Common use of Conditions Precedent to Xxxxxxxx'x Obligations Clause in Contracts

Conditions Precedent to Xxxxxxxx'x Obligations. The obligations of Xxxxxxxx hereunder are subject to the performance by Informix of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. On the Closing Date and the Option Closing Date and on each Conversion Date (i) to the extent provided in Section 3 hereof, the representations and warranties made by Informix in this Agreement shall be true and correct, (ii) Informix shall have complied fully with all the covenants and agreements in this Agreement, and (iii) with respect to the Closing Date, the conditions set forth in 8(h) and 8(i) have been satisfied; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer (or Chief Accounting Officer) of Informix dated such date and to such effect. b. On the Closing Date and the Option Closing Date and on each Conversion Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel, reasonably satisfactory to Xxxxxxxx, dated the date of delivery, substantially in the form attached hereto as Annex E. c. Prior to the Closing, Informix shall have caused the Certificate of Designation to be filed with the Secretary of State of the State of Delaware in accordance with the laws thereof. d. On the Closing Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the Closing Date, to the effect that the offer and sale of the Initial Preferred Shares hereunder do not require registration under the Securities Act. e. Prior to the Closing, Informix shall have amended the Rights Plan such that the transactions contemplated hereunder will not cause Xxxxxxxx to be deemed an Acquiring Person within the meaning of, nor create (other than to Xxxxxxxx) or trigger any rights under, the Rights Plan. f. On the Option Closing Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the Option Closing Date, to the effect that the offer and sale of the Option Preferred Shares hereunder do not require registration under the Securities Act. g. On the Joint Option Closing Date, Xxxxxxxx'x obligation to purchase Option Preferred Shares shall be subject to the condition that Informix shall not have suffered any material adverse change, or any development that is reasonably likely to result in any material adverse change in the condition, financial or otherwise, or in the business affairs of Informix, whether or not in the ordinary course of business, which is not disclosed in Informix's public filings under the Exchange Act filed not less than five trading days prior to the Joint Option Notice Date.

Conditions Precedent to Xxxxxxxx'x Obligations. The obligations of Xxxxxxxx hereunder are subject to the performance by Informix the Company of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. (a) On the each Closing Date and the Option Closing Date and on each Conversion Date Date, (i) to the extent provided in Section 3 hereof, the representations and warranties made by Informix the Company in this Agreement shall be true and correct, except those representations and warranties which address matters only as of a particular date, which shall be true and correct as of such date; (ii) Informix the Company shall have complied fully with all of the covenants and agreements in this AgreementAgreement required to be performed on or before such Closing Date; (iii) the Company shall have delivered to Xxxxxxxx a copy of the applicable Registration Statement in form and substance suitable for filing with the SEC and shall have certified its intention to file the applicable Registration Statement not later than 5:00 p.m. Eastern Time on such Closing Date, and (iiiiv) with respect to the Closing Date, the conditions set forth in 8(h) and 8(i) have been satisfied; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer (or Chief Accounting Officer) of Informix the Company dated such date confirming (i), (ii) and to such effect(iii). b. (b) On the each Closing Date and the Option Closing Date and on each Conversion Date, Informix the Company shall have delivered to Xxxxxxxx an opinion of counselStoel Rives LLP, reasonably satisfactory to Xxxxxxxx, dated the date of delivery, substantially confirming in substance the form attached hereto matters covered by paragraphs (a), (b), (c), (d), (e), (f), (g), (k) (as Annex E. c. Prior to the Closing, Informix shall have caused Company’s most recent Annual Report on Form 10-K and any subsequent SEC Filings) and the Certificate first sentence of Designation to be filed with the Secretary paragraph (l) of State of the State of Delaware in accordance with the laws thereofSection 4 hereof. d. (c) On the each Closing Date, Informix the Registrable Number shall have delivered be duly listed and admitted for trading on the NYSE Arca or another National Exchange, subject to Xxxxxxxx an opinion notice of counsel reasonably satisfactory to Xxxxxxxx, dated the issuance. (d) On each Closing Date, to the effect that the offer and sale number of the Initial Preferred Shares hereunder do not require registration under the Securities Act. e. Prior to the Closing, Informix shall have amended the Rights Plan such that the transactions contemplated hereunder will not cause Xxxxxxxx shares of Common Stock to be deemed an Acquiring Person within issued at such Closing together with the meaning of, nor create (other than to Xxxxxxxx) or trigger number of shares of Common Stock issued in any rights under, the Rights Plan. f. On the Option prior Closing Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the Option Closing Date, to the effect that the offer and sale of the Option Preferred Shares hereunder do not require registration under the Securities Act. g. On the Joint Option Closing Date, Xxxxxxxx'x obligation to purchase Option Preferred Shares shall be subject to the condition that Informix shall not have suffered any material adverse change, or any development that is reasonably likely to result in any material adverse change exceed in the condition, financial or otherwise, or in aggregate the business affairs of Informix, whether or not in the ordinary course of business, which is not disclosed in Informix's public filings under the Exchange Act filed not less than five trading days prior to the Joint Option Notice DateMaximum Number.

