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

Conditions to Obligations of Purchaser and Merger Sub. The obligations of PURCHASER and MERGER SUB to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by PURCHASER and MERGER SUB pursuant to Section 11.6(a) of this Agreement: (a) The representations and warranties of TARGET set forth or referred to in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date), except (i) as expressly contemplated by this Agreement, or (ii) for representations and warranties (other than the representations and warranties set forth in Section 4.3 of this Agreement, which shall be true in all respects) the inaccuracies of which relate to matters that are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET. (b) Each and all of the agreements and covenants of TARGET to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects. (c) TARGET shall have delivered to PURCHASER (i) a certificate, dated as of the Effective Time and signed on its behalf by its chief executive officer, to the effect that the conditions of its obligations set forth in Sections 9.2(a) and 9.2(b) of this Agreement have been satisfied in all material respects, and (ii) certified copies of resolutions duly adopted by TARGET's Board of Directors and shareholders evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in such reasonable detail as PURCHASER and its counsel shall reasonably request. (d) TARGET shall have delivered to PURCHASER an opinion of Smith, Mackinnon, Greeley, Bowdoin, Edwards, Xxxxxxxx & Marks, P.A., counsel to TARGET, dated as of the Closing, in substantially the form of Exhibit 3 hereto.

Conditions to Obligations of Purchaser and Merger Sub. The obligations of PURCHASER and MERGER SUB to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by PURCHASER and MERGER SUB pursuant to Section 11.6(a12.6(a) of this Agreement: (a) The representations and warranties of TARGET set forth or referred to in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date), except (i) as expressly contemplated by this Agreement, or (ii) for representations and warranties (other than the representations and warranties set forth in Section 4.3 of this Agreement, which shall be true in all respects) the inaccuracies of which relate to matters that are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET. (b) Each and all of the agreements and covenants of TARGET to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects. (c) TARGET shall have delivered to PURCHASER (i) a certificate, dated as of the Effective Time and signed on its behalf by its chief executive officer, to the effect that the conditions of its obligations set forth in Sections 9.2(a) and 9.2(b) of this Agreement have been satisfied in all material respects, and (ii) certified copies of resolutions duly adopted by TARGET's Board of Directors and shareholders stockholders evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in such reasonable detail as PURCHASER and its counsel shall reasonably request. (d) TARGET shall have delivered to PURCHASER an opinion of SmithMillxx & Xartxx, Mackinnon, Greeley, Bowdoin, Edwards, Xxxxxxxx & Marks, P.A.XXP, counsel to TARGET, dated as in form and substance reasonably acceptable to PURCHASER. (e) TARGET shall have amended its Articles of Incorporation to provide that the Merger shall not be deemed a dissolution, liquidation or winding up of the ClosingTARGET. (f) no proceeding or lawsuit shall have been commenced by any Person for the purpose of obtaining any injunction, writ or preliminary restraining order to the effect that the Merger may not be consummated as provided herein. (g) The holders of TARGET Capital Stock that represent all the outstanding shares of TARGET Preferred Stock and TARGET Common Stock shall have either approved the Merger or delivered to PURCHASER irrevocable waivers of their right to demand payment for their shares in accordance with Sections 14-2-1302 and 14-2-1321 of the OCGA, which waivers shall be acceptable as to form to PURCHASER. (h) Each of the holders of the Outstanding TARGET Shares shall have delivered to the PURCHASER a fully-executed copy of the Investor Representation in substantially the form of Exhibit 2 hereto and a counterpart signature page to the Registration Rights Agreement in substantially the form of Exhibit 3 heretohereto (the "Registration Rights Agreement"). (i) All TARGET Options outstanding at the Effective Time shall be cancelled as provided in Section 8.10 hereof. (j) Each TARGET Principal shall have delivered to PURCHASER a fully executed copy of a Non-Competition Agreement. (k) All shares of TARGET Preferred Stock shall have been converted to TARGET Common Stock. (l) That certain Registration Rights Agreement between TARGET and marchFIRST, Inc., a Delaware corporation ("marchFIRST"), dated September 22, 2000, and that certain Stockholders Agreement between TARGET and marchFIRST dated September 22, 2000 shall have been terminated.

