Common use of Conditions to Obligation of PentaStar Clause in Contracts

Conditions to Obligation of PentaStar. The obligation of PentaStar to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions: (i) The Shareholders' representations and warranties shall be correct and complete at and as of the Closing Date and the Closing, and (ii) the Shareholders shall have delivered to PentaStar documents (in form and substance satisfactory to PentaStar) evidencing completion of the DSS-Net Contribution and (iii) any written notices delivered to PentaStar pursuant to Section 4.4 and the subject matter thereof shall be satisfactory to PentaStar; (b) the Shareholders shall have performed and complied with all of their covenants hereunder through the Closing; (c) the Shareholders shall have given, or shall have caused the Company to give, all notices and shall have procured, or shall have caused the Company to procure, all of the third-party consents, authorizations and approvals required to consummate the transactions contemplated by this Agreement, including the Transaction, all in form and substance reasonably satisfactory to PentaStar; (d) no action, suit or proceeding shall be pending or threatened before any Governmental Authority or any other Person wherein an unfavorable Order 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transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Acquiror to own the Acquired Assets and conduct the acquired business, and no such Order shall be in effect; (e) there shall have been no adverse change in the Company, the Acquired Assets or the Company's business between the date of execution of this Agreement and the Closing; (f) the Shareholders shall have delivered to PentaStar (i) a certificate to the effect that each of the conditions specified above in Sections 6.1(a) through (e) is satisfied in all respects and (ii) a good standing certificate, dated within 10 days of the Closing, from the Secretary of State of the State of the Company's jurisdiction of incorporation and each other state in which the Company is qualified or authorized to do business as a foreign corporation; (g) the Other Seller Agreements shall have been executed and delivered by the parties thereto other than PentaStar and the Acquiror; (h) PentaStar and the Acquiror shall have received from counsel to the Shareholders an opinion in form and substance as set forth in Exhibit 6.1(h) addressed to PentaStar and the Acquiror and dated as of the Closing; (i) PentaStar shall have completed its due diligence with respect to the Company with results satisfactory to PentaStar; (j) [RESERVED]; (k) financing necessary for the consummation of the transactions contemplated hereby and the operation of the acquired business shall be available to the Acquiror on terms and conditions satisfactory to PentaStar; (l) PentaStar shall have received from the Shareholders UCC, lien, litigation, judgment and bankruptcy searches with respect to the Company and DSS-Net and evidence of the termination of all Encumbrances filed against the Company, DSS-Net or any Acquired Assets; (m) PentaStar shall have received the resignations, effective as of the Closing, of each director and officer of the Company; (n) stock certificates representing the Shares duly endorsed in blank or accompanied by stock powers duly executed in blank, shall have been delivered by the Shareholders to PentaStar; (o) the Shareholders shall have delivered to PentaStar possession and control of the Company and the Acquired Assets, including, without limitation, all stock certificate books, minute books, corporate seals, and all other corporate and financial records of the Company; and (p) the Shareholders shall have delivered, or caused the Company to deliver, to PentaStar such other instruments, certificates and documents as are reasonably requested by PentaStar in order to consummate the transactions contemplated by this Agreement, all in form and substance reasonably satisfactory to PentaStar. PentaStar may waive any condition specified in this Section 6.1 at or prior to the Closing.