Conditions Precedent to Xxxxxxxx'x Obligations. The obligations of Xxxxxxxx hereunder are subject to the performance by Informix TRC of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. (A) On the each Closing Date and the Option Closing Date and on each Conversion Date Date, (i) to the extent provided in Section 3 hereof, the representations and warranties made by Informix TRC in this Agreement shall be true and correct, ; (ii) Informix TRC shall have complied fully with all of the covenants and agreements (other than those referred to in clause (iii) of this subsection (a)) in this Agreement, (iii) TRC shall have complied fully in all material respects with all of the covenants and agreements in Sections 9(b), 9(f), 9(g) and 9(i) of this Agreement, ; and (iiiiv) with respect to the Closing Date, the conditions set forth in 8(h) and 8(i) have been satisfied; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer (or Chief Accounting Officer) of Informix TRC dated such date and to such effect. b. (B) On the each Closing Date and the Option Closing Date and on each Conversion Date, Informix TRC shall have delivered to Xxxxxxxx an opinion opinions of counsel(1) Paul, Hastings, Xxxxxxxx & Xxxxxx LLP (or other counsel reasonably satisfactory to Xxxxxxxx), dated the date of delivery, substantially confirming in substance the form attached hereto matters covered in paragraphs (a), (b), (c), (d)(i) and (ii), (e), (f)(but not, other than as Annex E. c. Prior agreed to by the Closingparties, Informix shall have caused the Certificate (f)(i)(C)), (g) and (k) of Designation to be filed with the Secretary of State of the State of Delaware in accordance with the laws thereof. d. On the Closing Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the Closing Date, Section 4 hereof and to the effect that the offer and sale of the Initial Preferred Shares Investment Securities to Xxxxxxxx hereunder do not require registration under the Securities ActAct and (2) the Company's general counsel, dated the date of delivery, confirming in substance the matters covered in paragraphs (d)(iii), and (f)(i)(C) and (l) of Section 4 hereof. e. Prior to the Closing, Informix shall have amended the Rights Plan such that the transactions contemplated hereunder will not cause Xxxxxxxx to be deemed an Acquiring Person within the meaning of, nor create (other than to XxxxxxxxC) or trigger any rights under, the Rights Plan. f. On the Option Initial Closing Date, Informix Xxxxxxxx shall have delivered received a copy of a letter from PricewaterhouseCoopers LLP to Xxxxxxxx an opinion TRC to the effect that, as of counsel reasonably satisfactory such date, it consents to Xxxxxxxx, dated the Option inclusion in this Agreement of the Auditor Report. On each Subsequent Closing Date, Xxxxxxxx shall receive a copy of a report of PricewaterhouseCoopers LLP, together with the accompanying consolidated financial statement and schedules of TRC and results of TRC's operations and cash flows, as such report appears in the most recent Form 10-K filed by TRC with the SEC and a letter from PricewaterhouseCoopers LLP to TRC to the effect that that, as of such date, it consents to the offer and sale inclusion in this Agreement of the Option Preferred Shares hereunder do not require registration under the Securities Actsuch report. g. (D) On the Joint Option Initial Closing Date, Xxxxxxxx'x obligation TRC shall have submitted to purchase Option Preferred the New York Stock Exchange a complete listing application in respect of the Registrable Number and within 60 days thereafter the Registrable Number shall be duly listed and admitted for trading on the New York Stock Exchange. (E) On each Subsequent Closing Date all of the Common Shares shall be subject to registered and freely tradable. (F) On or before each Subsequent Closing Date, TRC shall have filed with the condition that Informix shall not have suffered any material adverse changeDelaware Secretary of State a Subsequent Certificate of Rights and Preferences, or any development that is reasonably likely to result in any material adverse change in with terms and conditions of the condition, financial or otherwise, or in the business affairs applicable series of Informix, whether or not in the ordinary course of business, which is not disclosed in Informix's public filings under the Exchange Act filed not less than five trading days prior to the Joint Option Notice DateAdditional Preferred Shares as required by this Agreement.