Conditions to Obligations of Purchaser and Merger Sub. The obligations of PURCHASER and MERGER SUB to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by PURCHASER and MERGER SUB pursuant to Section 11.6(a12.6(a) of this Agreement: (a) The representations and warranties of TARGET set forth or referred to in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date), except (i) as expressly contemplated by this Agreement, or (ii) for representations and warranties (other than the representations and warranties set forth in Section 4.3 of this Agreement, which shall be true in all respects) the inaccuracies of which relate to matters that are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET. (b) Each and all of the agreements and covenants of TARGET to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects. (c) TARGET shall have delivered to PURCHASER (i) a certificate, dated as of the Effective Time and signed on its behalf by its chief executive officer, to the effect that the conditions of its obligations set forth in Sections 9.2(a) and 9.2(b) of this Agreement have been satisfied in all material respects, and (ii) certified copies of resolutions duly adopted by TARGET's Board of Directors and shareholders stockholders evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in such reasonable detail as PURCHASER and its counsel shall reasonably request. (d) TARGET shall have delivered to PURCHASER an opinion of SmithO'Suxxxxxx Xxxev & Karabell, Mackinnon, Greeley, Bowdoin, Edwards, Xxxxxxxx & Marks, P.A.LLP, counsel to TARGET, dated as of the Closing, in substantially the form of Exhibit 3 4 hereto. (e) TARGET shall have amended its Certificate of Incorporation to provide that the Merger shall not result in the automatic conversion of the TARGET Preferred Stock. (f) Each of the officers and directors of TARGET specified in writing by PURCHASER no later than two (2) Business Days prior to the Closing shall have tendered to PURCHASER resignation letters in form and substance reasonably acceptable to PURCHASER on or prior to the Closing Date, such resignations to be effective immediately following the Closing Date. (g) no proceeding or lawsuit shall have been commenced by any Person for the purpose of obtaining any injunction, writ or preliminary restraining order to the effect that the Merger may not be consummated as provided herein. (h) The holders of TARGET Preferred Stock that represent at least 75% of the TARGET Preferred Stock (determined on as-converted basis) shall have either approved the Merger or delivered to TARGET irrevocable waivers of their right to demand payment for their shares in accordance with Section 262 of the DGCL, which waivers shall be acceptable as to form to PURCHASER. (i) The Convertible Debenture Investors shall have purchased $4.5 million in aggregate principal amount of the PURCHASER's 7.5% Senior Subordinated Convertible 34 39 Debentures pursuant to the terms of that certain Convertible Debenture Purchase Agreement among PURCHASER, and the Convertible Debenture Investors dated as of October 31, 2000. (j) All amounts outstanding under the Bridge Notes shall have been converted into TARGET Capital Stock or otherwise satisfied such that the indebtedness represented by the Bridge Notes shall not constitute indebtedness of TARGET at the Effective Time. (k) The creditors of TARGET (other than any creditors under the Bridge Notes) shall have agreed to reduce, settle, compromise or convert into TARGET Capital Stock at least $1.0 million of TARGET's indebtedness to them (the amount by which the aggregate indebtedness owing to such creditors is reduced in accordance with this Section 9.2(k) (whether by reduction, settlement, compromise or conversion) is referred to herein as the "Creditor Concession Amount." (l) Each of the holders of the Outstanding TARGET Shares other than holders of Dissenting Shares shall have delivered to the PURCHASER a fully-executed copy of the Investor Representation in substantially the form of Exhibit 4 hereto and a counterpart signature page to the Registration Rights Agreement in substantially the form of Exhibit 5 hereto (the "Registration Rights Agreement"). (m) There shall be no more than thirty-five (35) TARGET stockholders who are (A) U.S. persons as defined under Regulation S under the 1933 Act ("U.S. Person") and (B) not "accredited investors" as defined in Rule 501 under the 1933 Act, and there shall be a Purchaser Representative, as defined in Regulation D under the 1933 Act, reasonably satisfactory to PURCHASER, representing each holder of TARGET Capital Stock who is a U.S. Person and not as "accredited investor" as defined in Rule 501 under the 1933 Act, and such Purchaser Representative shall have executed and delivered documentation reasonably satisfactory to PURCHASER. (n) All TARGET OPTIONS outstanding at the Effective Time shall be cancelled as provided in Section 8.11 hereof.

