Common use of Conditions to Obligations of Buyer and Merger Sub Clause in Contracts

Conditions to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to consummate the Closing and the Merger are subject to the satisfaction or waiver of the following further conditions as of the Closing Date: (i) Each Fundamental Representation (in all cases, disregarding all materiality and Material Adverse Effect or similar qualifications contained therein) shall be true and correct in all respects at and as of the Effective Time, as if made at and as of such time (except for any such representations and warranties that are made as of a specific date or time, which representations and warranties shall be true and correct in all respects at and as of such specific date or time), with, in the case of this clause (i), only de minimis exceptions, and (ii) each of the other representations and warranties of the Company (excluding the Fundamental Representations) contained in this Agreement (disregarding all materiality and Material Adverse Effect or similar qualifications contained therein) shall be true and correct at and as of the Effective Time, as if made at and as of such time (except for any such representations and warranties that are made as of a specific date or time, which representations and warranties shall be true and correct in all respects at and as of such specific date or time), with, in the case of this clause (ii) only, such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Company and the Stockholders’ Representative shall have performed and complied with in all material respects all of their respective covenants and agreements hereunder required to be performed or complied with by them at or prior to the Effective Time. (c) No event, occurrence, development or state of circumstances shall have occurred since the date of the Agreement, which either individually or in the aggregate with other events, occurrences, developments and states of circumstances, has had, or would reasonably be expected to have, a Material Adverse Effect. (d) Buyer shall have received a certificate signed by an officer of the Company that the conditions set forth in Section 8.02(a), Section 8.02(b) and Section 8.02(c) have been fulfilled. (e) The Company and the Stockholders’ Representative shall have delivered all agreements and documents that are required to be delivered by them pursuant to Section 2.15(a). (f) Neither the Company nor any of the Company Subsidiaries shall have amended, waived or terminated any of the Letters of Transmittal signed on or prior to the date hereof, the Termination Agreement, the Executive Separation Agreements, the Noncompetition Agreements or the Employment Agreements (other than (i) the termination of an Employment Agreement as a result of a termination of employment of the applicable employee for cause or due to death or disability or (ii) for the avoidance of doubt, as a result of a waiver by an employee of payments or benefits payable to such employee under his or her Employment Agreement, Executive Separation Agreements or Noncompetition Agreement solely in connection with the Excess Parachute Waiver described in Section 5.08 hereof), in each case without the prior written consent of Buyer, in its sole discretion. (g) The condition set forth on Section 8.02(g) of the Company Disclosure Schedule shall be satisfied. (h) The condition set forth on Section 8.02(h) of the Company Disclosure Schedule shall be satisfied.

Conditions to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to consummate the Closing and the Merger are subject to the satisfaction or waiver of the following further conditions as of the Closing Dateconditions: (i) Each The Company Fundamental Representation Warranties contained in this Agreement (in all cases, disregarding all materiality and Material Adverse Effect or similar qualifications contained therein) shall be true and correct in all material respects at and as of the Effective Time, as if made at and as of such time (except for any such representations and warranties that are made as of a specific date or time, which representations and warranties shall be true and correct in all material respects at and as of such specific date or time), with, in the case of this clause (i), only de minimis exceptions, and (ii) each of the other representations and warranties of the Company (excluding the Fundamental Representations) contained in this Agreement (disregarding all materiality and Material Adverse Effect or similar qualifications contained therein) shall be true and correct at and as of the Effective Time, as if made at and as of such time (except for any such representations and warranties that are made as of a specific date or time, which representations and warranties shall be true and correct in all respects at and as of such specific date or time), with, in the case of this clause (ii) only, with only such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the The Company and the Stockholders’ Representative shall have performed and complied with in all material respects all of their respective its covenants and agreements hereunder required to be performed or complied with by them it at or prior to the Effective Time. (c) No event, occurrence, development or state of circumstances shall have occurred since Since the date of this Agreement and excluding any effect resulting from matters set forth on Section 8.02(c) of the AgreementCompany Disclosure Schedule, which either individually or in the aggregate with other events, occurrences, developments and states of