Conditions Precedent to Xxxxxxxx'x Obligations. The obligations of Xxxxxxxx hereunder are subject to the performance by Informix the Company of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. (a) On the Closing Date and the Option Closing Date and on each Conversion Date Date, (i) to the extent provided in Section 3 hereof, the representations and warranties made by Informix the Company in this Agreement shall be true and correct, except those representations and warranties which address matters only as of a particular date, which shall be true and correct as of such date; (ii) Informix the Company shall have complied fully with all of the covenants and agreements in this Agreement, Agreement required to be performed on or before such Closing Date; and (iii) with respect to the Closing Date, the conditions set forth in 8(h) and 8(i) have been satisfied; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer (or Chief Accounting Officer) General Counsel of Informix the Company dated such date confirming (i) and to such effect(ii). b. (b) On the Closing Date and the Option Closing Date and on each Conversion Date, Informix the Company shall have delivered to Xxxxxxxx an opinion of counselSichenzia Xxxx Xxxxxxxx Xxxxxxx, LLP, reasonably satisfactory to Xxxxxxxx, dated the date of delivery, substantially confirming in substance the matters covered by paragraphs (a), (b), (c), (d), (e), (f), (g), and the first sentence of paragraph (l) of Section 4 hereof. (c) The Registration Statement shall be available with respect to all Common Shares, and shall be and have been effective from and after the date of the January 29, 2009 Agreement through and including the Closing Date. (d) A Prospectus in form attached hereto as Annex E. c. Prior and substance reasonably satisfactory to Xxxxxxxx shall have been filed on or before the date that is one Business Day prior to the Closing, Informix shall have caused Closing Date. (e) From and after the Certificate of Designation to be filed with the Secretary of State date of the State of Delaware in accordance with the laws thereof. d. On January 29, 2009 Agreement through and including the Closing Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxxall Common Shares issued and issuable hereunder, dated the Closing Date, to the effect that the offer and sale of the Initial Preferred Shares hereunder do not require registration under the Securities Act. e. Prior to the Closing, Informix shall have amended the Rights Plan such that the transactions contemplated hereunder will not cause Xxxxxxxx to be deemed an Acquiring Person within the meaning upon conversion or redemption of, nor create (other than to Xxxxxxxx) or trigger any rights as dividends under, the Rights Plan. f. On the Option Closing Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the Option Closing Date, to the effect that the offer Preferred Stock and sale of the Option Preferred Shares hereunder do not require registration under the Securities ActWarrant shall be, and have been, duly listed and admitted for trading on the NYSE. g. On the Joint Option Closing Date, Xxxxxxxx'x obligation to purchase Option Preferred Shares shall be subject to the condition that Informix shall not have suffered any material adverse change, or any development that is reasonably likely to result in any material adverse change in the condition, financial or otherwise, or in the business affairs of Informix, whether or not in the ordinary course of business, which is not disclosed in Informix's public filings under the Exchange Act filed not less than five trading days prior to the Joint Option Notice Date.

