Common use of Conditions to All Parties’ Obligation to Close Clause in Contracts

Conditions to All Parties’ Obligation to Close. The obligation of all parties to consummate the Share Exchange is subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) The transactions contemplated hereby shall not be subject to or any applicable waiting period under the Xxxx-Xxxxx-Rondino Antitrust Improvements Act of 1976 (the “HSR Act”). # (b) Each of the Public Company Board Approval and the Company Board Approval shall have been obtained. (c) The Public Company shall have convened a shareholders meeting (which is currently scheduled for October 7, 2005) and the shareholders of the Public Company shall have approved each of the items of agenda for such meeting. (d) ISR and each of Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxxxxxx X. Xxxxx shall have entered into employment agreements on mutually acceptable terms and ISR and Hunbead LLC shall have entered into a services agreement for the services of Huba Horompoly on mutually acceptable terms. (e) Other than the filing provided for under Sections 3.5(a)(7), any filing to be made pursuant to SEC Rule 14 f-1 and filings pursuant to the HSR Act, all consents, approvals and actions of, fillings with and notices to any court, tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other authority, whether federal, state, local or foreign (“Governmental Entity”) required of Public Company, the Company of the Selling Stockholders to consummate the transactions contemplated hereby shall have been obtained or made, all in form and substance reasonably satisfactory to Public Company and Company. (f) No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition (collectively, “Restraints”) shall be in effect (i) preventing the consummation of the Share Exchange, or (ii) which otherwise is reasonably likely to be materially adverse to the business, assets, results of operations or financial condition of either of Public Company, ISR or Company, except for any events or states of facts relating to (a) the homeland security industry in general, and not relating specifically to the business of Public Company or Company, as the case may be, or (b) the economy of the United States or the world, in general, and not relating specifically to the business of Public Company, ISR or Company (any such fact or event with respect to any such party, a “Material Adverse Effect”); provided that each of the parties shall have used its reasonable best efforts to prevent the entry of any such Restraints and to appeal as promptly as possibly any such Restraints that may be entered.

Conditions to All Parties’ Obligation to Close. The obligation of all parties to consummate the Daimler-Benz Exchange Offer and the German Share Exchange, the Daimler-Benz Merger and the Chrysler Merger and the U.S. Share Exchange is subject to the satisfaction on or prior to the Closing Date consummation of each the Daimler-Benz Exchange Offer of the following conditions: (ai) The transactions contemplated hereby shall not be subject to or any Any applicable waiting period under the Xxxx-Xxxxx-Rondino Antitrust Improvements HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; and (ii) the Commission of 1976 the European Union shall have approved the transactions contemplated by this Agreement under Regulation (EEC) No. 4064/89 of the “HSR Act”). #Council of the European Union, or such approval shall have been deemed to have been granted. (b) Each The F-4 Registration Statement shall have become effective and no stop order suspending the effectiveness of the Public Company Board Approval and the Company Board Approval F-4 Registration Statement shall have been obtainedissued and no proceeding for that purpose shall have been initiated by the SEC. (c) The Public Company Newco ADSs issuable pursuant to this Agreement shall have convened a shareholders meeting (which is currently scheduled been approved for October 7listing on the NYSE, 2005) subject to official notice of issuance, and the shareholders of the Public Company Newco Ordinary Shares issuable to Daimler-Benz's stockholders pursuant to Article I and III shall have been approved each of for listing on the items of agenda for such meetingFSE. (d) ISR Each of the Chrysler Stockholder Approval and each of Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxxxxxx X. Xxxxx the Daimler-Benz Stockholder Approval shall have entered into employment agreements on mutually acceptable terms and ISR and Hunbead LLC shall have entered into a services agreement for the services of Huba Horompoly on mutually acceptable termsbeen obtained. (e) Other than the filing provided for under Sections 3.5(a)(7), any filing to be made pursuant to SEC Rule 14 f-1 Section 2.9 and filings pursuant to the HSR Act, and with the Commission of the European Union under Regulation (EEC) No. 4064/89 of the Council of the European Union, all consents, approvals and actions of, fillings filings with and notices to any court, tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other authority, whether federal, state, local or foreign (“Governmental Entity”) Entity required of Public CompanyChrysler, the Company Daimler-Benz or any of the Selling Stockholders their respective Subsidiaries to consummate the transactions contemplated hereby hereby, the failure of which to be obtained or taken is reasonably likely to have a Material Adverse Effect on Newco AG, shall have been obtained or made, all in form and substance reasonably satisfactory to Public Company Chrysler and CompanyDaimler-Benz. (f) No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition (collectively, “"Restraints”") shall be in effect (i) preventing the consummation of the Daimler-Benz Exchange Offer, the Chrysler Merger, the U.S. Share ExchangeExchange or the Daimler-Benz Merger, or (ii) which otherwise is reasonably likely to be materially adverse to the business, assets, results of operations or financial condition of either of Public Company, ISR or Company, except for any events or states of facts relating to (a) the homeland security industry in general, and not relating specifically to the business of Public Company or Company, as the case may be, or (b) the economy of the United States or the world, in general, and not relating specifically to the business of Public Company, ISR or Company (any such fact or event with respect to any such party, have a “Material Adverse Effect”)Effect on Chrysler or Daimler-Benz; provided that each of the parties shall have used its reasonable best efforts to prevent the entry of any such Restraints and to appeal as promptly as possibly possible any such Restraints that may be entered. (g) Each of Daimler-Benz and Chrysler shall have received the accountants' letters contemplated by Sections 9.4 and (unless the Minimum Condition has been changed to the 80% Minimum) 9.5. (h) The Chrysler Stock Issuance shall have been completed in accordance with Section 9.3 (unless the Minimum Condition has been changed to the 80% Minimum). (i) All conditions to the Daimler-Benz Exchange Offer shall have been satisfied.

