Common use of Conditions to Obligation Clause in Contracts

Conditions to Obligation. The obligation to consummate the transactions to be performed by SPNI in connection with the Closing are subject to satisfaction of the following conditions: a. the representations and warranties set forth in Section 4 shall be true and correct in all material respects at and as of the Closing Date; b. FV shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; c. FV shall have procured all of the consents required in order to effect the Closing including as set forth in Section 3.5 above; 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the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right to own FV Shares and to control FV, or (D) affect adversely the right of FV to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); d. FV shall have delivered to SPNI a certificate to the effect that each of the conditions specified above is satisfied in all respects; e. all actions to be taken by FV in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be satisfactory in form and substance to SPNI; f. FV shall have in its possession all stock certificates of the FV Shareholders to be transferred hereunder and g. SPNI may waive any condition specified in this Section 6.1 at or prior to the Closing in writing executed by SPNI.

Conditions to Obligation. of each of the MLNM Parties. The obligation of each of the MLNM Parties to consummate the transactions to be performed by SPNI it in connection with the Closing are is subject to satisfaction of the following conditions: a. the (a) all representations and warranties set forth of each of the ILEX Parties contained in Section 4 this Agreement, (i) that are qualified as to materiality shall be true in all respects on and correct as of the Closing Date and (ii) that are not qualified as to materiality shall be true in all material respects at on and as of the Closing Date, with the same force and effect as though such representations and warranties were made, and such written information was delivered, on and as of the Closing Date; b. FV (b) the ILEX Parties shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; c. FV shall have procured all of the consents required in order to effect the Closing including as set forth in Section 3.5 above; (c) no action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right to own FV Shares and to control FV, or (D) affect adversely the right of FV to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, ruling or charge shall be in effect); d. FV (d) ILEX shall have delivered to SPNI Seller a certificate to the effect that each of the conditions specified above in Section 8.2(a) through (c) is satisfied in all respects; e. (e) all actions to be taken by FV applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated and the Parties shall have received all other authorizations, consents and approvals of any Governmental Authority required 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 shall be satisfactory in form and substance to SPNIhereby; f. FV (f) The MLNM Parties shall have in its possession all stock certificates received an opinion dated as of the FV Shareholders Closing of Fulbright & Jaworski L.L.P., counsel to the ILEX Parties, substantially in the foxx xxxxxhed hereto; and (g) The ILEX Stock shall continue to be transferred hereunder and g. SPNI listed on Nasdaq as of the date of the Closing; Each of the MLNM Parties may waive any condition specified in this Section 6.1 8.2 if it executes a writing so stating at or prior to the Closing in writing executed by SPNIClosing.

Conditions to Obligation. of Each Party to Effect the Merger. The obligation respective obligations of each party to consummate effect the transactions Merger shall be subject to be performed by SPNI in connection with the fulfillment at or prior to the Closing are subject to satisfaction Date of the following conditions: a. (a) This Agreement and the representations Merger shall have been approved and warranties set forth adopted by the requisite vote of the shareholders of Target as required by the TBCA and the NASDAQ National Market System, and by any applicable provisions of Target's articles of incorporation or bylaws; (b) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) No order shall have been entered and remain in Section 4 effect in any action or proceeding before any foreign, federal or state court or governmental agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Merger; (d) The Registration Statement shall be true and correct in all material respects at and as of effective on the Closing Date, and all post-effective amendments filed shall have been declared effective or shall have been withdrawn; and no stop order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the Commission; b. FV (e) There shall have performed been obtained any and complied with all of its covenants hereunder in all material respects through permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that is reasonably necessary so that the Closing; c. FV shall have procured all consummation of the consents required in order to effect the Closing including as set forth in Section 3.5 above; 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 Merger and the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right to own FV Shares and to control FV, or (D) affect adversely the right of FV to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall thereby will be in effect);compliance with applicable laws, the failure to comply with which would have a Parent Material Adverse Effect or a Target Material Adverse Effect; and d. FV shall have delivered to SPNI a certificate to the effect that each (f) The shares of the conditions specified above is satisfied in all respects; e. all actions to be taken by FV in connection with Parent Common Stock issuable upon consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be satisfactory in form and substance to SPNI; f. FV Merger shall have in its possession all stock certificates been approved for listing on the NYSE, subject to official notice of the FV Shareholders to be transferred hereunder and g. SPNI may waive any condition specified in this Section 6.1 at or prior to the Closing in writing executed by SPNIissuance.