Conditions to Obligation of PentaStar. The obligation of PentaStar to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions: (ia) The Shareholders' each Shareholder's representations and warranties shall be correct and complete at and as of the Closing Date and the Closing, and (ii) the Shareholders shall have delivered to PentaStar documents (in form and substance satisfactory to PentaStar) evidencing completion of the DSS-Net Contribution and (iii) any written notices delivered to PentaStar pursuant to Section 4.4 and the subject matter thereof shall be satisfactory to PentaStar; (b) the Shareholders shall have performed and complied with all of their covenants hereunder through the Closing; (c) the Shareholders shall have given, or shall have caused the Company to give, all notices and shall have procured, or shall have caused the Company to procure, all of the third-party consents, authorizations and approvals required to consummate the transactions contemplated by this Agreement, including the Transaction, all in form and substance reasonably satisfactory to PentaStar; (d) no action, suit or proceeding shall be pending or threatened before any Governmental Authority or any other Person wherein an unfavorable Order 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 or (iii) affect adversely the right of the Acquiror to own the Acquired Assets and conduct the acquired business, and no such Order shall be in effect; (e) there shall have been no adverse change in the Company, the Acquired Assets or the Company's business between the date of execution of this Agreement and the Closing; (f) the Shareholders shall have delivered to PentaStar (i) a certificate to the effect that each of the conditions specified above in Sections 6.1(a) through (e) is satisfied in all respects and (ii) a good standing certificate, dated within 10 days of the Closing, from the Secretary of State of the State of the Company's jurisdiction of incorporation and each other state in which the Company is qualified or authorized to do business as a foreign corporation; (g) the Other Seller Agreements shall have been executed and delivered by the parties thereto other than PentaStar and the Acquiror; (h) PentaStar and the Acquiror shall have received from counsel to the Shareholders an opinion in form and substance as set forth in Exhibit 6.1(h) addressed to PentaStar and the Acquiror and dated as of the Closing; (i) PentaStar shall have completed its due diligence with respect to the Company with results satisfactory to PentaStar; (j) [RESERVED]the owners of the real property underlying the Premises leases, and each Person having an Encumbrance on such property, shall have executed and delivered estoppel, nondisturbance and landlord waiver agreements relating thereto satisfactory to PentaStar; (k) financing necessary for the consummation of the transactions contemplated hereby and the operation of the acquired business shall be available to the Acquiror on terms and conditions satisfactory to PentaStar; (l) PentaStar shall have received from the Shareholders UCC, lien, litigation, litigation and judgment and bankruptcy searches with respect to the Company and DSS-Net and evidence of the termination of all Encumbrances filed against the Company, DSS-Net Company or any Acquired Assets; (m) PentaStar shall have received the resignations, effective as of the Closing, of each director and officer of the Company; (n) stock certificates representing the Shares duly endorsed in blank or accompanied by stock powers duly executed in blank, shall have been delivered by the Shareholders to PentaStar; (o) the Shareholders shall have delivered to PentaStar possession and control of the Company and the Acquired Assets, including, without limitation, all stock certificate books, minute books, corporate seals, and all other corporate and financial records of the Company; and (p) the Shareholders shall have delivered, or caused the Company to deliver, to PentaStar such other instruments, certificates and documents as are reasonably requested by PentaStar in order to consummate the transactions contemplated by this Agreement, all in form and substance reasonably satisfactory to PentaStar. PentaStar may waive any condition specified in this Section 6.1 at or prior to the Closing.

Conditions to Obligation of PentaStar. The obligation of PentaStar to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions: (ia) The Shareholders' each Shareholder's representations and warranties shall be correct and complete at and as of the Closing Date and the Closing, and (ii) the Shareholders shall have delivered to PentaStar documents (in form and substance satisfactory to PentaStar) evidencing completion of the DSS-Net Contribution and (iii) any written notices delivered to PentaStar pursuant to Section 4.4 and the subject matter thereof shall be satisfactory to PentaStar; (b) the Shareholders shall have performed and complied with all of their covenants hereunder through the Closing; (c) the Shareholders shall have given, or shall have caused the Company to give, all notices and shall have procured, or shall have caused the Company to procure, all of the third-party consents, authorizations and approvals required to consummate the transactions contemplated by this Agreement, including the Transaction, all in form and substance reasonably satisfactory to PentaStar; (d) no action, suit or proceeding shall be pending or threatened before any Governmental Authority or any other Person wherein an unfavorable Order has been sought which 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 or (iii) affect adversely the right of the Acquiror to own the Acquired Assets and conduct the acquired businessCompany's business represented by the Retained Operations, and no such Order shall be in effect; (e) there shall have been no adverse change in the Company, the Acquired Assets or the Company's business between the date of execution of this Agreement and the Closing[RESERVED]; (f) the Shareholders shall have delivered to PentaStar (i) a certificate to the effect that each of the conditions specified above in Sections 6.1(a) through (e) is satisfied in all respects and respects, (ii) the certified copy of the Company's articles of incorporation specified in Section 3.1(a) and a good standing certificate, dated within 10 days of the Closing, from the Secretary of State of the State of the Company's jurisdiction of incorporation and each other state in which the Company is qualified or authorized to do business as a foreign corporation, and (iii) a Tax Clearance Certificate issued by the State of Missouri for use by PentaStar in connection with the merger of the Company