Common use of CONDITIONS TO OBLIGATION OF MERGE Clause in Contracts

CONDITIONS TO OBLIGATION OF MERGE. The obligation of Merge and Acquisition Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction, or waiver, in Merge’s sole discretion, at or prior to Closing, of each of the following conditions: (a) There being no material adverse change in the Company’s business, operations or prospects. (b) There being no uncovered material adjustments in the Company’s 2003 financial performance (revenues and net income) or the Company’s year to date 2004. (c) There being no uncovered material changes in the Company’s balance sheet between the date hereof and the Closing Date, including but not limited to Accounts Receivable collections, increases in debt other than debt to finance working capital needs, and the like. (d) The Company obtaining all required consents to change in control of the Company and assignment as it relates to all client, product, licensing, service and asset Contracts of the Company as set forth on SCHEDULE 3.3. (e) Merge securing employment agreements with those employees of the Company set forth on the schedule previously delivered by Merge to the Company at a compensation level consistent with similarly situated employees of Merge. (f) Merge shall have satisfied itself that all employees of the Company have executed confidentiality and employee invention agreements in form satisfactory to Merge consistent with Merge’s current form of agreement. (g) At the Closing, the Principal Shareholder or the Company, as the case may be, shall deliver to Merge the following agreements, instruments or documents (collectively the “Closing Documents”): (1) Certified Articles and Bylaws. (2) Certificate of Chief Executive Officer of the Company as to representations and warranties. (3) Certificate of the Principal Shareholder as to representations and warranties. (4) Certificate of Merger for filing in Nevada. (5) Good Standing Certificates from the Secretaries of State of Nevada and California. (6) A consent from the Company’s independent accountants to include the Company’s financial statements with any and all filing by Merge after the Closing. (7) The Consulting Agreement with Principal Shareholder. (8) Certified resolutions of the Board of Directors and the Shareholders of the Company, approving the merger and other transactions contemplated herein. (9) a certificate executed by the Company and the Principal Shareholder, dated as of the Closing Date, to the effect that each of the conditions specified above, are satisfied in all respects; (10) the Company shall have delivered to Merge an opinion of counsel dated as of the Closing Date from Xxxxxx Xxxxxxx & Xxxxxx LLP, with respect to the matters set forth in EXHIBIT D attached hereto; (h) the representations and warranties of the Company and the Principal Shareholder set forth in this Agreement will, individually and collectively, be true and correct in all material respects at and as of the Closing Date and such parties shall have delivered a certificate to such effect; (i) the Company and the Principal Shareholder will have performed and complied with all of their covenants and obligations hereunder in all material respects through the Closing Date; (j) there will not be any action, suit or proceeding pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be interfered with, prevented, delayed or rescinded following consummation, (iii) affect materially and adversely the right of Merge following the Closing Date to control the Company as survivor of the merger with Acquisition Sub or (iv) affect materially and adversely, including through the imposition of any divestiture requirement, the right of the Company to own its assets or to operate its business as presently operated and as presently proposed to be operated (and no such injunction, judgment, order, decree, ruling or charge will be in effect); (k) there must not have been made or threatened by any Person other than as disclosed on the stock transfer records of the Company, any claim asserting that such Person (i) is the holder or the beneficial owner of or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other equity, voting or ownership interest in, the Company, or (ii) is entitled to all or any portion of the Merger Consideration payable for any Shares if the amount in controversy exceeds $25,000; (l) all actions to be taken by the Company and the Principal Shareholder in connection with consummation of the transactions contemplated by this Agreement, and all certificates, instruments and other documents required to effect the transactions contemplated hereby and thereby, will be reasonably satisfactory in form and substance to Merge; (m) holders of no more than five percent (5%) of the outstanding Shares shall have exercised dissenters’ rights under the Nevada Statute and not waived such rights prior to Closing; (n) all outstanding options and warrants for Shares (other than in the Voting Agreement) shall have been resolved in a manner reasonably satisfactory to Merge; (o) that certain Consulting Arrangement between the Company and Health Care Technology Group dated January 28, 2004 shall have been terminated on or before December 15, 2004; and (p) the Company shall have entered into a consulting or similar agreement with Xxxx Xxxxxxx covering the period since expiration of his prior agreement with the Company on the same terms and conditions as such prior agreement.