circumstances, has had, or would reasonably be expected to have, there shall not have occurred a Material Adverse Effect. (d) Buyer The Holders’ Representative shall have received delivered a certificate signed by an officer counterpart of the Company that Escrow Agreement, duly executed by the conditions set forth in Section 8.02(a), Section 8.02(b) and Section 8.02(c) have been fulfilled.Holders’ Representative; (e) The Company shall have delivered to Buyer (i) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying (in such person’s capacity as Secretary) (A) the Company’s certificate of incorporation, (B) the Company’s bylaws, (C) the resolutions of the Company Board approving this Agreement and the transactions contemplated thereby, (D) the Stockholders’ Representative shall Approval and (E) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the other documents relating to the transactions contemplated by this Agreement and (ii) a certificate of an officer of the Company, dated as of the Closing Date, stating (in such person’s capacity as an officer) that the conditions specified in Sections 8.02(a), (b) and (c) have delivered all agreements and documents that are required to be delivered by them pursuant to Section 2.15(a).been fully satisfied; and (f) Neither the The Company nor any of the Company Subsidiaries shall have amended, waived obtained written or terminated any of the Letters of Transmittal signed on or prior to the date hereof, the Termination Agreement, the Executive Separation Agreements, the Noncompetition Agreements or the Employment Agreements (other than (i) the termination of an Employment Agreement as a result of a termination of employment of the applicable employee for cause or due to death or disability or (ii) for the avoidance of doubt, as a result of a waiver by an employee of payments or benefits payable to such employee under his or her Employment Agreement, Executive Separation Agreements or Noncompetition Agreement solely in connection with the Excess Parachute Waiver described in Section 5.08 hereof)deemed consents, in each case without in accordance with the prior written consent provisions of BuyerSection 5.13, from Investment Advisory Clients in its sole discretion. respect of Investment Advisory Contracts whose Total Projected Net Revenue represents at least eighty percent (g) The condition set forth on Section 8.02(g80%) of the Company Disclosure Schedule shall be satisfiedTotal Projected Net Revenue. (h) The condition set forth on Section 8.02(h) of the Company Disclosure Schedule shall be satisfied.

Conditions to Obligations of Buyer and Merger Sub. The obligations obligation of Buyer and Merger Sub to consummate the Closing and the Merger are is subject to the satisfaction (or written waiver by Buyer (to the extent permitted by Applicable Law)) at or prior to the Closing of the following further conditions (other than any such conditions that are waived by Buyer and Merger Sub): (a) (i) The representations and warranties set forth in ‎Section 3.01, ‎Section 3.02, ‎Section 3.03(b)(i) and ‎Section 3.21 shall be true and correct in all material respects at and as of the Closing Date: Effective Time (i) Each Fundamental Representation (in all cases, disregarding all without giving effect to any materiality and or “Material Adverse Effect Effect” qualification or words of similar qualifications contained thereinimport), (ii) the representations and warranties set forth in ‎Section 3.04(a) and ‎Section 3.04(b) shall be true and correct in all respects at and as of the Effective Time, except for de minimis inaccuracies that do not, in the aggregate, increase the Aggregate Merger Consideration payable by Buyer pursuant to ‎ARTICLE 2 in more than a de minimis respect, (iii) the representation and warranties set forth in ‎Section 3.06(i) shall be true and correct at and as if of the Effective Time as though made at and as of such time (except for any such representations and warranties that are made as of a specific date or time, which representations and warranties shall be true and correct in all respects at and as of such specific date or time), with, in the case of this clause (i), only de minimis exceptions, Effective Time and (iiiv) each of the other representations and warranties of the Company (excluding the Fundamental Representations) contained set forth in ‎ARTICLE 3 of this Agreement (disregarding all without giving effect to any materiality and or “Material Adverse Effect or similar Effect” qualifications contained therein) shall be true and correct at and as of the Effective Time, Time as if though made at and as of the Effective Time, except, in the case of this clause (iv), for such time failures to be true and correct as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided, in each case of the preceding clauses (except for any such i) through (iv), that representations and warranties that are made as of a specific particular date or time, which representations and warranties covering a particular period shall be true and correct (in all respects at and the manner set forth above) only as of such specific date or time), with, in the case of this clause (ii) only, for such exceptions as would not, individually or in the aggregate, have a Material Adverse Effectperiod. (b) Each of the The Company and the Stockholders’ Representative shall have performed and complied with in all material respects all of their respective covenants its obligations hereunder, and complied in all material respects with the agreements hereunder and covenants, required to be performed by, or