Common use of Conditions to Obligation of Parent Clause in Contracts

Conditions to Obligation of Parent. The obligation of Parent to effect the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless the Parent shall waive such fulfillment: 6.2.1 This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, lessors, and stockholders) required by law to consummate the Transaction; 6.2.2 There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing; 6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if made as of such time; 6.2.6 Parent shall have received, on and as of the Closing Date, such closing documents and instruments as Parent shall reasonably request, in each case reasonably satisfactory in form and substance to Parent and its counsel; and 6.2.7 Parent shall have received from each Sub Shareholder and holder of Sub Warrants an executed consent agreement in the form agreed to by the parties. (All holders of Notes shall have converted their Notes to Sub Common Stock prior to Closing). 6.2.8 The Sub shall have received not less than $1.5 million aggregate principal amount in loans pursuant to the terms of section 3.2 (c and e) above.

Conditions to Obligation of Parent. The obligation of Parent to effect consummate the Transaction shall transactions to be performed by it in connection with the Closing is subject to the fulfillment at or prior to the Closing satisfaction of the following conditions, unless the Parent shall waive such fulfillment: 6.2.1 This Agreement and (a) the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, lessors, and stockholders) required by law to consummate the Transaction; 6.2.2 There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing; 6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub set forth in this Agreement SECTION 3.01 and SECTION 4 above shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if made as of such time; 6.2.6 Parent shall have received, on correct at and as of the Closing Date; (b) the Shareholders and Company shall have performed and materially complied with all of their covenants hereunder through the Closing, Shareholders and the Company shall have revoked all prior authorizations with respect to bank accounts and credit lines, and Shareholders and Company shall have revoked all powers of attorney; (c) no action, suit, or proceeding shall be pending 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 rescinded following consummation, (iii) affect adversely the right of Parent to own the Shareholder Stock and to control the Company, or (iv) affect adversely the right of the Company to own its assets and to operate its businesses (and no such closing injunction, judgment, order, decree, ruling, or charge shall be in effect); (d) the Shareholders shall have delivered to Parent a certificate to the effect that each of the conditions specified above in SUBSECTIONS (A) THROUGH (C) is satisfied in all material respects; (e) Shareholders shall have executed and delivered to Parent Noncompetition Agreements in the forms attached as Exhibit A; (f) Parent shall have received from counsel to the Shareholders an opinion in form and substance as set forth in Exhibit B attached hereto, addressed to the Parent, and dated as of the Closing Date; (g) Shareholders shall have obtained the execution of, and delivered to Parent a Spousal Consent in the form attached as Exhibit C; (h) Parent shall have received the resignations, effective as of the Closing, of each director and officer of the Company; (i) All necessary consents of and filings with any governmental authority relating to the consummation of the transactions contemplated herein shall have been obtained and made, including, without limitation, all consents for, and filings relating to, the transfer of any franchise agreements, licenses, permits necessary for or customary with the operation of the Business, and no action or proceeding shall have been instituted or threatened to restrain or prohibit the consummation of the transaction contemplated herein, and no governmental authority or body shall have taken any other action or made any request of Subsidiary or Parent as a result of which Subsidiary or Parent deems it inadvisable to proceed with the transactions hereunder; (j) Shareholders shall have delivered to Parent an instrument dated the Closing Date releasing Company from any and all claims of Shareholders against Company arising prior to Closing; (k) Parent, through its authorized representatives, must have completed a satisfactory due diligence review of Company and the Business, including, without limitation, the compliance with federal, state and local laws and regulations governing the respective operations of Company and the Business; and (l) Shareholders and Company shall have taken all such further actions, and delivered to Parent all such further instruments, certificates, and other documents and instruments as Parent shall reasonably requestrequest in writing (such request being received at least two days (2) prior to the Closing Date) to fully evidence or effect the transactions contemplated by this Agreement. All actions to be taken by Shareholders and Company in connection with consummation of the transactions contemplated hereby and all instruments, in each case certificates, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Parent. Parent and its counsel; and 6.2.7 Parent shall have received from each Sub Shareholder and holder of Sub Warrants an executed consent agreement may waive any condition specified in the form agreed to by the parties. (All holders of Notes shall have converted their Notes to Sub Common Stock this SECTION 7.01 if it executes a writing so stating at or prior to the Closing). 6.2.8 The Sub shall have received not less than $1.5 million aggregate principal amount in loans pursuant to the terms of section 3.2 (c and e) above.

