Common use of Conditions to Obligations of Seller to Close Clause in Contracts

Conditions to Obligations of Seller to Close. Seller's obligation to close the transactions described herein shall be subject to the satisfaction, on or before the applicable closing, of the following conditions unless waived in writing by Seller: (a) Each of the representations and warranties of Purchaser contained herein, and in any certificate delivered pursuant hereto, shall be true and correct in all material respects on and as of the Closing Date. (b) Purchaser shall have delivered to Seller certified resolutions of Purchaser's board of directors and Purchaser's shareholders authorizing Purchaser's execution, delivery and performance of this Agreement. (c) The parties shall have obtained all necessary approvals for the proposed transaction from all applicable lending, governmental and regulatory authorities, including, without limitation, the approval of the Bankruptcy Court pursuant to one or more written final and non-appealable court orders in form and substance satisfactory to Seller, which orders shall include a finding that Purchaser is entitled to the protections of Section 363(m) of the United States Bankruptcy Code. (d) Purchaser shall have delivered to Seller a certified copy of Purchaser's Articles of Incorporation, including all amendments thereto, and a Certificate of Good Standing issued by the Secretary of State of Illinois with respect to Purchaser and each other jurisdiction where Purchaser conducts its business, dated within fifteen (15) days of the Closing Date. (e) As a condition to the sale of the Purchased Assets, Purchaser shall have delivered to Seller at the Closing the Purchase Price described in Paragraph 4(a) above and, as a condition to the sale of the Real Estate at the Real Estate Closing the Purchase Price described in Paragraph 4(b) above; provided, however, that Purchaser shall have unrestricted access to the Real Estate and right to use the Real Estate without charge to Purchaser, for the purpose of 10 conducting the portion of the Business relating to radar detectors (and also for the purpose of conducting the portions of the Business related to the phones and/or modems, if the Phone Assets and/or the Modem Assets are sold to Purchaser, from the date of such sale) for the period from the Closing to the Real Estate Closing. Purchaser acknowledges that Seller will also be entitled to unrestricted access to and right to use the Real Estate during the above described period and for ninety (90) days thereafter without charge to Seller (unless the Phone Assets and Modem Assets are sold to Purchaser, in which case until the date of such sale) for the conduct of the portions of the Business related to the Phones and Modems. (f) Purchaser shall have delivered to Seller a copy, certified by the Secretary of Purchaser, of resolutions of the Board of Directors of Purchaser authorizing the execution of this Agreement and the consummation of the transactions provided for herein. (g) Purchaser shall have delivered to Seller such other documents, instruments and confirmations as may reasonably be required to fully effect the transaction contemplated hereby.

Conditions to Obligations of Seller to Close. Seller's The obligation of Shareholder and TTS to consummate and close the transactions described herein shall be contemplated by this Agreement are subject to the satisfaction, on or before the applicable closing, fulfillment of all of the following conditions unless precedent at or prior to the Closing Date, any one or more of which may be waived in writing whole or in part by SellerShareholder in writing: (a) Each of the The representations and warranties of Purchaser contained herein, and in any certificate delivered pursuant hereto, herein shall be true and correct in all material respects on the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date. (b) Purchaser shall have delivered to Seller certified resolutions of Purchaser's board of directors performed and Purchaser's shareholders authorizing Purchaser's executioncomplied with all covenants, delivery conditions and performance obligations of this AgreementAgreement required to be performed or complied with by Purchaser on or before the Closing Date. (c) The parties shall have obtained all necessary approvals for the proposed transaction from all applicable lending, governmental and regulatory authorities, including, without limitation, the approval of the Bankruptcy Court pursuant to one or more written final and non-appealable court orders in form and substance satisfactory to Seller, which orders shall include a finding that Purchaser is entitled to the protections of Section 363(m) of the United States Bankruptcy Code. (d) Purchaser shall have delivered to Seller Shareholder a certified copy of Purchaser's Articles of Incorporation, including all amendments thereto, and a Certificate of Good Standing issued certificate executed by the Secretary President of State of Illinois with respect Purchaser to Purchaser and each other jurisdiction where Purchaser conducts its businessthe effect that, dated within fifteen (15) days as of the Closing Date: (i) all representations and warranties made by Purchaser under this Agreement are true and complete, and (ii) all covenants, obligations and conditions of this Agreement to be performed by Purchaser on or before such date have been so performed. (ed) As Each time that the Purchaser proposes to register a condition public offering solely of Visualant common stock (not including an offering of common stock issuable upon conversion or exercise of other securities), other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms (collectively, "Excluded Forms"), the Purchaser shall promptly give written notice of such proposed registration to Seller, which shall offer Seller the right to request inclusion of any of Seller’s