Common use of CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT Clause in Contracts

CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. The obligation of each party to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the date of the Closing of the following conditions: (a) all governmental and other consents and approvals, if any, necessary to permit the consummation of the transactions contemplated by this Agreement and the Related Agreement shall have been obtained; and (b) no stop order or other order enjoining the sale of the Convertible Note at the Closing shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any state having jurisdiction over the transactions contemplated by this Agreement or any of the Related Agreements and no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority shall be in effect that would restrain or otherwise prevent the consummation of the transactions contemplated by this Agreement or any of the Related Agreements.

CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. The obligation of each party to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the date of the Closing of the following conditions: (a) all governmental and other consents and approvals, if any, necessary to permit the consummation of the transactions contemplated by this Agreement and the Related Agreement shall have been obtained; and (b) no stop order or other order enjoining the sale of the Convertible Note at the Closing shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any state having jurisdiction over the transactions contemplated by this Agreement or any of the Related Agreements and no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority shall be in effect that would restrain or otherwise prevent the consummation of the transactions contemplated by this Agreement or any of the Related AgreementsAgreement.

CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. The obligation of each party Party to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the date of the Closing Date of the following conditions: (a) all governmental any waiting period (and other consents and approvals, if any, necessary any extension thereof) applicable to permit the consummation of the transactions contemplated by this Agreement and under the Related Agreement HSR Act, Foreign Antitrust Laws or other Competition Laws shall have expired or been obtained; andterminated and Seller and Buyer have received all authorizations, consents and approvals of any Governmental Authority referred to in Section 4.6 hereof. (b) no stop order or other order enjoining the sale of the Convertible Note at the Closing shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any state having jurisdiction over the transactions contemplated by this Agreement or any of the Related Agreements and no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission Governmental Authority nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority Applicable Laws shall be in effect that would restrain or otherwise prevent the consummation of the transactions contemplated by this Agreement Agreement. (c) no Claim instituted by any Person shall have been commenced or pending against Seller or Buyer or any of their respective Affiliates or Representatives, which Claim seeks to restrain, prevent, change or delay in any material respect the Related Agreements.transactions contemplated herein or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of the transactions contemplated herein; and

CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. The obligation of each party to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the date of each of the First Closing and the Second Closing of the following conditions: (a) all governmental and other consents and approvals, if any, necessary to permit the consummation of the transactions contemplated by this Agreement and the Related Agreement shall have been obtained; and (b) no stop order or other order enjoining the sale of the Convertible First Note at the First Closing or the Second Note at the Second Closing shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any state having jurisdiction over the transactions contemplated by this Agreement or any of the Related Agreements and no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority shall be in effect that would restrain or otherwise prevent the consummation of the transactions contemplated by this Agreement or any of the Related AgreementsAgreement.

CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. The obligation of each party to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the date of the Closing Date of the following conditions: (a) all governmental and other consents and approvalsapprovals of Governmental Authorities, if any, necessary to permit the consummation of the transactions contemplated by this Agreement and the Related Agreement shall have been obtained; andobtained and any waiting period (including any extension thereof) applicable to the consummation of the Agreement under the HSR Act or under other Competition Laws shall have expired or been terminated; (b) no stop order or other order enjoining the sale of the Convertible Note at the Closing shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the SEC or any commissioner of corporations or similar officer of any state having jurisdiction over the transactions contemplated by this Agreement or any of the Related Agreements and no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any statute, rule, regulation Governmental Authority or executive order promulgated or enacted by any governmental authority Governmental Authority shall be in effect that would restrain or otherwise prevent the consummation of the transactions contemplated by this Agreement or any the Agreement; (c) Buyers and Sellers shall have entered into the Transition Services Agreement, the Supply Agreements and the Trademark License Agreement; and (d) Buyers shall have obtained funds from the Financing and/or cash on hand sufficient to enable it to pay the cash portion of the Related AgreementsPurchase Price for the Purchased Assets.