Common use of Conditions to Obligation of the Stockholders Clause in Contracts

Conditions to Obligation of the Stockholders. The obligation of each -------------------------------------------- Stockholder to consummate the transactions to be performed by him, her or it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in (S)3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) each of the Parent and the Transitory Subsidiary shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Parent shall have delivered to each of the Stockholders a certificate to the effect that each of the conditions specified above in (S)7(b)(i)-(iii) is satisfied in all respects; (v) the FCC shall have granted the Transfer of Control Application and such grant shall be in full force and effect, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated, and the Parties, the Company, and its Subsidiaries shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in (S)3(a)(ii), (S)3(b)(ii), and (S)4(c) above; (vi) the Parent and each of the Stockholders shall have entered into a Registration Rights Agreement in form and substance as set forth in Exhibit C attached hereto and the same shall be in full force and effect; (vii) each of the Stockholders shall have received from the Parent and the Transitory Subsidiary (A) a true, correct and complete copy of such Party's Amended and Restated Articles of Incorporation, certified by the secretary of state of Delaware, (B) a certificate of good-standing with respect to such Party issued by the secretary of state of Delaware not more than ten (10) business days prior to the Closing Date, (C) a copy of resolutions duly adopted by such Party's board of directors authorizing such Party to enter into this Agreement and consummate the transactions contemplated hereby, certified by the secretary or assistant secretary of such Party as being complete and correct and in full force and effect as of the Closing Date, and (D) an incumbency certificate dated as of the Closing Date with respect to the officer executing this Agreement on behalf of such Party; (viii) the transactions contemplated hereby shall have been approved by a majority of the Company's board of directors and by the Requisite Stockholders; and (ix) all actions to be taken by the Parent and the Transitory Subsidiary in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Requisite Stockholders. The Requisite Stockholders may waive any condition specified in this (S)7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Stockholders. The the Company to Effect ------------------------------------------------------------------- the Merger. Unless waived by the Company, the obligation of each -------------------------------------------- Stockholder the Members, the ---------- Seller and the Company to consummate 49 effect the transactions Merger shall be subject to be performed by him, her the fulfillment at or it in connection with prior to the Closing is subject to satisfaction of the following additional conditions: (ia) CenterPoint, Mergersub and each of the Other Founding Companies shall have performed in all material respects their agreements contained in this Agreement and each Other Agreement required to be performed on or prior to the Closing Date and the representations and warranties set forth of CenterPoint contained in (S)3(b) above this Agreement and each Other Agreement shall be true and correct in all material respects at on and as of the date made and on and as of the Closing DateDate as if made at and as of such date, and the Seller and the Company shall have received a certificate of the Chief Executive Officer or President of CenterPoint to that effect; (iib) no Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy shall have promulgated or formally proposed any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to the Seller of the Merger; (c) the Company shall have received an opinion from Xxxxxx Xxxxxx & Zavis, dated as of the Closing Date, containing the substantive opinions set forth in Exhibit 10.2(c), the final form of such opinion to be in form --------------- and substance reasonably acceptable to the Seller, the Company and the Members; (d) each of the Parent and the Transitory Subsidiary Members shall have performed and complied been afforded the opportunity to enter into a incentive compensation agreement (the "INCENTIVE COMPENSATION AGREEMENT") with all of its covenants hereunder CenterPoint substantially in all material respects through the Closing;form attached hereto as Exhibit 10.2(d); -------------- (iiie) 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 (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Parent CenterPoint shall have delivered to each of the Stockholders a certificate to the effect that each of the conditions specified above in (S)7(b)(i)-(iii) is satisfied in all respects; (v) the FCC shall have granted the Transfer of Control Application and such grant shall be in full force and effect, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated, Company and the PartiesMembers a certificate, the Company, and its Subsidiaries shall have received all other material authorizations, consents, and approvals dated as of governments and governmental agencies referred to in (S)3(a)(ii), (S)3(b)(ii), and (S)4(c) above; (vi) the Parent and each of the Stockholders shall have entered into a Registration Rights Agreement in form and substance as set forth in Exhibit C attached hereto and the same shall be in full force and effect; (vii) each of the Stockholders shall have received from the Parent and the Transitory Subsidiary (A) a true, correct and complete copy of such Party's Amended and Restated Articles of Incorporation, certified by the secretary of state of Delaware, (B) a certificate of good-standing with respect to such Party issued by the secretary of state of Delaware not more date no later than ten (10) business days prior to the Closing Date, (C) a copy of resolutions duly adopted by such Party's board of directors authorizing such Party to enter into this Agreement and consummate the transactions contemplated hereby, certified issued by the secretary or assistant secretary Delaware Secretary of such Party as being complete and correct and State, showing that CenterPoint is in full force and effect as good standing; (f) each of the Closing DateMembers, the partners, members and stockholders of the other Founding Companies who are to receive shares of CenterPoint Common Stock pursuant to the Other Agreements, and the other stockholders of CenterPoint other than those acquiring stock in the IPO shall have entered into an agreement (Dthe "STOCKHOLDERS AGREEMENT") substantially in the form attached hereto as Exhibit 10.2(f); --------------- (g) all conditions to the Other Mergers, on substantially the same terms as provided herein, shall have been satisfied or waived by the applicable party and the Company; (h) each of the Seller and the Members shall have been afforded the opportunity to review the executed employment agreement by and between CenterPoint and Xxxxxx X. Xxxxxx; and (i) the Company shall have received an incumbency certificate opinion of Xxxxxx Xxxxxx & Zavis, dated as of the Closing Date and based upon certain