Conditions to Obligation. of Each Party to Effect the Sale Transaction. The obligation respective obligations of each Party to consummate effect the transactions to Sale Transaction shall be performed by SPNI in connection with the Closing are subject to the satisfaction or (to the extent permitted by applicable law) waiver, at or prior to the Closing, of the following conditions: a. (a) This Agreement and the representations Sale Transaction shall have been approved and warranties set forth in Section 4 shall be true and correct in all material respects at and as adopted by the affirmative vote of the Closing Dateholders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon; b. FV shall have performed and complied with all (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of its covenants hereunder in all material respects through competent jurisdiction or other legal restraint or prohibition making the Closing; c. FV shall have procured all consummation of the consents required in order to effect the Closing including as set forth in Section 3.5 above; 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right to own FV Shares and to control FV, or (D) affect adversely the right of FV to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge Sale Transaction unlawful shall be in effect), nor shall any proceeding by any Governmental Entity seeking any of the foregoing be pending; d. FV (c) There shall have delivered to SPNI a certificate not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the effect that each of Sale Transaction, which makes the conditions specified above is satisfied in all respects; e. all actions to be taken by FV in connection with consummation of the transactions contemplated hereby Sale Transaction illegal; (d) Under the Federal rules and regulations relating to the National Industrial Security Program, and in the form of approvals and agreements prescribed by the U.S. Department of Defense (the "DOD"), clearance shall have been obtained from the DOD for Buyer to own and operate those portions of the TG Business that are governed by such Program, such clearance being either unconditional or subject only to such conditions as are customarily imposed under such Program and are not, in Buyer's reasonable judgment, materially burdensome to Buyer; (e) The waiting period applicable to the Sale Transaction under the HSR Act shall have expired or been terminated without any objection by the Antitrust Authorities to the consummation of the Sale Transaction; (f) The period of time for any applicable review process by CFIUS relating to the determination of any threat to national security in respect of the Sale Transaction under the Exon-Xxxxxx Act shall have expired, and CFIUS shall not have taken any action or made any recommendation to the President of the United States to block or prevent consummation of the Sale Transaction; and (g) All Requisite Governmental Approvals (other than those referred to in Sections 5.2(e) and (f)) which are necessary for the consummation of the Sale Transaction (including, without limitation, under the Exchange Act), other than those the absence of which could not, individually or in the aggregate, reasonably be expected to have a TG Business Material Adverse Effect, shall have been obtained or made or shall have occurred, and all certificatesconditions, opinionsif any, instruments, to such Requisite Governmental Approvals shall have been satisfied and other documents required to effect the transactions contemplated hereby all such Requisite Governmental Approvals shall be satisfactory in form full force and substance effect (it being agreed and understood that the novation referred to SPNI; f. FV shall have in its possession all stock certificates of Section 4.10(iii) may not be obtained from the FV Shareholders to be transferred hereunder and g. SPNI may waive any condition specified in this Section 6.1 at or prior to U.S. Government until after the Closing in writing executed by SPNIClosing).

Conditions to Obligation. OF EACH PARTY TO EFFECT THE MERGER. The obligation respective obligations of each party to consummate effect the transactions to Merger shall be performed by SPNI in connection with the Closing are subject to satisfaction the fulfillment at or prior to the Effective Time of the following conditions: a. (a) This Agreement and the representations Merger shall have been approved and warranties set forth in Section 4 shall be true and correct in all material respects at and as adopted by the requisite vote of the Closing Datestockholders of the Company required by the DGCL and the Company's Certificate of Incorporation and, if required by applicable law, by the requisite vote of the stockholders of Parent; b. FV (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have performed expired or been terminated and complied any required approvals in connection with all of its covenants hereunder any pre-merger notification filing with any relevant non-U.S. antitrust authority shall have been obtained and shall have remained in all material respects through the Closingfull force and effect; c. FV shall have procured all of the consents required in order to effect the Closing including as set forth in Section 3.5 above; no action(c) No preliminary or permanent injunction or other order, suit, decree or proceeding shall be pending official action issued by any United States Federal or threatened before any state or foreign court or quasi-judicial regulatory or administrative agency or commission of competent jurisdiction, nor any federalstatute, staterule, local, regulation or executive order promulgated or enacted by any United States Federal or state or foreign jurisdiction or before any arbitrator wherein an unfavorable injunctiongovernmental authority of competent jurisdiction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right to own FV Shares and to control FV, or (D) affect adversely the right of FV to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); d. FV shall have delivered to SPNI a certificate to , which would (i) make the effect that each acquisition or holding by Parent or its subsidiaries or affiliates of the conditions specified above is satisfied in all respects; e. all actions to be taken by FV in connection with shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the transactions contemplated hereby Merger, or (ii) impose any limitations on the ability of Parent effectively to control, directly or indirectly through its subsidiaries, in any material respect the business and all certificates, opinions, instruments, operations of the Company; and (d) The Purchaser shall have accepted for payment and other documents required paid for Shares tendered pursuant to effect the transactions contemplated hereby Offer; provided that this condition shall be satisfactory in form deemed waived by the Purchaser and substance Parent if the failure to SPNI; f. FV shall have in its possession all stock certificates of the FV Shareholders to be transferred hereunder and g. SPNI may waive any condition specified in this Section 6.1 at or prior accept for payment and purchase Shares pursuant to the Closing Offer is for any reason other than the failure to satisfy the conditions to the Offer set forth in writing executed by SPNIANNEX I hereto.