Common Shares in the proposed registration: (i) Seller shall have thirty (30) days or such longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Purchaser a written request specifying the number of shares of his Common Shares that Seller intends to sell and the Seller's intended plan of disposition. (ii) In the event that the proposed registration by the Purchaser is, in whole or in part, an underwritten public offering of securities of the Purchaser, any request under this Section 5.2(d) may specify that the Common Shares be included in the underwriting on the same terms and conditions as the shares of common shares, if any, otherwise being sold through underwriters under such registration. (iii) Upon receipt of a written request pursuant to Section 5.2(d), the Purchaser shall promptly use its best efforts to cause all such Common Shares to be registered, to the extent required to permit sale or disposition as set forth in the written request. (iv) Notwithstanding the foregoing, if the managing underwriter of an underwritten public offering, determines and advises in writing that the inclusion of all of Seller’s Common Shares proposed to be included in the underwritten public offering, together with any other issued and outstanding shares of common stock proposed to be included therein by holders other than the Seller (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares to be included in such underwritten public offering shall be reduced, and shares shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, first by excluding shares held by the directors, officers, employees and founders of the Purchaser, and then, to the extent necessary, by excluding Seller’s Common Shares participating in such underwritten public offering, pro rata based on the number of shares of Common Shares Seller and each such holder of Other Shares proposed to include. (v) If and whenever the Purchaser is under an obligation pursuant to the provisions of this Section 5.2(d) to use its best efforts to effect the registration of any Common Shares, the Purchaser shall, as expeditiously as practicable: (A) prepare and file with the Commission a Registration Statement (as required by the SEC and the Securities Act) with respect to such Common Shares and use its best efforts to cause such Registration Statement to become and remain effective in accordance with this Section 5.2(d), keeping Seller advised as to the initiation, progress and completion of the registration; (B) prepare and file with the Commission such amendments and supplements to such Registration Statements and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Common Shares and common shares covered by such Registration Statement; (C) furnish to Seller such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Purchased AssetsSecurities Act, Purchaser and such other documents as Seller may reasonably request in order to facilitate the public sale or other disposition of Seller’s Common Shares; (D) use its best efforts to register or qualify the Seller’s Shares covered by such Registration Statement under the securities or blue sky laws of such jurisdictions as Seller shall have delivered reasonably request and do any and all other acts or things which may be necessary or advisable to Seller at enable such holder to consummate the Closing the Purchase Price described public sale or other disposition in Paragraph 4(a) above and, as a condition to the sale such jurisdictions of the Real Estate at the Real Estate Closing the Purchase Price described in Paragraph 4(b) abovesuch registrable securities; provided, provided however, that the Purchaser shall have unrestricted access not be required to consent to general service of process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not liable for such taxes; and (E) at any time when a prospectus covered by such Registration Statement is required to be delivered under the Securities Act, notify Seller of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of Seller, prepare, file and furnish to Seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the Real Estate and right purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to use state a material fact required to be stated therein or necessary to make the Real Estate without charge to Purchaser, for the purpose of 10 conducting the portion statement therein not misleading in light of the Business relating to radar detectors (and also for the purpose of conducting the portions of the Business related to the phones and/or modems, if the Phone Assets and/or the Modem Assets are sold to Purchaser, from the date of such sale) for the period from the Closing to the Real Estate Closing. Purchaser acknowledges that Seller will also be entitled to unrestricted access to and right to use the Real Estate during the above described period and for ninety (90) days thereafter without charge to Seller (unless the Phone Assets and Modem Assets are sold to Purchaser, in which case until the date of such sale) for the conduct of the portions of the Business related to the Phones and Modemscircumstances then existing. (fF) the Purchaser shall have delivered to Seller a copy, certified pay all registration expenses incurred by the Secretary Purchaser in complying with this Section 5.2(d); provided however that all underwriting discounts and selling commissions applicable to the Seller’s Shares covered by registrations effected pursuant to this section shall be borne by the Seller, in proportion to the number of Purchaser, shares sold by all such seller or sellers of resolutions of the Board of Directors of Purchaser authorizing the execution of this Agreement and the consummation of the transactions provided for hereincommon shares. (g) Purchaser shall have delivered to Seller such other documents, instruments and confirmations as may reasonably be required to fully effect the transaction contemplated hereby.