Conditions to Obligation of Parent. The obligation of Parent to effect the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless the Parent shall waive such fulfillment: 6.2.1 This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, lessors, and stockholders) required by law to consummate the Transaction; 6.2.2 There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub and the Shareholders shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing; 6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub and the Shareholders set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if made as of such time; 6.2.6 Parent shall have received, on and as of the Closing Date, such closing documents and instruments as Parent shall reasonably request, in each case reasonably satisfactory in form and substance to Parent and its counsel; and 6.2.7 Parent shall have received from each Sub Shareholder received, free and holder clear of Sub Warrants an executed consent agreement in all liens, pledges or encumbrances, all of the form agreed to by issued and outstanding shares of the parties. (All holders capital stock of Notes shall have converted their Notes to Sub Common Stock prior to Closing)Sub. 6.2.8 The Sub All of the bills to Parent of the vendors set forth on Schedule 6.2.8 shall have received been paid in full. 6.2.9 At Closing Parent shall receive financing in an amount not less than $1.5 million aggregate principal amount 200,000 and Parent shall have (a) entered into a Consulting Agreement with Feigenbaum in loans the form set forth as Xxxxxxx X attached hereto (the "Consulting Agreement"), (b) paid to Feigenbaum the entire $100,000 conxxxxxxx xxe payable to Marvin Feigenbaum pursuant to thx xxxxx xxxxxxxx of Section 4 of the terms Consulting Agreement and (c) obtained and have in full force and effect, the officers and directors errors and omissions liability policy covering officers and directors of section 3.2 (c and ethe Parent required under Section 4(a) aboveof the Consulting Agreement.

Conditions to Obligation of Parent. The obligation of Parent to effect consummate the Transaction shall transactions that are to be consummated at the Closing is subject to the fulfillment at or prior to satisfaction, as of the Closing Date, of the following conditions, unless the further conditions (any of which may be waived by Parent shall waive such fulfillment:in whole or in part): 6.2.1 This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders a) (i) Each of debt securities, lessors, and stockholders) required by law to consummate the Transaction; 6.2.2 There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing; 6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub set forth in this Agreement Company Fundamental Representations shall be true in all material respects and correct (other than de minimis exceptions) as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if though made as of such time; 6.2.6 Parent shall have received, on and as of the Closing DateDate (except to the extent in either case that such Company Fundamental Representations speak as of another date); and each of the remaining representations and warranties of the Company set forth in Article IV that are qualified as to a Company Material Adverse Effect shall be true and correct (as so qualified) and each of the remaining representations and warranties of the Company set forth in Article IV that are not so qualified shall be true and correct in all respects, such closing documents except where the failure to be so true and instruments as Parent shall correct, individually or in the aggregate does not and would not reasonably requestbe expected to have a Company Material Adverse Effect, in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date). (b) The Company shall, and shall have caused the Target Companies to, have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by the Company at or prior to the Closing Date. (c) Since the date of this Agreement, no Company Material Adverse Effect shall have occurred. (d) The Contribution Agreements, executed by the parties thereto, shall continue to be in full force and effect as of the Closing and shall not otherwise have been repudiated by a party thereto. (e) The Support Agreements, executed by the parties thereto, shall continue to be in full force and effect as of the Closing and shall not otherwise have been repudiated by a party thereto. (f) The Non-Competition and Non-Solicitation Agreements, executed by the parties thereto, shall continue to be in full force and effect as of the Closing and shall not otherwise have been repudiated by a party thereto. (g) The Stockholder Approval shall have been duly obtained. (h) The Company shall have delivered, or cause to be delivered, to Parent the following: (i) the Certificate of Merger, duly executed by the Company; (ii) a certificate signed by the Company certifying that each of the conditions specified in subsections (a), (b) and (c) of this Section 7.02 have been satisfied; (iii) evidence reasonably satisfactory in form and substance to Parent that the Liens identified as to be terminated at the Closing set forth on Section 4.08 of the Disclosure Schedule shall have been released (or committed to be released pursuant to payoff letters reasonably satisfactory to Parent) and completed copies of UCC-3 termination statements related to such Liens shall have been filed (or committed to be filed pursuant to payoff letters reasonably satisfactory to Parent); (iv) resignations, effective as of the Closing Date, of each manager (if applicable), director (if applicable) and officer of each Target Company, in each case, as identified on Schedule 7.02(h)(iv); (v) a certificate of good standing or existence of each Target Company issued as of a date not more than 10 days prior to the Closing Date by the appropriate Governmental Entity (e.g., Secretary of State) of its counseljurisdiction of formation or incorporation; (vi) a certificate of the Secretary of the Company certifying, (A) as complete, accurate and in effect as of the Closing, (1) attached copies of the Company’s Organizational Documents, as applicable, and (2) all requisite resolutions or actions of the Board of Directors approving the execution and delivery of this Agreement, the other Collateral Agreements and the consummation of the Contemplated Transactions, and (B) as to the incumbency and signatures of the officers of the Company executing any document, certificate or instrument relating to the Contemplated Transactions; (vii) (A) a properly completed and duly executed Internal Revenue Service Form W-9 of the Company and (B) a certificate pursuant to Treasury Regulations section 1.1445-2(c)(3) and 1.897-2(h) (including, for the avoidance, a notification cover letter to submit to the Internal Revenue Service in accordance with Applicable Law) stating that the Company is not nor has it been a U.S. real property holding corporation (as defined in section 897(c)(2) of the Code) during the applicable period specified in section 897(c) of the Code; (viii) the Allocation Schedule; (ix) the Estimated Closing Statement; (x) the Escrow Agreement, executed by the Stockholder Representative and the Escrow Agent; (xi) evidence reasonably satisfactory to Parent that the Management Consulting Agreement, dated as of May 18, 2012, as it has been amended from time to time, by and between Glenbrook Consumer Partners, L.L.C., a Delaware limited liability company, and the Company has been terminated; (xii) a proceeds direction letter, in a form reasonably acceptable to Parent, from each individual listed on Schedule 7.02(h)(xii) with respect to the payment to Parent TopCo of the reinvestment amounts set forth opposite such individual’s name therein, together with an executed subscription agreement and stockholders agreement, in a form reasonably acceptable to Parent, pursuant to such individual agrees to purchase such number of shares of Parent TopCo Common Stock having an aggregate value equal to such individual’s reinvestment amount as of the Closing; (xiii) evidence reasonably satisfactory to Parent that any and all agreements between the Company and Banker, other than the indemnity obligations set forth in the Banker Letter Agreement, have been terminated effective as of the Closing. (xiv) evidence reasonably satisfactory to Parent that Liens related to UCC-1 Financing Statement #20150561182 filed with the DE Secretary of State, with the Company as debtor and Web Bank as secured party, shall have been released and the UCC-1 Financing Statement #20150561182 has been terminated; and 6.2.7 Parent shall have received (xv) a consent to a change of control in a form reasonably acceptable to Parent, from each Sub Shareholder and holder of Sub Warrants an executed consent agreement the counterparty to the agreements set forth in the form agreed to by the parties. (All holders of Notes shall have converted their Notes to Sub Common Stock prior to ClosingSchedule 7.02(h)(xv). 6.2.8 The Sub shall have received not less than $1.5 million aggregate principal amount in loans pursuant to the terms of section 3.2 (c and e) above.