Conditions Precedent to Xxxxxxxx'x Obligations. The obligations of Xxxxxxxx hereunder are subject to the performance by Informix the Company of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. On the Closing Date and the Option Closing Date and on each Conversion Date (a) (i) to from and after the extent provided in Section 3 hereofdate of this Agreement through and including each Closing Date or Warrant Closing Date, (A) the representations and warranties made by Informix the Company in paragraphs (a), (b), (c), (d), (e), (f), (g), (h), (i), (l) and (kk) of Section 4 of this Agreement shall be true and correct (except those representations and warranties which address matters only as of a particular date, which shall be true and correct as of such date) and (B) all other representations and warranties made by the Company in this Agreement shall be true and correctcorrect in all material respects (except those representations and warranties qualified by material, materiality, Material Adverse Effect or similar expressions, which shall be true and correct in all respects and those representations and warranties which address matters only as of a particular date, which shall be true and correct as of such date); (ii) Informix from and after the date of this Agreement through and including each Closing Date or Warrant Closing Date, the Company shall have complied fully with all of the covenants and agreements in this Agreement, Agreement and the Warrant; (iii) with respect to the on each Closing Date or Warrant Closing Date, the conditions set forth in 8(h) and 8(i) Company shall not possess any negative, material non-public information other than as shall have been satisfiedfiled with the SEC at least five (5) Business Days prior to and excluding the Closing Date or Warrant Closing Date; and (iv) on each Closing Date or Warrant Closing Date, Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer (or Chief Accounting Officer) of Informix the Company dated such date confirming the matters set forth in the preceding clauses (i), (ii) and to such effect(iii). b. (b) On the each Closing Date, Conversion Closing Date, Redemption Closing Date (each as defined in the Certificate of Rights and the Option Preferences) and Warrant Closing Date and on each Conversion Date, Informix the Company shall have delivered to Xxxxxxxx an opinion of counselXxxxxxxxxx Xxxxxxxx LLP, reasonably satisfactory to Xxxxxxxx, dated the date of delivery, substantially confirming in substance the matters covered by paragraphs (a), (b), (c), (d), (e), (f), (g), (h), (i), (l) and (kk) of Section 4 hereof. (c) No Registration Failure shall have occurred that is continuing. (d) A Prospectus in form attached hereto as Annex E. c. Prior and substance reasonably satisfactory to Xxxxxxxx shall have been filed on or before the date that is one Business Day prior to the Closing, Informix first Closing Date and shall remain available and in effect on each Closing Date. (e) The Company shall have caused submitted to the Nasdaq Global Select Market a correct and complete Notice for Listing of Additional Shares by no later than ten (10) Business Days after the date hereof. (f) From and after the date of this Agreement through and including each Closing Date and Warrant Closing Date, all shares of Common Stock issued and issuable hereunder or under the Series C Certificate, the Junior Preferred Certificate of Designation to or the Warrant shall be filed with duly listed and admitted for trading on the Secretary of State Nasdaq Global Select Market, Nasdaq Global Market or the New York Stock Exchange. (g) On each Closing Date and Warrant Closing Date, Xxxxxxxx shall have received from the transfer agent of the State Company a certificate with respect to the total number of Delaware in accordance with the laws thereofshares of Common Stock and Common Stock Equivalent Junior Preferred Stock outstanding as of a date on or around Closing Date. d. (h) From and after the date of this Agreement through and including the Closing Date and Warrant Closing Date, there shall not have been a Restatement. (i) On or before the Closing Date, Informix the Company shall have delivered filed with the Georgia Secretary of State the Series C Certificate and the Junior Preferred Certificate. (j) The Stockholder Consent shall have been obtained on or prior to June 30, 2010. For the avoidance of doubt, Xxxxxxxx an opinion of counsel reasonably satisfactory may waive or refuse to Xxxxxxxx, dated the Closing Date, to the effect that the offer and sale waive any of the Initial Preferred Shares hereunder do not require registration under the Securities Act. e. Prior foregoing conditions in its sole discretion with respect to the Closing, Informix shall have amended the Rights Plan such that the transactions contemplated hereunder will not cause Xxxxxxxx any Closing without being obligated to be deemed an Acquiring Person within the meaning of, nor create (other than waive or refuse to Xxxxxxxx) or trigger waive any rights under, the Rights Plan. f. On the Option Closing Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the Option Closing Date, to the effect that the offer and sale of the Option Preferred Shares hereunder do not require registration under the Securities Actforegoing conditions with respect to any other Closing. g. On the Joint Option Closing Date, Xxxxxxxx'x obligation to purchase Option Preferred Shares shall be subject to the condition that Informix shall not have suffered any material adverse change, or any development that is reasonably likely to result in any material adverse change in the condition, financial or otherwise, or in the business affairs of Informix, whether or not in the ordinary course of business, which is not disclosed in Informix's public filings under the Exchange Act filed not less than five trading days prior to the Joint Option Notice Date.