Conditions to Obligations of Seller to Close. Seller's The obligation of the Seller to close sell the transactions described herein shall be Acquired Assets at the Closing is subject to the satisfaction, on satisfaction at or before prior to the applicable closing, Closing of each of the following conditions unless (any of which may be waived in writing by Seller:, in whole or in part): (a) Each of the representations conditions set forth in Sections 8.1(c), (d), (j), (k), (l) and warranties of Purchaser contained herein, and in any certificate delivered pursuant hereto, (o) shall be true and correct in all material respects on and as of the Closing Date.have been satisfied; (b) Purchaser shall have delivered to Seller certified resolutions of Purchaser's board of directors and Purchaser's shareholders authorizing Purchaser's execution, delivery and performance of this Agreement.tendered the Closing Date Payment in immediately available funds in accordance with the terms hereof; (c) The parties shall have obtained all necessary approvals for the proposed transaction from all applicable lending[Purchaser has delivered to Seller an executed guarantee of Vitec Group Holdings (US), governmental and regulatory authoritiesInc., includinga Delaware corporation, without limitation, the approval of the Bankruptcy Court guaranteeing Purchaser's payment obligations pursuant to one or more written final and non-appealable court orders in form and substance satisfactory to Seller, which orders shall include a finding that Purchaser is entitled to the protections of Section 363(m) of the United States Bankruptcy Code.2.2]; (d) Purchaser shall have delivered to Seller a certified copy All of the Purchaser's Articles of Incorporation, including all amendments theretorepresentations and warranties in this Agreement (considered collectively), and a Certificate each of Good Standing issued by these representations and warranties (considered individually), must have been accurate in all material respects as of the Secretary date of State of Illinois with respect to Purchaser this Agreement, and each other jurisdiction where Purchaser conducts its business, dated within fifteen (15) days must be accurate in all material respects as of the Closing Date as if made on the Closing Date., without giving effect to any supplement to the schedules attached hereto (if applicable), except those representations and warranties which are qualified as to materiality, in which case such representations and warranties must have been accurate in all respects as of the date of this Agreement, and must be accurate in all respects as of the Closing Date as if made on the Closing Date; (e) As a condition All of the covenants and obligations that Purchaser is required to perform or to comply with pursuant to this Agreement at or prior to the sale Closing (considered collectively), and each of the Purchased Assetsthese covenants and obligations (considered individually), must have been duly performed and complied with in all material respects, except those covenants and obligations of Purchaser shall have delivered which are qualified as to Seller at the Closing the Purchase Price described in Paragraph 4(a) above and, as a condition to the sale of the Real Estate at the Real Estate Closing the Purchase Price described in Paragraph 4(b) above; provided, however, that Purchaser shall have unrestricted access to the Real Estate and right to use the Real Estate without charge to Purchaser, for the purpose of 10 conducting the portion of the Business relating to radar detectors (and also for the purpose of conducting the portions of the Business related to the phones and/or modems, if the Phone Assets and/or the Modem Assets are sold to Purchaser, from the date of such sale) for the period from the Closing to the Real Estate Closing. Purchaser acknowledges that Seller will also be entitled to unrestricted access to and right to use the Real Estate during the above described period and for ninety (90) days thereafter without charge to Seller (unless the Phone Assets and Modem Assets are sold to Purchasermateriality, in which case until the date of such sale) for the conduct of the portions of the Business related to the Phones covenants and Modemsobligations must have been duly performed and complied with in all respects. (f) Purchaser shall have delivered deliver to Seller a copythe opinion of Xxxxxxx Xxxxxxx, certified by the Secretary of PurchaserEsq., of resolutions of the Board of Directors of Purchaser authorizing the execution of this Agreement in form and the consummation of the transactions provided for herein. (g) Purchaser shall have delivered substance reasonably satisfactory to Seller such other documents, instruments and confirmations as may reasonably be required to fully effect the transaction contemplated herebyParent.