factual representations and assumptions that for federal income tax purposes there will be no gain or loss recognized with respect to the officer executing this Agreement on behalf CenterPoint Common Stock received for their Company Stock in the Merger pursuant to Section 351 of the Code, the final form of such Party; (viii) the transactions contemplated hereby shall have been approved by a majority of the Company's board of directors and by the Requisite Stockholders; and (ix) all actions opinion to be taken by the Parent and the Transitory Subsidiary in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance reasonably acceptable to the Requisite Company and the Stockholders. The Requisite Stockholders may waive any condition specified in this (S)7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Stockholders. The obligation of each -------------------------------------------- Stockholder the Stockholders to consummate the transactions to be performed by him, her or it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in (S)3(b) Section 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) each of the Parent and the Transitory Subsidiary Grace shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be 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 (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Parent Grace shall have delivered to each of the Stockholders a certificate to the effect that each of the conditions specified above in (S)7(b)(i)-(iiiSection 9(b)(i)-(iii) is satisfied in all respects; (v) the FCC shall have granted the Transfer of Control Application Company and such grant shall be in full force and effect, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated, and the Parties, the Company, and its Subsidiaries Grace shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in (S)3(a)(ii), (S)3(b)(ii), Section 4(c) and (S)4(cSection 6(c) above; (vi) the Parent and each of the Stockholders shall have entered into a Registration Rights Agreement received from counsel to Grace an opinion in form and substance as set forth in Exhibit C attached hereto hereto, addressed the Stockholders, and the same shall be in full force and effect; (vii) each of the Stockholders shall have received from the Parent and the Transitory Subsidiary (A) a true, correct and complete copy of such Party's Amended and Restated Articles of Incorporation, certified by the secretary of state of Delaware, (B) a certificate of good-standing with respect to such Party issued by the secretary of state of Delaware not more than ten (10) business days prior to the Closing Date, (C) a copy of resolutions duly adopted by such Party's board of directors authorizing such Party to enter into this Agreement and consummate the transactions contemplated hereby, certified by the secretary or assistant secretary of such Party as being complete and correct and in full force and effect dated as of the Closing Date, and (D) an incumbency certificate dated as of the Closing Date with respect to the officer executing this Agreement on behalf of such Party; (viii) the transactions contemplated hereby shall have been approved by a majority of the Company's board of directors and by the Requisite Stockholders; and (ixvii) all actions to be taken by the Parent and the Transitory Subsidiary Grace in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Requisite Stockholders. The Requisite Stockholders may waive any condition specified in this (S)7(bSection 9(b) if they execute it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Stockholders. The obligation of each -------------------------------------------- Stockholder the Stockholders to consummate the transactions to be performed by him, her or it them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in (S)3(b) above Section 3 shall be true and correct in all material respects at and as of the Closing DateDate (for purposes of this Section, any representation or warranty that is qualified by a materiality standard shall be read without regards to any such qualification as if such qualification were not contained herein); (ii) each of the Parent and the Transitory Subsidiary Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding Proceeding shall be 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 (A) prevent consummation of any of the transactions contemplated by this Agreement or Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect), or (C) affect adversely the right of any of the Company and the Related Companies to own their respective assets and to operate their respective businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Parent Buyer shall have delivered to each of the Stockholders Company a certificate to the effect that each of the conditions specified above in Section 7(b)(i) and (S)7(b)(i)-(iiiii) is satisfied in all respectsrespects and that to the actual Knowledge of the Buyer no contingency of the type referred to in Section 7(b)(iii) has occurred or is threatened; (v) the FCC Buyer shall have granted the Transfer of Control Application and such grant shall be in full force and effect, obtained all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated, and the Parties, the Company, and its Subsidiaries shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in (S)3(a)(iiSection 3(b), (S)3(b)(ii), and (S)4(c) above; (vi) the Parent and each of the Stockholders shall have entered into a Registration Rights Agreement received from Xxxxxxx, Xxxx & Xxxxxxx and Xxxxx & XxXxxxxx opinions substantially in form and substance as set forth in Exhibit C attached hereto F hereto, addressed to the Stockholders, and dated as of the same shall be in full force and effectClosing Date; (vii) each the closing of the Stockholders Offering shall have received from the Parent and the Transitory Subsidiary (A) a true, correct and complete copy of such Party's Amended and Restated Articles of Incorporation, certified by the secretary of state of Delaware, (B) a certificate of good-standing with respect to such Party issued by the secretary of state of Delaware not more than ten (10) business days occurred prior to or concurrently with the Closing Date, (C) a copy of resolutions duly adopted by such Party's board of directors authorizing such Party to enter into this Agreement and consummate the transactions contemplated hereby, certified by the secretary or assistant secretary of such Party as being complete and correct and in full force and effect as of the Closing Date, and (D) an incumbency certificate dated as of the Closing Date with respect to the officer executing this Agreement on behalf of such Party; (viii) the transactions contemplated hereby shall have been approved by a majority of the Company's board of directors and by the Requisite StockholdersClosing; and (ixviii) all actions to be taken by the Parent and the Transitory Subsidiary Buyer in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents reasonably required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Requisite StockholdersCompany. The Requisite Stockholders may waive any condition specified in this (S)7(bSection 7(b) if they execute the Representative executes on their behalf a writing so stating at or prior to the Closing.