complied with by them by, it at or prior to the Effective Time. (c) No Since the date of this Agreement, there shall not have occurred any event, occurrence, revelation or development or of a state of circumstances shall have occurred since the date of the Agreement, which either individually or in the aggregate with other events, occurrences, developments and states of circumstances, facts that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) Buyer shall have received a certificate signed by an officer appropriate representative of the Company to the effect that the conditions set forth in Section 8.02(aSections ‎9.02(a), Section 8.02(b) ‎(b), and Section 8.02(c‎(c) have been fulfilled. (e) The Company and the Stockholders’ Representative shall have delivered all agreements and documents that are required to be delivered by them pursuant to Section 2.15(a). (f) Neither the Company nor any of the Company Subsidiaries shall have amended, waived or terminated any of the Letters of Transmittal signed on or prior to the date hereof, the Termination Agreement, the Executive Separation Agreements, the Noncompetition Agreements or the Employment Agreements (other than (i) the termination of an Employment Agreement as a result of a termination of employment of the applicable employee for cause or due to death or disability or (ii) for the avoidance of doubt, as a result of a waiver by an employee of payments or benefits payable to such employee under his or her Employment Agreement, Executive Separation Agreements or Noncompetition Agreement solely in connection with the Excess Parachute Waiver described in Section 5.08 hereof), in each case without the prior written consent of Buyer, in its sole discretion. (g) The condition set forth on Section 8.02(g) of the Company Disclosure Schedule shall be satisfied. (h) The condition set forth on Section 8.02(h) of the Company Disclosure Schedule shall be satisfied.

Conditions to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to consummate the Closing and consummate, or cause to be consummated, the Merger are subject to the satisfaction or waiver of the following further conditions as additional conditions, any one or more of the Closing Datewhich may be waived in writing by Buyer: (a) (i) Each Fundamental Representation (of the representations and warranties of the Company contained in all casesSection 4.1, disregarding all materiality Section 4.3, Section 4.6 and Material Adverse Effect or similar qualifications contained therein) Section 4.16 shall be true and correct in all material respects as of the date hereof and as of the Closing Date, as if made anew at and as of the Effective Timethat time, as if made at and as of such time (except for any such with respect to representations and warranties that are made which speak as of to a specific date or timedifferent date, which representations and warranties shall be true and correct in all material respects at and as of such specific date or time), with, in the case of this clause (i), only de minimis exceptionsdate, and (ii) each of the other representations and warranties of the Company (excluding the Fundamental Representations) contained in this Agreement (disregarding all materiality qualifications and exceptions contained therein regarding “materiality” or a “Material Adverse Effect or similar qualifications contained thereinEffect”) shall be true and correct as of the date hereof and as of the Closing Date, as if made anew at and as of the Effective Timethat time, as if made at and as of such time (except for any such with respect to representations and warranties that are made which speak as of to a specific date or timedifferent date, which representations and warranties shall be true and correct in all respects at and as of such specific date or time)date, withexcept, in the case of this clause (ii), for (A) only, such exceptions as any inaccuracy or omission that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse EffectEffect on the Company and (B) changes after the date of this Agreement which are expressly permitted by this Agreement. (b) Each of the covenants of the Company and the Stockholders’ Representative shall have performed and complied with in all material respects all of their respective covenants and agreements hereunder required to be performed or complied with by them at or prior to the Effective TimeClosing shall have been performed in all material respects. (c) No eventThe Company shall have delivered to Buyer a certificate signed by an executive officer of the Company, dated the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled. (d) Since the date of this Agreement, no change, effect, occurrence, development event or state of circumstances circumstance shall have occurred since the date of the Agreementoccurred, which either individually or in the aggregate with other eventsbe continuing, occurrences, developments and states of circumstances, that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) Buyer shall have received a certificate signed by an officer of Effect on the Company that the conditions set forth in Section 8.02(a), Section 8.02(b) and Section 8.02(c) have been fulfilledCompany. (e) The Company and the Stockholders’ Representative shall have delivered all agreements copies of a Founder Commercial Agreement, duly executed by the Company and documents that are required to be delivered by them pursuant to Section 2.15(a)each of the Founder Customers. (f) Neither The Company shall have delivered copies of a non-solicitation agreement in substantially the Company