Conditions to Obligations of Seller to Close. Seller's The obligation of Seller to close effect the transactions described herein shall be contemplated by this Agreement is subject to the satisfactionsatisfaction (or waiver by Seller), on prior to or before at the applicable closingClosing, of each of the following conditions unless waived in writing by Sellerconditions: (a) Each of the representations and warranties of Purchaser contained hereinin this Agreement shall be true and correct as of the Effective Date and as of the Closing Date as though made on and as of the Closing Date (read without regard to any qualifications as to Purchaser Material Adverse Effect or materiality) except where the failure of such representations and warranties to be so true and correct would not, and would not reasonably be expected to, result in any certificate delivered pursuant heretoa Purchaser Material Adverse Effect; provided, that (i) those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date and (ii) the Purchaser Fundamental Representations shall be true and correct in all material respects on and as of the Closing Daterespects. (b) The covenants, agreements and obligations of Purchaser to be complied with on or before Closing pursuant to the terms of this Agreement shall have delivered to Seller certified resolutions of Purchaser's board of directors been duly and Purchaser's shareholders authorizing Purchaser's execution, delivery and performance of this Agreementfully complied with in all material respects on or before the Closing. (c) The parties Seller shall have obtained all necessary approvals for received at the proposed transaction from all applicable lending, governmental Closing a certificate dated the Closing Date and regulatory authorities, including, without limitation, validly executed on behalf of Purchaser by an appropriate executive officer of Purchaser certifying that the approval of the Bankruptcy Court pursuant to one or more written final conditions specified in Section 7.3(a) and non-appealable court orders in form and substance satisfactory to Seller, which orders shall include a finding that Purchaser is entitled to the protections of Section 363(m7.3(b) of the United States Bankruptcy Codehave been satisfied. (d) Purchaser The Seller Guarantees shall have delivered to Seller a certified copy of Purchaser's Articles of Incorporation, including all amendments thereto, and a Certificate of Good Standing issued by the Secretary of State of Illinois with respect to Purchaser and each other jurisdiction where Purchaser conducts its business, dated within fifteen (15) days of been released on or before the Closing Date. (e) As a condition to the sale of the Purchased Assets, Purchaser shall have delivered to Seller at the Closing the Purchase Price described in Paragraph 4(a) above and, as a condition to the sale all of the Real Estate at the Real Estate Closing the Purchase Price described items specified to be delivered by Purchaser in Paragraph 4(b) above; provided, however, that Purchaser shall have unrestricted access to the Real Estate and right to use the Real Estate without charge to Purchaser, for the purpose of 10 conducting the portion of the Business relating to radar detectors (and also for the purpose of conducting the portions of the Business related to the phones and/or modems, if the Phone Assets and/or the Modem Assets are sold to Purchaser, from the date of such sale) for the period from the Closing to the Real Estate Closing. Purchaser acknowledges that Seller will also be entitled to unrestricted access to and right to use the Real Estate during the above described period and for ninety (90) days thereafter without charge to Seller (unless the Phone Assets and Modem Assets are sold to Purchaser, in which case until the date of such sale) for the conduct of the portions of the Business related to the Phones and ModemsSection 3.3. (f) Purchaser shall have delivered to Seller a copy, certified by the Secretary of Purchaser, of resolutions of the Board of Directors of Purchaser authorizing the execution of this Agreement and the consummation of the transactions provided for herein. (g) Purchaser shall have delivered to Seller such other documents, instruments and confirmations as may reasonably be required to fully effect the transaction contemplated hereby.