into the Acquiror, (iv) a certificate executed by the secretary or other authorized officer of the Company certifying as to the adoption, and continuing effectiveness, of resolutions of the board of directors and shareholders of the Company approving the execution, delivery and performance by the Company of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, and (v) a copy of the executed documents pursuant to which the Excluded Assets and related Liabilities were distributed out of the Company prior to the Closing; (g) the Other Seller Agreements shall have been executed and delivered by the parties thereto other than PentaStar and the AcquirorPentaStar; (h) PentaStar and the Acquiror shall have received from counsel to the Shareholders an opinion in form and substance as set forth in Exhibit 6.1(h) addressed to PentaStar and the Acquiror and dated as of the Closing; (i) PentaStar shall have completed its due diligence with respect to the Company with results satisfactory to PentaStar; (j) [RESERVED]; (k) financing necessary for the consummation of the transactions contemplated hereby and the operation of the acquired business Retained Operations shall be available to the Acquiror on terms and conditions satisfactory to PentaStar; (lk) PentaStar shall have received from the Shareholders (i) UCC, lien, litigation, litigation and judgment and bankruptcy searches with respect to the Company and DSS-Net and evidence of the termination of all Encumbrances filed against the Company, DSS-Net Company or any Acquired AssetsAssets and (ii) the release contemplated by Section 3.1(s); (ml) PentaStar shall have received the resignations, effective as of the Closing, of each director and officer of the Company; (nm) stock certificates representing the Shares duly endorsed in blank or accompanied by stock powers duly executed in blank, shall have been delivered by the Shareholders to PentaStar; (on) the Shareholders shall have delivered to PentaStar possession and control of the Company and the Acquired Assets, including, without limitation, all stock certificate books, minute books, corporate seals, and all other corporate and financial records of the CompanyCompany (except for records relating to the Excluded Operations); and (po) the Shareholders shall have delivered, or caused the Company to deliver, to PentaStar such other instruments, certificates and documents as are reasonably requested by PentaStar in order to consummate the transactions contemplated by this Agreement, all in form and substance reasonably satisfactory to PentaStar. PentaStar may waive any condition specified in this Section 6.1 at or prior to the Closing.

Conditions to Obligation of PentaStar. The obligation of PentaStar to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions: (ia) The the Shareholders' representations and warranties shall be correct and complete at and as of the Closing Date and the Closing, and (ii) the Shareholders shall have delivered to PentaStar documents (in form and substance satisfactory to PentaStar) evidencing completion of the DSS-Net Contribution and (iii) any written notices delivered to PentaStar pursuant to Section 4.4 and the subject matter thereof shall be satisfactory to PentaStar; (b) the Shareholders shall have performed and complied with all of their covenants hereunder through the Closing; (c) the Shareholders shall have given, or shall have caused the Company to give, all notices and shall have procured, or shall have caused the Company to procure, all of the third-party consents, authorizations and approvals required to consummate the transactions contemplated by this Agreement, including the Transaction, all in form and substance reasonably satisfactory to PentaStar;; xxxvi (d) no action, suit or proceeding shall be pending or threatened before any Governmental Authority or any other Person wherein an unfavorable Order has been sought which 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 or (iii) affect adversely the right of the Acquiror to own the Acquired Assets and conduct the acquired business, and no such Order shall be in effect; (e) there shall have been no adverse change in the Company, the Acquired Assets or the Company's business between the date of execution of this Agreement and the Closing; (f) the Shareholders shall have delivered to PentaStar (i) a certificate to the effect that each of the conditions specified above in Sections 6.1(a) through (e) is satisfied in all respects and (ii) a good standing certificate, dated within 10 days of the Closing, from the Secretary of State of the State of the Company's jurisdiction of incorporation and each other state in which the Company is qualified or authorized to do business as a foreign corporation; (g) the Other Seller Agreements shall have been executed and delivered by the parties thereto other than PentaStar and the Acquiror; (h) PentaStar and the Acquiror shall have received from counsel to the Shareholders an opinion in form and substance as set forth in Exhibit 6.1(h) addressed to PentaStar and the Acquiror and dated as of the Closing; (i) PentaStar shall have completed its due diligence with respect to the Company with results satisfactory to PentaStar; (j) [RESERVED]; (k) financing necessary for the consummation of the transactions contemplated hereby and the operation of the acquired business shall be available to the Acquiror on terms and conditions satisfactory to PentaStar; (l) PentaStar shall have received from the Shareholders UCC, lien, litigation, judgment and bankruptcy searches with respect to the Company and DSS-Net and evidence of the termination of all Encumbrances filed against the Company, DSS-Net or any Acquired Assets; (m) PentaStar shall have received the resignations, effective as of the Closing, of each director and officer of the Company; (n) stock certificates representing the Shares duly endorsed in blank or accompanied by stock powers duly executed in blank, shall have been delivered by the Shareholders to PentaStar; (o) the Shareholders shall have delivered to PentaStar possession and control of the Company and the Acquired Assets, including, without limitation, all stock certificate books, minute books, corporate seals, and all other corporate and financial records of the Company; and (p) the Shareholders shall have delivered, or caused the Company to deliver, to PentaStar such other instruments, certificates and documents as are reasonably requested by PentaStar in order to consummate the transactions contemplated by this Agreement, all in form and substance reasonably satisfactory to PentaStar. PentaStar may waive any condition specified in this Section 6.1 at or prior to the Closing.