nor any form attached hereto as Annex F, duly executed by each of the Company Subsidiaries shall have amended, waived or terminated any of the Letters of Transmittal signed on or prior to the date hereof, the Termination Agreement, the Executive Separation Agreements, the Noncompetition Agreements or the Employment Agreements (other than (i) the termination of an Employment Agreement as a result of a termination of employment of the applicable employee for cause or due to death or disability or (ii) for the avoidance of doubt, as a result of a waiver by an employee of payments or benefits payable to such employee under his or her Employment Agreement, Executive Separation Agreements or Noncompetition Agreement solely in connection with the Excess Parachute Waiver described in Section 5.08 hereof), in each case without the prior written consent of Buyer, in its sole discretionFounders. (g) The condition set forth on Section 8.02(g) of the Company Disclosure Schedule shall be satisfied. (h) The condition set forth on Section 8.02(h) of the Company Disclosure Schedule shall be satisfied.

Conditions to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to consummate the transactions to be performed by them in connection with the Closing and the Merger are subject to the satisfaction or waiver of the following further conditions as of the Closing Date:conditions. (a) (i) Each Fundamental Representation (each of the representations and warranties of the Company contained in all cases, disregarding all this Agreement which is qualified by materiality and or Material Adverse Effect or words of similar qualifications contained therein) effect shall be true and correct in all respects at and as of the Effective Time, as if made at and as of such time (except for any to the extent such representations and warranties that are made as of expressly relate to a specific date or timeas of the date hereof, in which case such representations and warranties shall be true and correct in all respects at and as of such specific date or time), with, in the case of this clause (i), only de minimis exceptions, date) and (ii) each of the other representations representation and warranties of the Company (excluding the Fundamental Representations) contained in this Agreement (disregarding all materiality and Material Adverse Effect or similar qualifications contained therein) which is not so qualified shall be true and correct at and as of the Effective Time, as if made at and as of such time (except for any to the extent such representations and warranties that are made as of expressly relate to a specific date or timeas of the date hereof, in which case such representations and warranties shall be true and correct in all respects at and as of such specific date or timedate), with, except in the case of this clause (i) or (ii) only, for such exceptions as would notinaccuracies as, individually or in the aggregate, would not have a Material Adverse Effect.Effect on the Company; (b) Each of the Company and the Stockholders’ Representative Sellers shall have performed and complied with in all material respects with all of their respective its agreements and covenants and agreements hereunder required to be performed or complied with by them at or prior to through the Effective Time.Closing; (c) No event, occurrence, development or state of circumstances there shall have occurred since been no event subsequent to the date of the Agreement, which either individually or in the aggregate with other events, occurrences, developments and states of circumstances, has had, or would reasonably be expected to have, hereof having a Material Adverse Effect.Effect on the Company; (d) Buyer the Company shall have received delivered to Buyer and Merger Sub a certificate signed by an officer its Chief Executive Officer and its Chief Financial Officer to the effect that each of the Company that the conditions set forth specified above in Section 8.02(a7.1 and 7.2(a) (with respect only to Section 3), Section 8.02(b7.2(b) (with respect only to the Company) and Section 8.02(c7.2(c) have been fulfilled.is satisfied in all respects; (e) The Company and the Stockholders’ Representative each Seller shall have delivered to Buyer and Merger Sub a certificate to the effect that each of the conditions specified above in Sections 7.2(a) and 7.2(b) is satisfied in all agreements and documents that are required to be delivered by them pursuant to Section 2.15(a).respects; and (f) Neither the Company nor any of the Company Subsidiaries each Seller shall have amended, waived or terminated any of the Letters of Transmittal signed on or prior to the date hereof, the Termination Agreement, the Executive Separation Agreements, the Noncompetition Agreements or the Employment Agreements (other than (i) the termination of entered into an Employment Escrow Agreement as a result of a termination of employment of the applicable employee for cause or due to death or disability or (ii) for the avoidance of doubt, as a result of a waiver by an employee of payments or benefits payable to such employee under his or her Employment Agreement, Executive Separation Agreements or Noncompetition Agreement solely in connection with the Excess Parachute Waiver described in Section 5.08 hereof), in each case without the prior written consent of Buyer, in its sole discretionBuyer and Escrow Agent. (g) The condition set forth on Section 8.02(g) of the Company Disclosure Schedule shall be satisfied. (h) The condition set forth on Section 8.02(h) of the Company Disclosure Schedule shall be satisfied.

