Common use of Conditions to Obligations of Sellers and Company Clause in Contracts

Conditions to Obligations of Sellers and Company. The obligations of Sellers and Company to consummate the Closing is subject to the satisfaction, or the waiver at the Sellers’ discretion, of the following further conditions: (a) Parent, LuxCo and BHN shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) All of the representations and warranties of Parent, LuxCo and BHN contained in this Agreement, the Additional Agreements, and in any certificate or other writing delivered by Parent, LuxCo or BHN pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality or Material Adverse Effect, regardless of whether it involved a known risk, shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date. (c) Company shall have received certificates signed by an authorized officer of each of Parent, LuxCo and BHN to the foregoing effect. (d) There shall have been no event, change, or occurrence with respect to Parent which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Change. (e) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, or the public trading of Parent’s shares after the Closing Date. (f) Each of Parent, LuxCo and BHN shall have entered into and delivered a counterpart signature page of each Additional Agreement to which it is a party.

Conditions to Obligations of Sellers and Company. The obligations of Sellers and the Company to consummate the Closing is under this Agreement are subject to the satisfactionsatisfaction at or prior to the Closing Date of the following conditions, any of which may be waived in whole or in part by the waiver at Company and the Sellers’ discretion, Representative by delivery of a written notice to that effect to the following further conditionsBuyer: (a) ParentThe representations and warranties set forth in ARTICLE 4 hereof, LuxCo other than the Buyer Fundamental Representations, will be true and BHN shall correct at and as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case as of such earlier date), except for any failure of such representations and warranties to be true and correct that has not had a material adverse effect on the financial condition or operating results of the Buyer taken as a whole or on the ability of the Buyer to consummate the transactions contemplated hereby. The Buyer Fundamental Representations contained in ARTICLE 4 will be true and correct in all respects as of the date hereof and as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case as of such earlier date); (b) The Buyer will have performed in all material respects all of its obligations hereunder the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date.Closing; (bc) All The Buyer will have delivered or caused to be delivered to the Sellers’ Representative each of the representations and warranties following: (i) a certificate of ParentBuyer executed by a duly authorized officer thereof, LuxCo and BHN contained in this Agreement, the Additional Agreements, and in any certificate or other writing delivered by Parent, LuxCo or BHN pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality or Material Adverse Effect, regardless of whether it involved a known risk, shall be true and correct in all material respects at and as of dated the Closing Date, as if made at stating that the preconditions specified in Section 1.7(a) and as of such date.Section 1.7(b) have been satisfied; (cii) Company shall have received certificates signed by an a certificate of a duly authorized officer representative of each the Buyer, in form and substance reasonably satisfactory to Sellers’ Representative, attaching (i) certified copies of Parentresolutions of the Buyer’s board of directors authorizing the execution, LuxCo delivery and BHN to the foregoing effect. (d) There shall have been no event, change, or occurrence with respect to Parent which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Change. (e) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance performance of any thereof, this Agreement and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closingtransactions contemplated hereby and (ii) true, or complete and correct copies of the public trading Governing Documents of Parent’s shares after the Closing Date.Buyer; and (fiii) Each of Parentthe deliverables set forth in Section 1.9(a), LuxCo (b) and BHN shall have entered into and delivered a counterpart signature page of each Additional Agreement to which it is a party(c).

Conditions to Obligations of Sellers and Company. The obligations of Sellers and Company to consummate the Closing is subject to the satisfaction, or the waiver at the Sellers’ ’s discretion, of the following further conditions: (a) Parent, LuxCo and BHN shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) All of the representations and warranties of Parent, LuxCo and BHN contained in this Agreement, the Additional Agreements, and in any certificate or other writing delivered by Parent, LuxCo or BHN pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality or Material Adverse Effect, regardless of whether it involved a known risk, shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date. (c) Company shall have received certificates signed by an authorized officer of each of Parent, LuxCo and BHN to the foregoing effect. (d) There shall have been no event, change, or occurrence with respect to Parent which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Change. (e) No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, or the public trading of Parent’s shares after the Closing Date. (f) Each of Parent, LuxCo and BHN shall have entered into and delivered a counterpart signature page of each Additional Agreement to which it is a party.

Conditions to Obligations of Sellers and Company. The obligations obligation of ------------------------------------------------ the Sellers to sell and deliver the Securities to Buyer and the obligation of the Company to consummate sell and deliver the Closing is Newly Issued Securities to Buyer are subject to the satisfaction, satisfaction (or waiver by the Sellers or the waiver at Company, as applicable) as of the Sellers’ discretion, Closing of the following further conditions: (ai) Parent, LuxCo and BHN shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) All of the The representations and warranties of Parent, LuxCo and BHN contained Buyer made in this Agreement, the Additional Agreements, and in any certificate or other writing delivered by Parent, LuxCo or BHN pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality or Material Adverse Effect, regardless of whether it involved a known risk, Agreement shall be true and correct in all material respects at on and as of the Closing, as though made on or as of the Closing Date, as if made at except for (1) changes contemplated by this Agreement or attributable to matters disclosed by Buyer in the Schedules hereto and (2) those representations and warranties that address matters only as of such a particular date (which shall be true and correct as of that date); (ii) Buyer shall have performed the covenants of Buyer contained in this Agreement required to be performed by the time of the Closing; (iii) the Sellers shall receive an opinion, dated the Closing Date, of Xxxxx, Xxxxxx & Xxxxxxx, counsel to the Buyer, in form and substance satisfactory to the Sellers, and (iv) Buyer shall have delivered to the Sellers a certificate dated the Closing Date and signed by the duly authorized signatories of Buyer, in the form of Exhibit "C", confirming the satisfaction of the foregoing clauses (i) and (ii). (c) Company shall have received certificates signed by an authorized officer of each of Parent, LuxCo and BHN to the foregoing effect. (d) There shall have been no event, change, or occurrence with respect to Parent which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Change. (eb) No court, arbitrator injunction or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance order of any thereof, and there court or administrative agency of competent jurisdiction shall not be any provision of any applicable Law restraining or prohibiting the consummation in effect as of the Closing, Closing which restrains or prohibits the public trading purchase and sale of Parent’s shares after the Closing DateSecurities and/or the Newly Issued Securities. (f) Each of Parent, LuxCo and BHN shall have entered into and delivered a counterpart signature page of each Additional Agreement to which it is a party.