Conditions to Obligation of PentaStar. The obligation of PentaStar to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions: (ia) The Shareholders' the Company's representations and warranties shall be correct and complete at and as of the Closing Effective Date and the Closing, Closing and (ii) the Shareholders shall have delivered to PentaStar documents (in form and substance satisfactory to PentaStar) evidencing completion of the DSS-Net Contribution and (iii) any written notices delivered to PentaStar pursuant to Section 4.4 and the subject matter thereof shall be satisfactory to PentaStar; (b) the Shareholders Company shall have performed and complied with all of their covenants hereunder through the Closing; (c) the Shareholders Required Vote shall have given, or been obtained and the Company shall have caused the Company to give, given all notices and shall have procured, or shall have caused the Company to procure, procured all of the third-third party consents, authorizations and approvals (including, without limitation, the Specified Consents and with respect to BellSouth and the other service providers for whom the Company acts as an agent) required to consummate the transactions contemplated by this Agreement, including the Transaction, all in form and substance reasonably satisfactory to PentaStar; (d) no action, suit or proceeding shall be pending or threatened before any Governmental Authority or any other Person wherein an unfavorable Order 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 or (iii) affect adversely the right of the Acquiror to own the Acquired Assets and conduct the acquired business, and no such Order shall be in effect; (e) there shall have been no adverse change in the CompanyDivision, the Acquired Assets or the Company's business Business between the date of execution of this Agreement and the Closing; (f) the Shareholders Company shall have delivered to PentaStar (i) a certificate to the effect that each of the conditions specified above in Sections 6.1(a) through (e) is satisfied in all respects respects, (ii) a certificate as to the adoption of resolutions by the board of directors and shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Other Seller Agreements and the consummation of the transactions contemplated hereby and thereby and (iiiii) a good standing certificate, dated 29 30 within 10 days of the Closing, from the Secretary of State of the State of the Company's jurisdiction of incorporation and each other state in which the Company is qualified or authorized to do business as a foreign corporation;. (g) the Company shall have caused the Other Seller Agreements shall to have been executed and delivered by the parties thereto other than PentaStar and the Acquiror; (h) PentaStar and the Acquiror shall have received from counsel to the Shareholders Company an opinion in form and substance as set forth in Exhibit 6.1(h) addressed to PentaStar and the Acquiror and dated as of the Closing; (i) PentaStar shall have completed its due diligence with respect to the Company Division, the business and the Acquired Assets, including, without limitation, the Initial Disclosure Exhibits/List and the Second Disclosure Exhibits/List, with results satisfactory to PentaStar; (j) [RESERVED]; (k) financing necessary for the consummation of the transactions contemplated hereby and the operation of the acquired business Business shall be available to the Acquiror PentaStar on terms and conditions satisfactory to PentaStarit; (lk) PentaStar shall have received from the Shareholders UCC, lien, litigation, judgment and bankruptcy searches with respect to the Company and DSS-Net and evidence owners of the termination of all Encumbrances filed against real property underlying the CompanyPremises leases, DSS-Net or any Acquired Assets; (m) PentaStar shall have received the resignations, effective as of the Closing, of and each director and officer of the Company; (n) stock certificates representing the Shares duly endorsed in blank or accompanied by stock powers duly executed in blankPerson having an Encumbrance on such property, shall have been executed and delivered by the Shareholders estoppel, nondisturbance and landlord waiver agreements relating thereto satisfactory to PentaStar; (o) the Shareholders shall have delivered to PentaStar possession and control of the Company and the Acquired Assets, including, without limitation, all stock certificate books, minute books, corporate seals, and all other corporate and financial records of the Company; and (p) the Shareholders shall have delivered, or caused the Company to deliver, to PentaStar such other instruments, certificates and documents as are reasonably requested by PentaStar in order to consummate the transactions contemplated by this Agreement, all in form and substance reasonably satisfactory to PentaStar. PentaStar may waive any condition specified in this Section 6.1 at or prior to the Closing.