Conditions to All Parties’ Obligation to Close. The obligation of all parties to consummate the Share Exchange Merger is subject to the satisfaction on or prior to the Closing Date consummation of each the Merger of the following conditions: (a) The transactions contemplated hereby shall not be subject to to, or any applicable waiting period under shall have terminated under, the XxxxHart-XxxxxScott-Rondino Rodino Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”"XXX Xxx"). #. (b) No stop order or similar order relating to the information statement or the transactions contemplated by this Agreement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC or any state securities regulator. (c) Parent's and the Company's joint private placement memorandum/information statement relating to the Merger shall have been sent or given to all holders of record of capital stock of the Company. (d) The Company shall have received from Gerald Kaufman, Esq., counsel to Parent, an opinion, dated as xx xxx Xxxxxxx Date, in form and substance acceptable to the Company. (e) Each of the Public Company Parent Stockholder Approval, Parent Board Approval and the Company Board Approval shall have been obtained. (cf) The Public Company shall have convened holders of a shareholders meeting (which is currently scheduled for October 7, 2005) and the shareholders majority of the Public voting capital of the Company shall have approved each of the items of agenda for such meetingMerger. (dg) ISR and each The board members of Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxxxxxx X. Xxxxx Parent shall have entered into employment agreements on mutually acceptable terms and ISR and Hunbead LLC shall have entered into a services agreement for the services of Huba Horompoly on mutually acceptable termstendered their resignations as provided in Section 1.11(8). (eh) Other than the filing filings provided for under Sections 3.5(a)(7), any filing to be made pursuant to SEC Rule 14 f-1 and filings pursuant to the HSR ActSection 1.2, all consents, approvals and actions of, fillings filings with and notices to any court, tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other authority, whether federal, state, local or foreign (“"Governmental Entity”") required of Public CompanyParent, the Company of the Selling Stockholders or SC to consummate the transactions contemplated hereby shall have been obtained or made, all in form and substance reasonably satisfactory to Public Company Parent and the Company. (fi) No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition (collectively, “"Restraints”") shall be in effect (i) preventing the consummation of the Share ExchangeMerger, or (ii) which otherwise is reasonably likely to be materially adverse to the business, assets, results of operations or operations, financial condition or prospects of either such any of Public CompanyParent, ISR SC or the Company, except for any events or states of facts relating to (a) the homeland security medical device industry in general, and not relating specifically to the business of Public Company Parent, SC or the Company, as the case may be, or (b) the economy of the United States or the world, in general, and not relating specifically to the business of Public CompanyParent, ISR SC or the Company (any such fact or event with respect to any such party, a “"Material Adverse Effect”"); provided that each of the parties shall have used its reasonable best efforts to prevent the entry of any such Restraints and to appeal as promptly as possibly possible any such Restraints that may be entered. (j) The aggregate number of dissenting shares of the Company shall not exceed 2% of the total number of shares of Company Stock outstanding on the Closing Date.