Conditions to Obligations of Seller to Close. Seller's The obligation of Seller to close consummate the transactions described herein shall be contemplated hereby is subject to the satisfaction, on satisfaction at or before the applicable closing, Closing of all of the following conditions unless conditions, any one or more of which may be waived in writing by Seller, in Seller’s sole discretion; provided, however, Seller may not rely on the failure of any condition set forth in this Section 2.3 to be satisfied if such failure was caused by Seller’s failure to comply with or perform any of its covenants or obligations set forth in this Agreement: (a) Each All of the representations and warranties made by Purchaser in this Agreement shall be (i) true and correct as of Purchaser contained hereinthe date hereof and (ii) true and correct in all material respects at and as of the Closing as though made then and as though the Closing Date were substituted for the date of this Agreement throughout Section 3.3 (except to the extent such representations and warranties are made as of a specified date, in which case, such representations and in any certificate delivered pursuant hereto, warranties shall be true and correct in all material respects on as of such specified date); provided, however, that such representations and warranties that are qualified by Materiality Qualifiers (as so qualified) shall be true and correct in all respects at and as of the Closing Dateas though made then and as though the Closing Date were substituted for the date of this Agreement throughout Section 3.3 (except to the extent such representations and warranties are made as of a specified date, in which case, such representations and warranties shall be true and correct in all respects as of such specified date). (b) Purchaser shall have delivered performed and complied in all material respects with all of its covenants, obligations and agreements under this Agreement to Seller certified resolutions of Purchaser's board of directors and Purchaser's shareholders authorizing Purchaser's execution, delivery and performance of this Agreementbe performed or complied with on or before the Closing. (c) The parties No Legal Proceeding shall have obtained all necessary approvals for the proposed transaction from all applicable lending, governmental and regulatory authorities, including, without limitation, the approval be pending in which an unfavorable Order would (i) prevent consummation of any of the Bankruptcy Court pursuant to one transactions contemplated by this Agreement or more written final and non-appealable court orders in form and substance satisfactory to Seller, which orders shall include a finding that Purchaser is entitled to the protections of Section 363(many Related Agreement or (ii) cause any of the United States Bankruptcy Codetransactions contemplated by this Agreement or any Related Agreement to be rescinded following consummation, and no such Order shall be in effect. (d) Purchaser shall have delivered to Seller each of the following at or before the Closing: (i) the Purchase Price pursuant to and in accordance with Section 1.2(a); (ii) a certified copy certificate of a duly authorized officer of Purchaser's Articles of Incorporation, including all amendments thereto, and a Certificate of Good Standing issued by the Secretary of State of Illinois with respect to Purchaser and each other jurisdiction where Purchaser conducts its business, dated within fifteen (15) days as of the Closing Date.Date and executed by such officer, to the effect that each of the conditions specified in Sections 2.3(a), (b) and (c) is satisfied in all respects; and (eiii) As a condition to the sale of the Purchased AssetsEscrow Agreement, duly executed by Purchaser shall have delivered to Seller at the Closing the Purchase Price described in Paragraph 4(a) above and, as a condition to the sale of the Real Estate at the Real Estate Closing the Purchase Price described in Paragraph 4(b) above; provided, however, that Purchaser shall have unrestricted access to the Real Estate and right to use the Real Estate without charge to Purchaser, for the purpose of 10 conducting the portion of the Business relating to radar detectors (and also for the purpose of conducting the portions of the Business related to the phones and/or modems, if the Phone Assets and/or the Modem Assets are sold to Purchaser, from the date of such sale) for the period from the Closing to the Real Estate Closing. Purchaser acknowledges that Seller will also be entitled to unrestricted access to and right to use the Real Estate during the above described period and for ninety (90) days thereafter without charge to Seller (unless the Phone Assets and Modem Assets are sold to Purchaser, in which case until the date of such sale) for the conduct of the portions of the Business related to the Phones and Modems. (f) Purchaser shall have delivered to Seller a copy, certified by the Secretary of Purchaser, of resolutions of the Board of Directors of Purchaser authorizing the execution of this Agreement and the consummation of the transactions provided for hereinEscrow Agent. (g) Purchaser shall have delivered to Seller such other documents, instruments and confirmations as may reasonably be required to fully effect the transaction contemplated hereby.