Conditions to Obligations of Purchaser and Merger Sub. The obligations of PURCHASER Purchaser and MERGER SUB Merger Sub to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction or waiver of the following further conditions, unless waived by PURCHASER and MERGER SUB pursuant to Section 11.6(a) of this Agreement: (a) The (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of TARGET the Company set forth or referred to in this Agreement shall be true and correct in all respects as of the date of this Agreement and the Closing Date as if made at and as of the Effective Time with the same effect such dates (except for those representations and warranties which address matters only as though all of an earlier date which shall have been true and correct as of such earlier date), disregarding for these purposes any exception in such representations and warranties had been made on relating to materiality or a Company Material Adverse Effect, except for such failures to be true and as correct which do not result in a Company Material Adverse Effect and (iii) Purchaser shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Effective Time Company to the foregoing effect; (provided that representations and warranties which are confined to a specified b) since the date shall speak only as of such date), except (i) as expressly contemplated by this Agreement, or (ii) for representations and warranties (other than the representations and warranties set forth in Section 4.3 of this Agreement, which shall be true in all respects) subject to the inaccuracies of which relate to matters that are not reasonably likely to have, individually or described in the aggregateCompany Disclosure Letter, there shall not have occurred any Company Effects which constitute or have resulted in a Company Material Adverse Effect on TARGET. (b) Each and all of the agreements and covenants of TARGET to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.Effect; (c) TARGET Purchaser shall have delivered to PURCHASER received (i) a certificate, dated as the proceeds of the Effective Time and signed on its behalf by its chief executive officer, to the effect that the conditions of its obligations set forth in Sections 9.2(a) and 9.2(b) of this Agreement Financing (or if such Financing shall not have been satisfied in all material respectsconsummated, Purchaser shall have received the Proceeds of the Alternative Financing) (or would have received such proceeds assuming the issuance of the Purchaser Notes or Purchaser’s receipt of the proceeds from the Additional Financing, if applicable) and (ii) certified copies if applicable, the proceeds of resolutions duly adopted by TARGET's Board of Directors and shareholders evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in such reasonable detail as PURCHASER and its counsel shall reasonably request.any Approved Additional Financing; (d) TARGET Purchaser shall have delivered received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company demonstrating in reasonable detail that the Company Closing Net Debt does not exceed $286.0 million. The term “Company Closing Net Debt” means the difference between (A) the sum of (i) the aggregate balance sheet amount of all Indebtedness (as defined in the Existing Credit Agreement) of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP as of the close of business on the day immediately preceding the Closing Date, (ii) accrued but unpaid interest in respect of such Indebtedness as of the close of business on the day immediately preceding the Closing Date, and (iii) the Letter of Credit Usage (as defined the Existing Credit Agreement) as of the close of business on the day immediately preceding the Closing Date (excluding letters of credit used solely to PURCHASER an opinion purchase inventory in the ordinary course of Smithbusiness consistent with past practices), Mackinnon, Greeley, Bowdoin, Edwards, Xxxxxxxx & Marks, P.A., counsel and (B) the aggregate amount of cash of the Company that is available to TARGET, repay the amounts referenced in clause (A) above as of the close of business on the day immediately preceding the Closing Date. The term “Existing Credit Agreement” means the First Amended and Restated Credit Agreement dated as of August 7, 2006 among FTD, Inc., the Closinglenders party thereto and Xxxxx Fargo Bank, in substantially the form of Exhibit 3 hereto.N.A., as administrative agent; and

Conditions to Obligations of Purchaser and Merger Sub. The obligations of PURCHASER and MERGER SUB to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by PURCHASER and MERGER SUB pursuant to Section 11.6(a13.6(a) of this Agreementhereof: (a) The representations and warranties of TARGET set forth or referred to in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date), except (i) as expressly contemplated by this Agreement, or (ii) for representations and warranties (other than the representations and warranties set forth in Section 4.3 of this Agreementhereof, which shall be true in all respects) the inaccuracies of which relate to matters that are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET; provided that TARGET shall update the representations and warranties set forth in (A) Section 4.3(a) hereof to give effect to the issuance of convertible promissory notes to holders, as of the date hereof, of capital stock of TARGET and to provide the aggregate liquidation preference for each series of the TARGET Preferred Stock immediately prior to the Closing; (B) Section 4.3(d) hereof to provide a complete and accurate list of TARGET stockholders immediately prior to the Closing, including the number of shares, series and class of the TARGET Capital stock held by each such stockholder; and (C) Section 4.15 hereof to reflect the status as of the Closing of legal proceedings previously disclosed in the TARGET Disclosure Letter. (b) Each and all of the agreements and covenants of TARGET to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects. (c) If the Closing shall not have been consummated on or prior to April 6, 2007, TARGET shall have delivered to PURCHASER an updated Pro Forma Balance Sheet, as contemplated by Section 3.10(a). (id) a certificateNo proceeding or lawsuit shall have been commenced by any Person for the purpose of obtaining any injunction, dated as of the Effective Time and signed on its behalf by its chief executive officer, writ or preliminary restraining order to the effect that the conditions of its obligations set forth in Sections 9.2(a) and 9.2(b) of this Agreement have been satisfied in all material respects, and (ii) certified copies of resolutions duly adopted by TARGET's Board of Directors and shareholders evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in such reasonable detail Merger may not be consummated as PURCHASER and its counsel shall reasonably requestprovided herein. (de) TARGET shall have delivered to PURCHASER an opinion of Smith, Mackinnon, Greeley, Bowdoin, Edwards, Xxxxxxxx & Marks, P.A., counsel to TARGET, dated as each of the Closingdocuments, agreement, certificates and other instruments set forth in substantially Section 10.1 hereof. (f) TARGET shall have issued convertible promissory notes with an aggregate principal amount of $2,504,486 and shall have received the form full proceeds thereof. (g) Since the date of Exhibit 3 heretothis Agreement, there shall have been no event, charge or occurrence, individually or in the aggregate, with respect to TARGET having, or which could reasonably be expected to have, a Material Adverse Effect on TARGET.

