Common use of Conditions to Loan Clause in Contracts

Conditions to Loan. Notwithstanding the foregoing, the obligation of Lender to disburse the Loan to Borrower is subject to the satisfaction of the following conditions: (a) Borrower shall have obtained (and shall have provided copies thereof to Lender) all waivers, consents or approvals, if any, from third parties, and shall have given all notices to third parties, and the failure of which to obtain or to give notice would result in a conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Borrower or any of its subsidiaries is a party or by which Borrower or any of its subsidiaries is bound or to which any of their assets is subject, except for any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument which would not have a Company Material Adverse Effect (as hereinafter defined) and would not adversely affect the consummation of the Loan or the other transactions contemplated hereby, including but not limited to the Merger. (b) Those stockholders of Borrower listed on Schedule 1 to the Pledge Agreement (defined below) beneficially owning in the aggregate one hundred percent (100%) of the issued and outstanding shares of the capital stock of Borrower (the “Borrower Control Shares”) shall have entered into a pledge agreement of even date herewith, substantially in the form attached as Exhibit B to this Agreement (the “Newco Pledge Agreement”) with the Lender and Gottbetter & Partners, LLP, as collateral agent (the “Collateral Agent”), pursuant to which such stockholders shall have pledged to, and deposited with, the Collateral Agent the Borrower Control Shares, for the benefit of the purchasers of the Convertible Notes in the Note Offering (the “Buyers”), as security for the full and timely repayment of the Convertible Notes in accordance with the terms of the Convertible Notes. (c) Borrower shall have entered into a security agreement of even date herewith, substantially in the form attached as Exhibit C to this Agreement (the “Newco Security Agreement”) with the Lender and the Collateral Agent pursuant to which Borrower shall have granted and conveyed to the Collateral Agent, for the benefit of the Buyers, a first priority security interest in all of the tangible and intangible assets of Borrower now owned or hereafter acquired by Borrower, as security for the full and timely repayment of the Convertible Notes in accordance with the terms of the Convertible Notes.

Conditions to Loan. Notwithstanding the foregoing, the obligation of Lender to disburse the Loan to Borrower is subject to the satisfaction of the following conditions: (a) Borrower shall have obtained (and shall have provided copies thereof to Lender) all waivers, consents or approvals, if any, from third parties, and shall have given all notices to third parties, and the failure of which to obtain or to give notice would result in a conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Borrower or any of its subsidiaries is a party or by which Borrower or any of its subsidiaries is bound or to which any of their assets is subject, except for any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument which would not have a Company Material Adverse Effect (as hereinafter defined) and would not adversely affect the consummation of the Loan or the other transactions contemplated hereby, including but not limited to the Merger. (b) Those stockholders of Borrower listed on Schedule 1 to the Pledge Agreement (defined below) beneficially owning in the aggregate one hundred percent (100%) of the issued and outstanding shares of the capital stock of Borrower (the “Borrower Control Shares”) shall have entered into a pledge agreement of even date herewith, substantially in the form attached as Exhibit B to this Agreement (the “Newco Prism Pledge Agreement”) with the Lender and Gottbetter & Partners, LLP, as collateral agent (the “Collateral Agent”), pursuant to which such stockholders shall have pledged to, and deposited with, the Collateral Agent the Borrower Control Shares, for the benefit of the purchasers of the Convertible Notes in the Note Offering (the “Buyers”), as security for the full and timely repayment of the Convertible Notes in accordance with the terms of the Convertible Notes. (c) Borrower shall have entered into a security agreement of even date herewith, substantially in the form attached as Exhibit C to this Agreement (the “Newco Prism Security Agreement”) with the Lender and the Collateral Agent pursuant to which Borrower shall have granted and conveyed to the Collateral Agent, for the benefit of the Buyers, a first priority security interest in all of the tangible and intangible assets of Borrower now owned or hereafter acquired by Borrower, as security for the full and timely repayment of the Convertible Notes in accordance with the terms of the Convertible Notes.