CONDITIONS TO OBLIGATION OF MERGE. The obligation of Merge and Acquisition Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction, or waiver, in Merge’s 's sole discretion, at or prior to Closing, of each of the following conditions: (a) There being no material adverse change in the Company’s 's business, operations or prospects. (b) There being no uncovered material adjustments in the Company’s 's 2003 financial performance (revenues and net income) or the Company’s 's year to date 2004. (c) There being no uncovered material changes in the Company’s 's balance sheet between the date hereof and the Closing Date, including but not limited to Accounts Receivable collections, increases in debt other than debt to finance working capital needs, and the like. (d) The Company obtaining all required consents to change in control of the Company and assignment as it relates to all client, product, licensing, service and asset Contracts of the Company as set forth on SCHEDULE 3.3. (e) Merge securing employment agreements with those employees of the Company set forth on the schedule previously delivered by Merge to the Company at a compensation level consistent with similarly situated employees of Merge. (f) Merge shall have satisfied itself that all employees of the Company have executed confidentiality and employee invention agreements in form satisfactory to Merge consistent with Merge’s 's current form of agreement. (g) At the Closing, the Principal Shareholder or the Company, as the case may be, shall deliver to Merge the following agreements, instruments or documents (collectively the “"Closing Documents”"): (1) Certified Articles and Bylaws. (2) Certificate of Chief Executive Officer of the Company as to representations and warranties. (3) Certificate of the Principal Shareholder as to representations and warranties. (4) Certificate of Merger for filing in Nevada. (5) Good Standing Certificates from the Secretaries of State of Nevada and California. (6) A consent from the Company’s independent accountants to include the Company’s financial statements with any and all filing by Merge after the Closing. (7) The Consulting Agreement with Principal Shareholder. (8) Certified resolutions of the Board of Directors and the Shareholders of the Company, approving the merger and other transactions contemplated herein. (9) a certificate executed by the Company and the Principal Shareholder, dated as of the Closing Date, to the effect that each of the conditions specified above, are satisfied in all respects; (10) the Company shall have delivered to Merge an opinion of counsel dated as of the Closing Date from Xxxxxx Xxxxxxx & Xxxxxx LLP, with respect to the matters set forth in EXHIBIT D attached hereto; (h) the representations and warranties of the Company and the Principal Shareholder set forth in this Agreement will, individually and collectively, be true and correct in all material respects at and as of the Closing Date and such parties shall have delivered a certificate to such effect; (i) the Company and the Principal Shareholder will have performed and complied with all of their covenants and obligations hereunder in all material respects through the Closing Date; (j) there will not be any action, suit or proceeding pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be interfered with, prevented, delayed or rescinded following consummation, (iii) affect materially and adversely the right of Merge following the Closing Date to control the Company as survivor of the merger with Acquisition Sub or (iv) affect materially and adversely, including through the imposition of any divestiture requirement, the right of the Company to own its assets or to operate its business as presently operated and as presently proposed to be operated (and no such injunction, judgment, order, decree, ruling or charge will be in effect); (k) there must not have been made or threatened by any Person other than as disclosed on the stock transfer records of the Company, any claim asserting that such Person (i) is the holder or the beneficial owner of or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other equity, voting or ownership interest in, the Company, or (ii) is entitled to all or any portion of the Merger Consideration payable for any Shares if the amount in controversy exceeds $25,000; (l) all actions to be taken by the Company and the Principal Shareholder in connection with consummation of the transactions contemplated by this Agreement, and all certificates, instruments and other documents required to effect the transactions contemplated hereby and thereby, will be reasonably satisfactory in form and substance to Merge; (m) holders of no more than five percent (5%) of the outstanding Shares shall have exercised dissenters’ rights under the Nevada Statute and not waived such rights prior to Closing; (n) all outstanding options and warrants for Shares (other than in the Voting Agreement) shall have been resolved in a manner reasonably satisfactory to Merge; (o) that certain Consulting Arrangement between the Company and Health Care Technology Group dated January 28, 2004 shall have been terminated on or before December 15, 2004; and (p) the Company shall have entered into a consulting or similar agreement with Xxxx Xxxxxxx covering the period since expiration of his prior agreement with the Company on the same terms and conditions as such prior agreement.