Conditions to Obligations of Purchaser and Merger Sub. The obligations of PURCHASER Purchaser, Merger Sub I and MERGER SUB Merger Sub II to perform consummate the transactions contemplated by this Agreement and consummate the Merger and the other transactions contemplated hereby are shall be subject to the satisfaction fulfillment or Purchaser’s waiver, at or prior to the Closing, of each of the following conditions, unless waived by PURCHASER and MERGER SUB pursuant to Section 11.6(a) of this Agreement: (a) The Other than the representations and warranties of TARGET set forth or referred to the Company contained in Section 2.1, Section 2.2, Section 2.3, Section 2.18(a) and Section 2.20, the representations and warranties of the Company contained in this Agreement Agreement, the Transactional Agreements and any certificate delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and on and as of the Effective Time Closing Date with the same effect as though all made at and as of such date (except those representations and warranties had been made that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Company contained in Section 2.1, Section 2.2, Section 2.3, Section 2.18(a) and Section 2.20 shall be true and correct in all respects on and as of the Effective Time date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (provided that except those representations and warranties which are confined to a specified date shall speak that address matters only as of such a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) The Company shall have duly performed and complied in all material respects with all agreements, except (i) as expressly contemplated covenants and conditions required by this AgreementAgreement and each of the Transactional Agreements to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Legal Proceeding shall have been commenced against Purchaser, Merger Subs or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Body, and be in effect, which restrains or prohibits any transaction contemplated hereby. (iid) for representations All approvals, consents and warranties waivers that are listed on Schedule 1.12(a) shall have been received, and executed counterparts thereof shall have been delivered to Purchaser at or prior to the Closing. (other than e) From the representations and warranties set forth in Section 4.3 date of this Agreement, which there shall be true in all respects) the inaccuracies of which relate to matters that are not reasonably likely to havehave occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect on TARGETEffect. (bf) Each and all The Company shall have delivered each of the agreements and covenants closing deliverables set forth in Section 1.12(a). (g) Holders of TARGET no more than 5% of the outstanding Company Shares (on an as-converted to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby Company Ordinary Shares basis) as of immediately prior to the Effective Time Time, in the aggregate, shall have exercised statutory appraisal rights pursuant to Section 238 of the CICL. (h) Purchaser shall have received a counterpart signature to the Letters of Transmittal and Joinder Agreement executed by Securityholders who collectively hold, as of immediately prior to the Effective Time, at least 70% of the outstanding Company Shares (on an as-converted to Company Ordinary Shares basis). (i) That certain Company Shareholders’ Agreement dated July 7, 2016 shall have been duly performed and complied with in all material respectsterminated. (c) TARGET shall have delivered to PURCHASER (i) a certificate, dated as of the Effective Time and signed on its behalf by its chief executive officer, to the effect that the conditions of its obligations set forth in Sections 9.2(a) and 9.2(b) of this Agreement have been satisfied in all material respects, and (ii) certified copies of resolutions duly adopted by TARGET's Board of Directors and shareholders evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in such reasonable detail as PURCHASER and its counsel shall reasonably request. (d) TARGET shall have delivered to PURCHASER an opinion of Smith, Mackinnon, Greeley, Bowdoin, Edwards, Xxxxxxxx & Marks, P.A., counsel to TARGET, dated as of the Closing, in substantially the form of Exhibit 3 hereto.