Conditions to Obligations of Seller to Close. Seller's The obligation of Seller to close effect the transactions described herein shall be Sale is subject to the satisfactionsatisfaction (or waiver by Seller in its sole discretion), on prior to or before at the applicable closingClosing, of each of the following conditions unless waived in writing by Sellerconditions: (a) Each of the (i) The representations and warranties of Purchaser Purchasers contained herein, in Section 5.1(a) and in Section 5.2 (without giving effect to any certificate delivered pursuant hereto, limitation as to “materiality,” “Material Adverse Effect” or similar materiality qualifiers set forth therein) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing DateDate and (ii) the other representations and warranties of Purchasers contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality,” “Material Adverse Effect” or similar materiality qualifiers set forth therein) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date), except in the case of this clause (ii), where the failure to be so true and correct would not have, and would not reasonably be expected to have, a Purchaser Material Adverse Effect. (b) Purchaser The covenants and agreements of Purchasers to be complied with on or prior to Closing pursuant to the terms of this Agreement shall have delivered to Seller certified resolutions of Purchaser's board of directors and Purchaser's shareholders authorizing Purchaser's execution, delivery and performance of this Agreementbeen complied with in all material respects. (c) The parties Seller shall have obtained all necessary approvals for received at the proposed transaction from all applicable lending, governmental Closing a certificate dated the Closing Date and regulatory authorities, including, without limitation, validly executed on behalf of Purchasers by an appropriate executive officer of Purchasers certifying that the approval of the Bankruptcy Court pursuant to one or more written final conditions specified in Section 7.3(a) and non-appealable court orders in form and substance satisfactory to Seller, which orders shall include a finding that Purchaser is entitled to the protections of Section 363(m7.3(b) of the United States Bankruptcy Codehave been satisfied. (d) Purchaser Seller shall have delivered to Seller a certified copy of Purchaser's Articles of Incorporation, including received at the Closing all amendments thereto, and a Certificate of Good Standing issued by the Secretary of State of Illinois with respect to Purchaser and each other jurisdiction where Purchaser conducts its business, dated within fifteen (15) days of the Closing Dateitems listed in Section 3.5. (e) As a condition to the sale of the Purchased Assets, Purchaser shall have delivered to Seller at the Closing the Purchase Price described in Paragraph 4(a) above and, as a condition to the sale of the Real Estate at the Real Estate Closing the Purchase Price described in Paragraph 4(b) above; provided, however, that Purchaser shall have unrestricted access to the Real Estate and right to use the Real Estate without charge to Purchaser, for the purpose of 10 conducting the portion of the Business relating to radar detectors (and also for the purpose of conducting the portions of the Business related to the phones and/or modems, if the Phone Assets and/or the Modem Assets are sold to Purchaser, from Since the date of such sale) for the period from the Closing to the Real Estate Closing. this Agreement, there has not been a Purchaser acknowledges that Seller will also be entitled to unrestricted access to and right to use the Real Estate during the above described period and for ninety (90) days thereafter without charge to Seller (unless the Phone Assets and Modem Assets are sold to Purchaser, in which case until the date of such sale) for the conduct of the portions of the Business related to the Phones and ModemsMaterial Adverse Effect. (f) Purchaser shall have delivered to Seller a copy, certified by the Secretary of Purchaser, of resolutions of the Board of Directors of Purchaser authorizing the execution of this Agreement and the consummation of the transactions provided for herein. (g) Purchaser shall have delivered to Seller such other documents, instruments and confirmations as may reasonably be required to fully effect the transaction contemplated hereby.