Common use of Conditions to Obligations of MergerCo Clause in Contracts

Conditions to Obligations of MergerCo. The obligation of Mergerco to consummate the Merger will be subject to the fulfillment or waiver by Mergerco at or prior to the Closing of the following additional conditions: (a) Each representation and warranty of the Company contained in this Agreement is true and correct on the date hereof and as of the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date will remain true and correct as of such date), except for any inaccuracies that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided, however, that, notwithstanding the foregoing, this Section 7.2(a) will not be considered fulfilled or satisfied if the representation and warranty set forth in the last sentence of Section 4.4 is incorrect by more than 1,000 shares as of the Closing Date. For purposes of this Section 7.2(a), all representations and warranties contained in Article 4 qualified by “Company Material Adverse Effect” or reference to “material” or “in all material respects” or like variations will not be deemed so qualified. (b) The Company has performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) The Company will have obtained all permits, authorizations, consents, and approvals required on its part to perform its obligations under, and consummate the transactions contemplated by, this Agreement, in form and substance satisfactory to Mergerco, except for such permits, authorizations, consents and approvals the failure of which to obtain could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and Mergerco will have received evidence reasonably satisfactory to it of the receipt of such permits, authorizations, consents, and approvals. (d) Since the date of this Agreement, there will not have occurred or come into existence any change, event, occurrence, state of facts or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) The funding of the Required Cash Amount under the Definitive Financing Agreements has occurred or Mergerco will otherwise have immediate access to sufficient funds under any other commitment acceptable to Mergerco to enable performance of the obligations of Mergerco under this Agreement. (f) Holders of no more than 5% of the outstanding Company Common Stock have exercised appraisal rights.

Conditions to Obligations of MergerCo. The obligation of Mergerco MergerCo to consummate the Merger will be transactions contemplated by this Agreement is subject to the fulfillment satisfaction (or waiver by Mergerco at or prior to the Closing MergerCo) of the following additional conditions: (a) Each representation the Company and warranty its Subsidiaries shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices required to consummate the transactions contemplated by this Agreement and included on the Disclosure Schedule and identified thereon as being subject to Section 7.01(a). (b) the representations and warranties of the Company contained set forth in this Agreement is Article III shall be true and correct on the date hereof at and as of the Closing Date as though such representations and warranties were if made on such date as of the Closing Date, except for (except i) changes contemplated or permitted by this Agreement, (ii) those representations and warranties that address matters only as of a particular date will remain (which shall be true and correct as of such date), except for any inaccuracies that have not had, ) and (iii) where the failure of the representations and warranties to be true and correct could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect; provided, however, that, notwithstanding the foregoing, this Section 7.2(a) will not be considered fulfilled or satisfied if the representation and warranty set forth in the last sentence of Section 4.4 is incorrect by more than 1,000 shares as of the Closing Date. For purposes of this Section 7.2(a), all representations and warranties contained in Article 4 qualified by “Company Material Adverse Effect” or reference to “material” or “in all material respects” or like variations will not be deemed so qualified. (bc) The the Company has shall have performed or complied with its agreements and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it on under this Agreement as of or prior to the Closing Date. (c) The Company will have obtained all permits, authorizations, consents, and approvals required on its part to perform its obligations under, and consummate the transactions contemplated by, this Agreement, in form and substance satisfactory to MergercoClosing, except for such permits, authorizations, consents and approvals where the failure of which to obtain so perform or comply could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, and Mergerco will have received evidence reasonably satisfactory to it of the receipt of such permits, authorizations, consents, and approvals.; (d) Since the date Company shall have delivered to MergerCo a certificate to the effect that each of the conditions specified in clauses (a) and (c) of this AgreementSection 7.01 is satisfied in all respects and the Company shall have delivered to MergerCo a certificate as to its compliance with Section 7.01(b) (the "Bring- Down Certificate"); (e) no action, there will not have occurred suit or come into existence proceeding shall be pending by or before any changeGovernmental Entity wherein an unfavorable judgment, eventorder, occurrencedecree, state of facts stipulation or development that has had, or could injunction would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ei) The funding prevent consummation of any of the Required Cash Amount under the Definitive Financing Agreements has occurred transactions contemplated by this Agreement or Mergerco will otherwise have immediate access to sufficient funds under (ii) cause any other commitment acceptable to Mergerco to enable performance of the obligations of Mergerco under transactions contemplated by this Agreement.Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) Holders all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (g) MergerCo shall have received at or prior to the Closing such documents, instruments or certificates as MergerCo may reasonably request including, without limitation: (i) such certificates of no more than 5% the Company's officers and such other documents evidencing satisfaction of the conditions specified in this Section 7.01 as MergerCo shall reasonably request; (ii) a certificate of the Secretary of State of the Commonwealth of Massachusetts as to the legal existence and good standing of the Company in Massachusetts; (iii) certificates of the Clerk of the Company attesting to the incumbency of the Company's officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, and the authenticity and continuing validity of the charter documents of the Company; (iv) certificates of appropriate governmental officials in each state in which the Company is required to qualify to do business as a foreign corporation as to the due qualification and good standing of the Company in each such jurisdiction; (v) a certificate of an appropriate officer of the Company to the effect that SHFEES represents all fees and expenses incurred by the Company on behalf of the Stockholders as contemplated by Section 2.01(c); (vi) written resignations of all members of the Company's Board of Directors; (vii) the original corporate minute books of the Company and all corporate seals; and (viii) a certification executed on behalf of the Company by an appropriate officer of the Company, pursuant to the requirements of Section 1.897-2(g) of the Treasury Regulations, certifying that neither the Company nor any of its Subsidiaries is or has been a United States Real Property Holding Corporation, as defined in Section 897(c)(2) of the Code and Section 1.897-2(b) of the regulations promulgated by the Internal Revenue Service during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (h) MergerCo and the Company shall have received sufficient funds to pay the Merger Consideration, repay or redeem all of the existing indebtedness of the Company and its Subsidiaries (including accrued interest and prepayment premiums or penalties) and otherwise enable MergerCo to consummate the transactions contemplated hereby and to meet the working capital requirements of the Surviving Corporation pursuant to financing arrangements consistent with the structure reflected in the Bank Commitment Letter and definitive financing agreements completed to the satisfaction of MergerCo in its reasonable judgment (the "Financing" ); (i) certain of the Stockholders shall have exchanged certain of their shares of Company Common Stock for shares of Class C Stock, as contemplated in Section 5.08, with the result that, after such exchange: (i) at least $7,500,000 in aggregate value of Class C Stock (including shares outstanding and held by the persons identified in (ii) through (v) below) shall be held by former holders of Company Common Stock (the various values of Class C Stock referred to in this subparagraph being the product of an appropriate number of shares of Class C Stock times the Cash Merger Consideration), (ii) at least $5,500,000 in value of such Class C Stock, issued in exchange for shares of Class A Stock, shall be held by Xxxxxx X. Xxxxxxx, Xx., (iii) at least $2,000,000 in value of such Class C Stock shall be held by Xxxxxx X. Xxxxxxx, III, (iii) at least $500,000 in value of Class C Stock shall be held by, or subject to Options held by, Xxxxxxx Xxxx, (iv) at least $500,000 in value of Class C Stock shall be held by, or subject to Options held by, Xxxxxxxx X. Xxxxx, and (v) at least $500,000 in value of Class C Stock shall be held by, or subject to Options held by, Xxxxxx X. Xxxxxx; (j) each of Xxxxxx X. Xxxxxxx, Xx., Xxxxxx X. Xxxxxxx, III, Xxxxxxx Xxxx, Xxxxxxxx Xxxxx and Xxxxxx X. Xxxxxx shall have entered into noncompetition and confidentiality agreements substantially in the form attached hereto as Exhibit C with the Surviving Corporation; (k) the Company shall have received payoff letters and lien releases with respect to the Indebtedness of the Company to be paid at Closing as specified by MergerCo; (l) the Company shall have either (i) dissolved Globe Elastic Thread, Ltd. (the "British Subsidiary") or (ii) transferred all of the outstanding capital stock of the British Subsidiary to the Company Common Stock (except for any shares required by law to be held by another person or entity); (m) the Company shall have exercised appraisal rightsreceived an acknowledgment in writing from each of Xxxxxx X. Xxxxxxx, Xx., Xxxxxx X. Xxxxxxx, III, Xxxxxx X. Xxxxxx, Xxxxxxx Xxxx, and Xxxxxxxx Xxxxx that the Company's funding obligations under its supplemental pension plan and its non-qualified pension plan do not continue upon the respective covered employee's termination of employment; and (n) the Company shall have received full payment for the loan outstanding to Xxxxxx X. Xxxxxxx, III in the principal amount of $278,181.00, including any and all accrued interest thereon.