Conditions to Loan. Notwithstanding the foregoing, the obligation of Lender to disburse the Loan to Borrower the Borrowers is subject to the satisfaction of the following conditions: (a) Borrower The Borrowers shall have obtained (and shall have provided copies thereof to Lender) all waivers, consents or approvals, if any, from third parties, and shall have given all notices to third parties, and the failure of which to obtain or to give notice would result in a conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Borrower or any of its subsidiaries is the Borrowers are a party or by which Borrower or any of its subsidiaries is the Borrowers are bound or to which any of their assets is subject, except for any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument which would not have a Company Material Adverse Effect (as hereinafter defined) and would not adversely affect the consummation of the Loan or the other transactions contemplated hereby, including but not limited to the Merger. (b) Those stockholders of Borrower listed on Schedule 1 to the Pledge Agreement (defined below) beneficially owning in the aggregate one hundred percent (100%) of the issued and outstanding shares of the capital stock of Borrower (the “Borrower Control Shares”) The Borrowers shall have entered into a pledge security agreement of even date herewith, substantially in the form attached as Exhibit B to this Agreement attached hereto (the “Newco Pledge General Security Agreement”) with the Lender and Gottbetter & Partners, LLP, as collateral agent (the “Collateral Agent”), ) pursuant to which such stockholders the Borrowers shall have pledged to, granted and deposited with, conveyed to the Collateral Agent the Borrower Control SharesAgent, for the benefit of the purchasers Buyers, a second priority security interest in all of the Convertible Notes in tangible and intangible assets of the Note Offering (Borrowers now owned or hereafter acquired by the “Buyers”)Borrowers, as security for the full and timely repayment of the Convertible Notes in accordance with the terms of the Convertible Notes. (c) Borrower The Borrowers shall have entered into delivered to the Lender a security agreement certificate, executed on behalf of even date herewitheach of the Borrowers by its Secretary, substantially in dated as of the form attached as Exhibit C to Closing Date, certifying the resolutions adopted by the Boards of Directors of each of the Borrowers approving the transactions contemplated by this Agreement (the “Newco Security Agreement”) with the Lender and the Collateral Agent pursuant to which Borrower shall have granted issuance of the Notes, certifying the current versions of the Articles of Incorporation of each of the Borrowers and conveyed certifying as to the Collateral Agent, for signatures and authority of persons signing this Agreement and the benefit Notes on behalf of the Buyers, a first priority security interest in all of the tangible and intangible assets of Borrower now owned or hereafter acquired by Borrower, as security for the full and timely repayment of the Convertible Notes in accordance with the terms of the Convertible NotesBorrowers.

Conditions to Loan. Notwithstanding the foregoing, the obligation of Lender to disburse the Loan to Borrower is subject to the satisfaction of the following conditions, each of which may be waived by Lender: (a) Borrower shall have obtained (and shall have provided copies thereof to Lender) all waivers, consents or approvals, if any, approvals from third parties, and shall have given to give all notices to third parties, and any the failure of which to obtain or to give notice would result in a conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Borrower or any of its subsidiaries is a party or by which Borrower or any of its subsidiaries is bound or to which any of their assets is subject, except for any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument which would not have a Company Material Adverse Effect (as hereinafter defined) and would not adversely affect the consummation of the Loan or the other transactions contemplated hereby, including but not limited to the Merger. Without limiting the foregoing, Borrower shall have obtained all waivers, consents or approvals from (i) TD Banknorth, N.A., (ii) Xxxxxx Xxxxxxx Ventures, LLC and (iii) Xxxx Xxxxxxx in connection with the Loan, the Merger and the other transactions contemplated hereby. (b) Those stockholders of Borrower listed on Schedule 1 to the Pledge Agreement (defined below) beneficially owning in the aggregate one hundred percent (100%) shall have received approval of the issued and outstanding shares Merger by at least 95% of the votes of each class of outstanding capital stock of Borrower (the “Borrower Control Shares”) shall have entered into a pledge agreement of even date herewith, substantially in the form attached as Exhibit B to this Agreement (the “Newco Pledge Agreement”) with the Lender and Gottbetter & Partners, LLP, as collateral agent (the “Collateral Agent”), pursuant to which such stockholders shall have pledged to, and deposited with, the Collateral Agent the Borrower Control Shares, for the benefit of the purchasers of the Convertible Notes in the Note Offering (the “Buyers”), as security for the full and timely repayment of the Convertible Notes in accordance with the terms of the Convertible NotesBorrower. (c) Borrower shall have entered into a security agreement of even date herewithemployment agreements with Messrs. Xxxxxx Xxxxxxx, substantially in the form attached as Exhibit C Xxxx Xxxxx and such other key employees, to this Agreement (the “Newco Security Agreement”) with the be agreed upon between Borrower and Lender, on terms satisfactory to Borrower, Lender and the Collateral Agent pursuant to which Borrower shall have granted and conveyed to the Collateral Agent, for the benefit of the Buyers, a first priority security interest in all of the tangible and intangible assets of Borrower now owned or hereafter acquired by Borrower, as security for the full and timely repayment of the Convertible Notes in accordance with the terms of the Convertible Notesrespective employees.