Conditions Precedent to Xxxxxxxx'x Obligations. The obligations ---------------------------------------------- of Xxxxxxxx hereunder are subject to the performance by Informix SyQuest of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. On the Closing Date and the Option Closing Date, on each Conversion Date and on each Conversion Exercise Date (as defined in the Warrant Certificate), (i) to the extent provided in Section 3 hereof, the representations and warranties made by Informix SyQuest in this Agreement shall be true and correct, and (ii) Informix SyQuest shall have complied fully with all the covenants and agreements in this Agreement, Agreement and (iii) with respect to the Closing Date, the conditions set forth in 8(h) and 8(i) have been satisfiedWarrant Certificate; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer (or Chief Accounting Officer) of Informix SyQuest dated such date and to such effect. b. On the Closing Date and the Option Closing Date, on each Conversion Date and on each Conversion Exe rcise Date, Informix SyQuest shall have delivered to Xxxxxxxx an opinion of counsel, counsel reasonably satisfactory to Xxxxxxxx, dated the date of delivery, substantially confirming in substance the form attached hereto as Annex E.matters covered in paragraphs (a), (b), (c), (d), (e), (f), (h) and (i) of Section 3 hereof and paragraph (l) of Section 5 hereof (provided that the opinion delivered on the Closing Date need not confirm the matters covered in paragraph (l) of Section 5 hereof); provided, -------- however, that no such opinion delivered in respect of any Exercise Date or ------- Conversion Date shall be required to cover the matters set forth in paragraph (i) of Section 3 hereof. c. Prior to the Closing, Informix shall have caused the Certificate of Designation to be will have been filed with the Secretary of State of the State of Delaware in accordance with the laws thereofDelaware General Corporation Law. d. On the Closing Date, Informix SyQuest shall have delivered to Xxxxxxxx an the opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the Closing Date, to the effect that the offer and sale of the Initial Preferred Shares and the Warrant hereunder do not require registration under the Securities Act. e. Prior to the Closing, Informix shall have amended the Rights Plan such that the transactions contemplated hereunder will not cause Xxxxxxxx to be deemed an Acquiring Person within the meaning of, nor create (other than to Xxxxxxxx) or trigger any rights under, the Rights Plan. f. On the Option Closing Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the Option Closing Date, to the effect that the offer and sale of the Option Preferred Shares hereunder do not require registration under the Securities Act. g. On the Joint Option Closing Date, Xxxxxxxx'x obligation to purchase Option Preferred Shares shall be subject to the condition that Informix shall not have suffered any material adverse change, or any development that is reasonably likely to result in any material adverse change in the condition, financial or otherwise, or in the business affairs of Informix, whether or not in the ordinary course of business, which is not disclosed in Informix's public filings under the Exchange Act filed not less than five trading days prior to the Joint Option Notice Date.