Conditions to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to consummate the Closing and the Merger are subject to the satisfaction or waiver of the following further conditions as of the Closing Dateconditions: (i) Each The Company Fundamental Representation Warranties contained in this Agreement (in all cases, disregarding all materiality and Material Adverse Effect or similar qualifications contained therein) shall be true and correct in all material respects at and as of the Effective Time, as if made at and as of such time (except for any such representations and warranties that are made as of a specific date or time, which representations and warranties shall be true and correct in all material respects at and as of such specific date or time), with, in the case of this clause (i), only de minimis exceptions, and (ii) each of the other representations and warranties of the Company (excluding the Fundamental Representations) contained in this Agreement (disregarding all materiality and Material Adverse Effect or similar qualifications contained therein) shall be true and correct at and as of the Effective Time, as if made at and as of such time (except for any such representations and warranties that are made as of a specific date or time, which representations and warranties shall be true and correct in all respects at and as of such specific date or time), with, in the case of this clause (ii) only, with only such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the The Company and the Stockholders’ Representative shall have performed and complied with in all material respects all of their respective its covenants and agreements hereunder required to be performed or complied with by them it at or prior to the Effective Time. (c) No eventSince the Original Agreement Date and excluding any effect resulting from matters set forth on Section 8.02(c) of the Company Disclosure Schedule, occurrence, development or state of circumstances there shall not have occurred since the date of the Agreement, which either individually or in the aggregate with other events, occurrences, developments and states of circumstances, has had, or would reasonably be expected to have, a Material Adverse Effect. (d) Buyer The Holders’ Representative shall have received delivered a certificate signed by an officer counterpart of the Company that Escrow Agreement, duly executed by the conditions set forth in Section 8.02(a), Section 8.02(b) and Section 8.02(c) have been fulfilled.Holders’ Representative; (e) The Company shall have delivered to Buyer (i) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying (in such person’s capacity as Secretary) (A) the Company’s certificate of incorporation, (B) the Company’s bylaws, (C) the resolutions of the Company Board approving this Agreement and the transactions contemplated thereby, (D) the Stockholders’ Representative shall Approval and (E) the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and the other documents relating to the transactions contemplated by this Agreement and (ii) a certificate of an officer of the Company, dated as of the Closing Date, stating (in such person’s capacity as an officer) that the conditions specified in Sections 8.02(a), (b) and (c) have delivered all agreements and documents that are required to be delivered by them pursuant to Section 2.15(a).been fully satisfied; and (f) Neither the The Company nor any of the Company Subsidiaries shall have amended, waived obtained written or terminated any of the Letters of Transmittal signed on or prior to the date hereof, the Termination Agreement, the Executive Separation Agreements, the Noncompetition Agreements or the Employment Agreements (other than (i) the termination of an Employment Agreement as a result of a termination of employment of the applicable employee for cause or due to death or disability or (ii) for the avoidance of doubt, as a result of a waiver by an employee of payments or benefits payable to such employee under his or her Employment Agreement, Executive Separation Agreements or Noncompetition Agreement solely in connection with the Excess Parachute Waiver described in Section 5.08 hereof)deemed consents, in each case without in accordance with the prior written consent provisions of BuyerSection 5.13, from Investment Advisory Clients in its sole discretion. respect of Investment Advisory Contracts whose Total Projected Net Revenue represents at least eighty percent (g) The condition set forth on Section 8.02(g80%) of the Company Disclosure Schedule shall be satisfiedTotal Projected Net Revenue. (h) The condition set forth on Section 8.02(h) of the Company Disclosure Schedule shall be satisfied.