Conditions to Obligation. of the Buyer and the Transitory Subsidiary. The obligation of each of the Buyer and the Transitory Subsidiary to consummate the transactions to be performed by SPNI it in connection with the Closing are is subject to satisfaction of the following conditions: a. (i) this Agreement and the Merger shall have received the approval of the Target Stockholder's board of directors; (ii) the representations and warranties set forth in Section 4 Sections 3 and 4(a), above, shall be true and correct in all material respects at and as of the Closing Date, except for any non-conformity resulting from matters authorized by the Pre-Closing Board during the Pre-Closing Period, as provided in Section 2(f); b. FV (iii) the Target and the Target Stockholder shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; c. FV shall have procured all of the consents required in order to effect the Closing including as set forth in Section 3.5 above; (iv) 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Buyer to own FV Shares the capital stock of the Surviving Corporation and to control FVthe Surviving Corporation and its Subsidiaries, or (D) affect adversely the right of FV any of the Surviving Corporation and its Subsidiaries to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); d. FV (v) there shall have been no material adverse change in the business, financial condition, assets, operations, results of operations, or future prospects of any of the Target and its Subsidiaries, except for changes resulting from matters authorized by the Pre-Closing Board during the Pre-Closing Period, as provided in Section 2(f); (vi) each of the Target and Target Stockholder shall have delivered to SPNI the Buyer and the Transitory Subsidiary a certificate certificate, in form and substance reasonably acceptable to the Buyer and the Transitory Subsidiary and their counsel, to the effect that each of the conditions specified above in Section 6(a)(i)-(v) is satisfied in all respects; e. (vii) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Sections 3(d) and 4(a)(iii) and (b)(iv), above; (viii) the Buyer and the Transitory Subsidiary shall have received from counsel to the Target and the Target Stockholder an opinion in form and substance reasonably acceptable to the Buyer and the Transitory Subsidiary and their counsel, addressed to the Buyer and the Transitory Subsidiary, and dated as of the Closing Date; (ix) the Buyer and the Transitory Subsidiary shall have received the resignations, effective as of the Closing, of each director and officer of the Target and the Target's Subsidiaries other than any representatives of Buyer serving on the Pre-Closing Board and those whom the Buyer shall have specified in writing at least 5 business days prior to the Closing; (x) the Buyer and the Transitory Subsidiary shall have received good standing certificates, franchise tax reports and Uniform Commercial Code, federal and state tax lien, judgment and bankruptcy searches dated not more than five (5) business days before the Closing Date with respect to the Target Stockholder and the Target and its Subsidiaries from each jurisdiction in which incorporated or qualified to transact business and all of the same being reasonably acceptable to the Buyer; (xi) the Target or Target Stockholder shall have used commercially reasonable efforts to obtain estoppel certificates and landlord waivers from each lessor of real property occupied by the Target and its Subsidiaries in form and substance reasonably acceptable to the Buyer, its lender and their respective counsel; (xii) all actions to be taken by FV the Target and Target Stockholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall will be reasonably satisfactory in form and substance to SPNI;the Buyer and the Transitory Subsidiary. f. FV (xiii) the Buyer shall have in its possession all stock certificates obtained financing, on terms acceptable to Buyer, sufficient to enable the Buyer to pay the Merger Consideration; provided, however, that if the principal balance of the FV Shareholders to be transferred hereunder and g. SPNI may waive any condition specified FINOVA Debt is reduced, in this Section 6.1 at or prior to the Closing in writing executed by SPNI.ordinary course of business, to