Conditions Precedent to Xxxxxxxx'x Obligations. The obligations of Xxxxxxxx to consummate the Closing hereunder are subject to the performance by Informix the Company of its obligations hereunder and to the satisfaction of the following additional conditions precedent, unless expressly waived in writing by Xxxxxxxx: a. : On the Closing Date and the Option Closing Date and on each Conversion Date Date, (iA) to the extent provided in Section 3 hereof, the representations and warranties made by Informix the Company in this Agreement shall be true and correct, except those representations and warranties which address matters only as of a particular date, which representations and warranties shall be true and correct as of such date; (iiB) Informix the Company shall have complied fully with all of the covenants and agreements in this Agreement, ; and (iiiC) with respect to the Closing Date, the conditions set forth in 8(h) and 8(i) have been satisfied; and Xxxxxxxx shall have received on each such date a certificate of the Chief Executive Officer and the Chief Financial Officer (or Chief Accounting Officer) of Informix the Company dated such date and to such effect. b. . On the Closing Date and the Option Closing Date and on each Conversion Date, Informix the Company shall have delivered to Xxxxxxxx an opinion of counselXxxxxx, reasonably satisfactory to XxxxxxxxXxxxxx & Xxxxxxxxx, dated as of the date of deliveryClosing Date, substantially in the form attached hereto as Annex E. c. Prior to the Closing, Informix shall have caused the Certificate of Designation to be filed with the Secretary of State of the State of Delaware in accordance with the laws thereof. d. C. On the Closing Date, Informix the Company and an escrow agent selected by the Company and Xxxxxxxx shall have delivered to Xxxxxxxx an opinion executed copy of counsel reasonably satisfactory an Escrow Agreement that contains terms and conditions substantially similar to those set forth in the form attached hereto as Annex D (the "Escrow Agreement"), with such changes (i) as may be requested by the escrow agent and are mutually acceptable to the Company and Xxxxxxxx or (ii) as the Company and Xxxxxxxx shall mutually agree. The obligations of Xxxxxxxx to consummate the closing of any exercise of the Additional Investment Rights are subject to the performance by the Company of its obligations hereunder and under the Certificate and to the satisfaction of the additional conditions precedent, unless expressly waived in writing by Xxxxxxxx, dated that on each Additional Investment Closing Date (as defined in the Certificate): the representations and warranties made by the Company in this Agreement shall be true and correct, except with respect to (A) Section 3(n) and Section 3(p) and (B) those representations and warranties which address matters only as of a particular date, which representations and warranties shall be true and correct as of such date; Since the last day of the most recently completed quarter for which a quarterly report on Form 10-Q (or, if the most recently completed quarter was the last quarter of the Company's fiscal year, an annual report on Form 10-K) has been filed with the SEC, and except as disclosed in any SEC Filing at least one (1) Business Day before the date immediately prior to and excluding the date of such Additional Investment Closing Date, to there has not been, and the effect that the offer and sale of the Initial Preferred Shares hereunder do Company is not require registration under the Securities Act. e. Prior to the Closing, Informix shall have amended the Rights Plan such that the transactions contemplated hereunder will not cause Xxxxxxxx to be deemed an Acquiring Person within the meaning aware of, nor create (other than to XxxxxxxxA) any development or trigger any rights under, the Rights Plan. f. On the Option Closing Date, Informix shall have delivered to Xxxxxxxx an opinion of counsel reasonably satisfactory to Xxxxxxxx, dated the Option Closing Date, to the effect that the offer and sale of the Option Preferred Shares hereunder do not require registration under the Securities Act. g. On the Joint Option Closing Date, Xxxxxxxx'x obligation to purchase Option Preferred Shares shall be subject to the condition that Informix shall not have suffered any material adverse changehas resulted, or any development that is reasonably likely to result result, in a Material Adverse Effect, (B) any obligation, direct or contingent, that is material adverse change in to the conditionCompany or its subsidiaries on a consolidated basis, financial incurred by the Company or otherwiseany of its subsidiaries, or in the business affairs of Informix, whether or not except obligations incurred in the ordinary course of business, which is (C) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or (D) any loss or damage (whether or not disclosed in Informix's public filings under the Exchange Act filed not less than five trading days prior insured) to the Joint Option Notice Datephysical property of the Company or any of its subsidiaries which has been sustained which has resulted, or is reasonably likely to result, in a Material Adverse Effect. the Company shall have complied fully with all of the covenants and agreements in this Agreement; and Xxxxxxxx shall have received a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company dated such date certifying as to subsections (i) to (iii) of this Section 13(b).