, a Material Adverse Effect with respect to consummate the transactions contemplated hereby. (b) The Company and the Purchaser each shall have received all consents, authorizations and approvals of governmental authorities which are required to be obtained in order to consummate the transactions contemplated hereby, including, without limitation, any affirmative approvals required under state insurance laws and the expiration or termination of any applicable waiting periods under Xxxx-Xxxxx-Xxxxxx or state insurance laws.Parent; and (c) No order, injunction or decree issued by any court or governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation Company shall have received a certificate of the Chief Executive Officer or President of Parent, dated the Closing or any Date, on behalf of Parent, certifying to the fulfillment of the transactions contemplated thereby shall be conditions set forth in effect. clauses (da) There shall not be any suit, action, investigation, inquiry or other proceeding instituted by any governmental authority which seeks to enjoin or otherwise prevent consummation and (b) of the Closing or the transactions contemplated thereby or which would individually, or in the aggregate with each other failure to satisfy such condition, or in the aggregate with all other unsatisfied conditions that have not been waived, prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (e) The Purchaser shall have duly performed and complied in all material respects with each obligation, covenant, agreement and condition required by this Agreement to be performed or complied with by the Purchaser at or prior to the Closing.Section 6.3;

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The Company's obligation of the Company to sell and issue consummate the Shares on the Closing Date is transactions described in this Agreement shall be subject to the satisfaction, on or before the Closing Date, satisfaction of the following conditions: conditions on or prior to the Closing: (ai) Each of the representations and warranties of the Purchaser contained in Article 6 of this Agreement shall have been true and correct when made and shall be true and correct at the date hereof and as of the Closing Date as if made at and as of the Closing Date, except to the extent they expressly refer to another time or period, in which case they shall be true and correct as of such time or period; provided, however, that the conditions set forth in this Section 3.3(a) shall be deemed satisfied if the all material respects in which such representations and warranties are not true and correct on the date hereof and, of Closing with the same effect as applicable, at and as of if they were made on such date; (ii) the Closing Date (without giving effect to any materiality qualifications contained therein) would not prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (b) The Company and the Purchaser each shall have received all consents, authorizations and approvals of governmental authorities which are required to be obtained in order to consummate the transactions contemplated hereby, including, without limitation, any affirmative approvals required under state insurance laws and the expiration or termination of any applicable waiting periods under Xxxx-Xxxxx-Xxxxxx or state insurance laws. (c) No order, injunction or decree issued by any court or governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Closing or any of the transactions contemplated thereby shall be in effect. (d) There shall not be any suit, action, investigation, inquiry or other proceeding instituted by any governmental authority which seeks to enjoin or otherwise prevent consummation of the Closing or the transactions contemplated thereby or which would individually, or in the aggregate with each other failure to satisfy such condition, or in the aggregate with all other unsatisfied conditions that have not been waived, prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (e) The Purchaser shall have duly performed and complied in all material respects with each obligation, covenant, agreement all covenants and condition agreements required by this Agreement to be performed or complied with by the Purchaser at on or prior to the Closing; (iii) the Purchaser shall have delivered to the Company a certificate, dated the date of Closing and signed by a duly authorized signatory of the Purchaser, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any Governmental Entity which seeks to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement and which is likely, in the Company's reasonable judgment, to be successful on the merits and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Hart-Scott-Rodino Act), and all extensions thereof, the pxxxxxx xx xxxxx xs required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate would not have a Material Adverse Effect; (vi) the issuance and sale of Common Stock contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; and (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Purchaser that, when combined, without duplication, with all other changes concerning the Purchaser from and after the date of this Agreement, have had or would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Purchaser (a "Purchaser Material Adverse Effect"). In the event any of the foregoing conditions to the Company's obligation to close hereunder is not satisfied on or before the Closing, the Company may waive such condition and proceed to Closing.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The Company's obligation of the Company to sell and issue consummate the Shares on the Closing Date is transactions described in this Agreement shall be subject to the satisfaction, on or before the Closing Date, satisfaction of the following conditions: conditions on or prior to the Closing: (ai) Each of the representations and warranties of the Purchaser contained in Article 6 of this Agreement shall have been true and correct when made and shall be true and correct at the date hereof and as of the Closing Date as if made at and as of the Closing Date, except to the extent they expressly refer to another time or period, in which case they shall be true and correct as of such time or period; provided, however, that the conditions set forth in this Section 3.3(a) shall be deemed satisfied if the all material respects in which such representations and warranties are not true and correct on the date hereof and, of Closing with the same effect as applicable, at and as of if they were made on such date; (ii) the Closing Date (without giving effect to any materiality qualifications contained therein) would not prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (b) The Company and the Purchaser each shall have received all consents, authorizations and approvals of governmental authorities which are required to be obtained in order to consummate the transactions contemplated hereby, including, without limitation, any affirmative approvals required under state insurance laws and the expiration or termination of any applicable waiting periods under Xxxx-Xxxxx-Xxxxxx or state insurance laws. (c) No order, injunction or decree issued by any court or governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Closing or any of the transactions contemplated thereby shall be in effect. (d) There shall not be any suit, action, investigation, inquiry or other proceeding instituted by any governmental authority which seeks to enjoin or otherwise prevent consummation of the Closing or the transactions contemplated thereby or which would individually, or in the aggregate with each other failure to satisfy such condition, or in the aggregate with all other unsatisfied conditions that have not been waived, prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (e) The Purchaser shall have duly performed and complied in all material respects with each obligation, covenant, agreement all covenants and condition agreements required by this Agreement to be performed or complied with by the Purchaser at on or prior to the Closing; (iii) the Purchaser shall have delivered to the Company a certificate, dated the date of Closing and signed by a duly authorized signatory of the Purchaser, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any Governmental Entity which seeks to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the Asset Acquisition or the transactions contemplated by this Agreement and which is likely, in the Company's reasonable judgment, to be successful on the merits and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Hart-Scott-Rodino Act), and all extensions thereof, the passing xx xxxxx xx xxxxired for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate would not have a Material Adverse Effect; (vi) from and after the date of this Agreement, there shall not have occurred any changes concerning the Purchaser that, when combined, without duplication, with all other changes concerning the Purchaser from and after the date of this Agreement, have had or would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Purchaser (a "Purchaser Material Adverse Effect"); and (vii) all conditions precedent to consummation of the Asset Acquisition shall have been satisfied or waived by the appropriate party. In the event any of the foregoing conditions to the Company's obligation to close hereunder is not satisfied on or before the Closing, the Company may waive such condition and proceed to Closing.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The Company's obligation to sell and issue obligations of the Shares on the Closing Date is Company hereunder are subject to the satisfaction, on or before performance by the Closing Date, Purchaser of its obligations hereunder and to the satisfaction of the following conditionsadditional conditions precedent: (a) Each of the representations The representation and warranties of made by the Purchaser contained in Article 6 of this Agreement shall shall, unless waived by the Company, be true and correct at the date hereof Closing Date, with the same force and effect as if they had been made on, and as of of, the Closing Date as if made at and as of the Purchaser shall have delivered to the Company a certificate, dated the Closing Date, except to that effect. (b) All consents, approvals, or waivers, if any, required in connection with the extent they expressly refer to another time or periodconsummation of the transactions contemplated by this Agreement shall have been received. All of the consents, in which case they approvals, authorizations, exemptions and waivers, if any, from government agencies that shall be true and correct as of such time or period; provided, however, that required in order to enable the conditions set forth in this Section 3.3(a) shall be deemed satisfied if the respects in which such representations and warranties are not true and correct on the date hereof and, as applicable, at and as of the Closing Date (without giving effect to any materiality qualifications contained therein) would not prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (b) The Company and the Purchaser each hereby shall have received all consents, authorizations and approvals of governmental authorities which are required to be obtained in order to consummate the transactions contemplated hereby, including, without limitation, any affirmative approvals required under state insurance laws and the expiration or termination of any applicable waiting periods under Xxxx-Xxxxx-Xxxxxx or state insurance lawsbeen obtained. (c) No orderaction or proceeding shall have been instituted or, injunction or decree issued by any to the knowledge of the Purchaser, threatened before a court or governmental other government body or any public authority of competent jurisdiction to restrain or other legal restraint or prohibition preventing the consummation of the Closing or prohibit any of the transactions contemplated thereby hereby, and the Purchaser shall be in have delivered to the Company a certificate, dated the Closing Date, to such effect. (d) There shall not be any suit, action, investigation, inquiry or other proceeding instituted by any governmental authority which seeks to enjoin or otherwise prevent consummation of the Closing or the transactions contemplated thereby or which would individually, or in the aggregate with each other failure to satisfy such condition, or in the aggregate with all other unsatisfied conditions that have not been waived, prevent, materially delay or materially impair the ability of Purchaser to consummate the transactions contemplated hereby. (e) The Purchaser Xxxxxxx Xxxxxxxxxx shall have duly performed made a capital contribution to VV of all amounts owed by VV to Xxxxxxx Xxxxxxxxxx, and complied Xxxxxxx Xxxxxxxxxx and Xxxxx Xxxxxxxxxx shall have executed and delivered, in all material respects with each obligation, covenant, agreement and condition required by this Agreement to be performed or complied with by the Purchaser at or prior a form satisfactory to the ClosingCompany, a General Release releasing VV, MOVIE VISION, MovieBar USA and certain other persons named therein from any and all claims which Xxxxxxx Xxxxxxxxxx or Xxxxx Xxxxxxxxxx have or may have against VV, MOVIE VISION, MovieBar USA and certain other persons named therein.