CONDITIONS TO OBLIGATION OF MERGE. The obligation of Merge and Acquisition Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction, or waiver, in Merge’s 's sole discretion, at or prior to Closing, of each of the following conditions: (a) There being no material adverse change in the Company’s 's business, operations or prospects. (b) There being no uncovered material adjustments in the Company’s 's 2003 financial performance (revenues and net income) or the Company’s 's year to date 2004. (c) There being no uncovered material changes in the Company’s 's balance sheet between the date hereof and the Closing Date, including but not limited to Accounts Receivable collections, increases in debt other than debt to finance working capital needs, and the like. (d) The Company obtaining all required consents to change in control of the Company and assignment as it relates to all client, product, licensing, service and asset Contracts of the Company as set forth on SCHEDULE 3.3. (e) Merge securing employment agreements with those employees of the Company set forth on the schedule previously delivered by Merge to the Company at a compensation level consistent with similarly situated employees of Merge. (f) Merge shall have satisfied itself that all employees of the Company have executed confidentiality and employee invention agreements in form satisfactory to Merge consistent with Merge’s 's current form of agreement. (g) At the Closing, the Principal Shareholder or the Company, as the case may be, shall deliver to Merge the following agreements, instruments or documents (collectively the “"Closing Documents”"): (1) Certified Articles and Bylaws. (2) Certificate of Chief Executive Officer of the Company as to representations and warranties. (3) Certificate of the Principal Shareholder as to representations and warranties. (4) Certificate of Merger for filing in Nevada. (5) Good Standing Certificates from the Secretaries of State of Nevada and California. (6) A consent from the Company’s 's independent accountants to include the Company’s 's financial statements with any and all filing by Merge after the Closing. (7) The Consulting Agreement with Principal Shareholder. (8) Certified resolutions of the Board of Directors and the Shareholders of the Company, approving the merger and other transactions contemplated herein. (9) a certificate executed by the Company and the Principal Shareholder, dated as of the Closing Date, to the effect that each of the conditions specified above, are satisfied in all respects; (10) the Company shall have delivered to Merge an opinion of counsel dated as of the Closing Date from Xxxxxx Xxxxxxx & Xxxxxx LLP, with respect to the matters set forth in EXHIBIT D attached hereto; (h) the representations and warranties of the Company and the Principal Shareholder set forth in this Agreement will, individually and collectively, be true and correct in all material respects at and as of the Closing Date and such parties shall have delivered a certificate to such effect; (i) the Company and the Principal Shareholder will have performed and complied with all of their covenants and obligations hereunder in all material respects through the Closing Date; (j) there will not be any action, suit or proceeding pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be interfered with, prevented, delayed or rescinded following consummation, (iii) affect materially and adversely the right of Merge following the Closing Date to control the Company as survivor of the merger with Acquisition Sub or (iv) affect materially and adversely, including through the imposition of any divestiture requirement, the right of the Company to own its assets or to operate its business as presently operated and as presently proposed to be operated (and no such injunction, judgment, order, decree, ruling or charge will be in effect); (k) there must not have been made or threatened by any Person other than as disclosed on the stock transfer records of the Company, any claim asserting that such Person (i) is the holder or the beneficial owner of or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other equity, voting or ownership interest in, the Company, or (ii) is entitled to all or any portion of the Merger Consideration payable for any Shares if the amount in controversy exceeds $25,000; (l) all actions to be taken by the Company and the Principal Shareholder in connection with consummation of the transactions contemplated by this Agreement, and all certificates, instruments and other documents required to effect the transactions contemplated hereby and thereby, will be reasonably satisfactory in form and substance to Merge; (m) holders of no more than five percent (5%) of the outstanding Shares shall have exercised dissenters’ rights under the Nevada Statute and not waived such rights prior to Closing; (n) all outstanding options and warrants for Shares (other than in the Voting Agreement) shall have been resolved in a manner reasonably satisfactory to Merge; (o) that certain Consulting Arrangement between the Company and Health Care Technology Group dated January 28, 2004 shall have been terminated on or before December 15, 2004; and (p) the Company shall have entered into a consulting or similar agreement with Xxxx Xxxxxxx covering the period since expiration of his prior agreement with the Company on the same terms and conditions as such prior agreement.