Conditions to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to consummate the Closing and consummate, or cause to be consummated, the Merger are subject to the satisfaction or waiver of the following further conditions as additional conditions, any one or more of the Closing Datewhich may be waived in writing by Buyer and Merger Sub: (a) (i) Each Fundamental Representation (in all cases, disregarding all materiality and Material Adverse Effect or similar qualifications contained therein) shall be true and correct in all respects at and as of the Effective Time, as if made at and as of such time (except for any such representations and warranties that are made as of a specific date or time, which representations and warranties shall be true and correct in all respects at and as of such specific date or time), with, in the case of this clause (i), only de minimis exceptions, and (ii) each of the other representations and warranties of the Company (excluding contained in Article IV other than the Fundamental Representations) contained in this Agreement Representations (disregarding all materiality qualifications and exceptions contained therein regarding “materiality” or a “Material Adverse Effect or similar qualifications contained thereinEffect”) shall be true and correct at and as of the Effective TimeClosing Date, as if made anew at and as of such time (that date, except for any such with respect to representations and warranties that are made which speak as of a specific date or timeto an earlier date, which representations and warranties shall be true and correct in all respects at and as of such specific date or time)date, withexcept, in the case of this clause (ii) onlyeach case, such exceptions as for any inaccuracy or omission that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse EffectEffect on the Company, and (ii) the Fundamental Representations shall be true and correct in all material respects (except, with respect to the Fundamental Representations set forth in Section 4.6 (Capitalization of the Company), for de minimis changes or changes arising as a result of actions permitted to be taken in accordance with the terms of this Agreement) at and as of the Closing Date, as if made anew at and as of that date, except with respect to Fundamental Representations which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date. (b) Each of the covenants of the Company and or the Stockholders’ Holder Representative shall have performed and complied with in all material respects all of their respective covenants and agreements hereunder required to be performed or complied with by them at or prior to the Effective TimeClosing shall have been performed in all material respects. (c) No event, occurrence, development or state of circumstances The Company shall have occurred since the date of the Agreement, which either individually or in the aggregate with other events, occurrences, developments and states of circumstances, has had, or would reasonably be expected delivered to have, a Material Adverse Effect. (d) Buyer shall have received a certificate signed by an officer of the Company that Company, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions set forth specified in Section 8.02(a), Section 8.02(b9.2(a) and Section 8.02(c9.2(b) have been fulfilled. (ed) The Company and the Stockholders’ Representative shall have delivered all agreements and documents that are required to be delivered by them pursuant to Section 2.15(a). (f) Neither the Company nor any of the Company Subsidiaries shall have amended, waived or terminated any of the Letters of Transmittal signed on or prior to Since the date hereof, the Termination of this Agreement, the Executive Separation Agreements, the Noncompetition Agreements or the Employment Agreements (other than (i) the termination of an Employment Agreement as a result of a termination of employment of the applicable employee for cause or due to death or disability or (ii) for the avoidance of doubt, as a result of a waiver by an employee of payments or benefits payable to such employee under his or her Employment Agreement, Executive Separation Agreements or Noncompetition Agreement solely in connection with the Excess Parachute Waiver described in Section 5.08 hereof), in each case without the prior written consent of Buyer, in its sole discretionthere has been no Material Adverse Effect. (g) The condition set forth on Section 8.02(g) of the Company Disclosure Schedule shall be satisfied. (h) The condition set forth on Section 8.02(h) of the Company Disclosure Schedule shall be satisfied.