Conditions to Obligation of Parent. The obligation of Parent to effect consummate the Transaction shall be Merger is subject to satisfaction or waiver by Parent of the fulfillment following conditions at or prior to the Closing of the following conditions, unless the Parent shall waive such fulfillmentDate: 6.2.1 This Agreement and (a) the Transaction Company shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, lessors, and stockholders) required by law to consummate the Transactionapprovalof the Company Stockholders; 6.2.2 There (b) the representations and warranties set forth in Article II above shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub shall have performed true and correct in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing; 6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if made as of such time; 6.2.6 Parent shall have received, on at and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall have been true and correct as of such closing documents date); (c) Company shall have performed and instruments complied with all of its covenants hereunder in all material respects through the Closing; (d) neither any statute, rule, regulation, order, stipulation or injunction (each an "ORDER") shall be enacted, promulgated, entered, enforced or deemed applicable to the Merger nor any other action shall have been taken by any Governmental Entity (1) which prohibits the consummation of the transactions contemplated by the Merger; (2) which prohibits Parent's ownership or operation of all or any material portion of its or Company's business or assets, or which compels Parent to dispose of or hold separate all or any material portion of Parent's or Company's business or assets as a result of the transactions contemplated by the Merger; (3) which makes the Merger illegal; (4) which imposes material limitations on the ability of Parent to consummate the Merger; or (5) which imposes any limitations on the ability of Parent effectively to control in any material respect the business or operations of Company; (e) Company shall reasonably request, in each case reasonably satisfactory in form and substance have delivered to Parent and its counsela certificate to the effect that each of the conditions specified above in Section 6.1(a) through (d) is satisfied in all respects; (f) the Digi Indebtedness shall have been satisfied; and 6.2.7 (g) holders of not more than $2,500,000 in value of shares of Company Common Stock (calculated based upon the average closing price per share of Parent Common Stock for the five trading day period ending on the last trading day prior to the Closing Date) shall have received from each Sub Shareholder exercised and holder not withdrawn dissenters' rights with respect to their shares. Subject to the provisions of Sub Warrants an executed consent agreement applicable law, Parent may waive, in the form agreed to by the parties. (All holders of Notes shall have converted their Notes to Sub Common Stock whole or in part, any condition specified in this Section 6.1 if Parent executes a writing so stating at or prior to the Closing). 6.2.8 The Sub shall have received not less than $1.5 million aggregate principal amount in loans pursuant to the terms of section 3.2 (c and e) above.