Conditions to Obligations of MergerCo. The obligation of Mergerco to consummate the Merger will be subject to the fulfillment or waiver by Mergerco at or prior to the Closing of the following additional conditions: (a) Each representation and warranty of the Company contained in this Agreement is shall be true and correct on the date hereof and as of the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date will remain true and correct as of such date), except for any inaccuracies that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided, however, that, notwithstanding the foregoing, this Section 7.2(a) will not be considered fulfilled or satisfied if the representation and warranty set forth in the last sentence of Section 4.4 is incorrect by more than 1,000 shares as of the Closing Date. For purposes of this Section 7.2(a), all representations and warranties contained in Article 4 qualified by “"Company Material Adverse Effect” " or reference to “"material” " or “"in all material respects” " or like variations will not be deemed so qualified. (b) The Company has shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) The Company will shall have obtained all permits, authorizations, consents, and approvals required on its part to perform its obligations under, and consummate the transactions contemplated by, this Agreement, in form and substance satisfactory to Mergerco, except for such permits, authorizations, consents and approvals the failure of which to obtain could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and Mergerco will have received evidence reasonably satisfactory to it of the receipt of such permits, authorizations, consents, and approvals. (d) Since the date of this Agreement, there will not have occurred or come into existence any change, event, occurrence, state of facts or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) The funding Company shall have delivered to Mergerco duly adopted resolutions of the Required Cash Amount Board of Directors of the Company approving the execution, delivery and performance of this Agreement, and resolutions of the stockholders of the Company in accordance with the Company's Certificate of Incorporation, By-laws and the DGCL pursuant to which the vote of at least a majority of the outstanding shares of Company Common Stock was obtained in each case certified by the Secretary or Assistant Secretary of the Company. (f) The funding under the Definitive Financing Agreements has shall have occurred or Mergerco will otherwise have immediate access to sufficient funds under any other commitment acceptable to Mergerco to enable performance Mergerco to pay the aggregate Merger Consideration, to pay any cash amounts payable to the holders of Company Options pursuant to Section 3.5 and Section 3.6, to pay the anticipated fees and expenses related to the Merger and to perform any other obligations of Mergerco under this Agreement. (fg) Holders of no more than 5% of the outstanding Company Common Stock shall have exercised appraisal rights. (h) Mergerco shall have received a certificate signed by an appropriate officer of the Company, dated the Closing Date, to the effect that, to the best of such officer's knowledge, the conditions set forth in sections 7.2 (a), (b), (c), (d), (e) and (g) have been satisfied.