Common use of CONDITIONS TO OBLIGATIONS OF THE COMPANY AND THE COMPANY STOCKHOLDERS Clause in Contracts

CONDITIONS TO OBLIGATIONS OF THE COMPANY AND THE COMPANY STOCKHOLDERS. The obligation of the Company and the Company Stockholders to consummate the transactions to be performed by them in connection with the Closing are subject to the satisfaction, or waiver by the Company and the Stockholders' Representative, of the following conditions: (a) the Buyer shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, necessary for the consummation by the Buyer of the Acquisition and the transactions contemplated by this Agreement and the Other Stock Purchase Agreements; (b) the representations and warranties of the Buyer as set forth in Article IV above shall have been true and correct when made on the Agreement Date and shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date, except for representations and warranties made as of a specific date, which shall be true and correct as of such date; (c) the Buyer shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (d) the Buyer shall have delivered to the Company and the Stockholders' Representative a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified in clauses (a) through (c) of this Section 6.2 is satisfied in all respects; (e) the Stockholders' Representative shall have received from Hale xxx Dorr XXX, counsel to the Buyer, an opinion in the form attached hereto as EXHIBIT G, addressed to the Selling Stockholders and dated as of the Closing Date; (f) the Buyer and each of the Company Stockholders named therein shall have entered into the Registration Rights Agreement and such Agreement shall be in full force and effect on the Closing Date in accordance with its terms; (g) the Buyer, the Selling Stockholders and the Escrow Agent shall have entered into the Escrow Agreement and such Agreement shall be in full force and effect on the Closing Date in accordance with its terms; (h) the Buyer shall have delivered to the Stockholders' Representative a certificate issued by the Secretary of State of the State of Delaware as of the Closing Date as to the continued legal existence and good standing of the Buyer in Delaware as of the Closing Date; (i) the Buyer shall have delivered to the Stockholders' Representative copies of the resolutions authorizing the Acquisition and the transactions contemplated by this Agreement; (j) the Stockholders' Representative shall have received a copy of a letter from each of Lindebergs and Deloitte & Touche, L.L.P., auditors for the Company and the Buyer, respectively, in a form reasonably satisfactory to the Buyer, to the effect that the Company and, in the case of the letter from Deloitte & Touche, L.L.P., the Buyer may treat the Acquisition as a "pooling of interests" for accounting purposes; (k) each of Hans Xxxxxxxxx, Xxhan Borendal, Bjorx Xxxx, Xxrix Xxxx xxx Petex Xxxxxx xxxll have received an employment offer letter from the Company or the Buyer in substantially the form attached hereto as EXHIBIT C; (l) each of Rolf Xxxxx xxx Petex Xxxx xxxll have entered into a Consulting Agreement with the Company and the Buyer in substantially the form attached hereto as EXHIBIT D and each such Agreement shall be in full force and effect on the Closing Date in accordance with its terms; (m) the Buyer Shares and the shares of Buyer Common Stock to be issued under the Other Stock Purchase Agreements shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; and (n) all actions to be taken by the Buyer in connection with the Acquisition and the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Stockholders' Representative.

CONDITIONS TO OBLIGATIONS OF THE COMPANY AND THE COMPANY STOCKHOLDERS. The obligation obligations of the Company Stockholders and the Company Stockholders to consummate carry out the transactions to be performed contemplated by them in connection with this Agreement are subject, at the Closing are subject option of the Company Stockholders and the Company, to the satisfaction, satisfaction or waiver by the Company and the Stockholders' Representative, of the following conditions: (a) the Buyer shall have obtained furnished Company Stockholders with a certified copy of all necessary board of the waiversdirectors and corporate action on its behalf approving its execution, permits, consents, approvals or other authorizations, delivery and effected all performance of the registrations, filings and notices, necessary for the consummation by the Buyer of the Acquisition and the transactions contemplated by this Agreement and the Other Stock Purchase Agreements;Agreement. (b) the All representations and warranties of the Buyer as set forth contained in Article IV above shall have been true and correct when made on the this Agreement Date and shall be true and correct in all material respects at and as of the Closing Date as if made as of the Closing DateClosing, except for representations and warranties made as of a specific date, which shall be true Parent and correct as of such date; (c) the Buyer shall have performed or complied with its and satisfied in all material respects all covenants and agreements and covenants required by this Agreement to be performed or complied with under this Agreement as of and satisfied by Buyer at or prior to the Closing;. (c) Except for matters disclosed in Schedule 5.9(a) or Schedule 5.9(b) attached hereto, since the June 30, 2008 Balance Sheet Date and up to and including the Closing, there shall not have been any event, circumstance, change or effect that, individually or in the aggregate, had or might have a material adverse effect on the Buyer’s business, operations, prospects, Properties or financial condition. (d) The Company Stockholders shall have completed its due diligence investigation, and the results thereof shall not have revealed that any of the representations of the Buyer shall have delivered or the Parent set forth herein are untrue or incorrect in any respect or otherwise be unsatisfactory to the Company and the Stockholders' Representative a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified in clauses (a) through (c) of this Section 6.2 is satisfied in all respects; (e) the Stockholders' Representative shall have received from Hale xxx Dorr XXX, counsel to the Buyer, an opinion in the form attached hereto as EXHIBIT G, addressed to the Selling Stockholders and dated as of the Closing Date; (f) the Buyer and each of the Company Stockholders named therein shall have entered into the Registration Rights Agreement and such Agreement shall be in full force and effect on the Closing Date in accordance with its terms; (g) the Buyer, the Selling Stockholders and the Escrow Agent shall have entered into the Escrow Agreement and such Agreement shall be in full force and effect on the Closing Date in accordance with its terms; (h) the Buyer shall have delivered to the Stockholders' Representative a certificate issued by the Secretary of State of the State of Delaware as of the Closing Date as to the continued legal existence and good standing of the Buyer in Delaware as of the Closing Date; (i) the Buyer shall have delivered to the Stockholders' Representative copies of the resolutions authorizing the Acquisition and the transactions contemplated by this Agreement; (j) the Stockholders' Representative shall have received a copy of a letter from each of Lindebergs and Deloitte & Touche, L.L.P., auditors for the Company and the Buyer, respectively, in a form reasonably satisfactory to the Buyer, to the effect that the Company and, in the case of the letter from Deloitte & Touche, L.L.P., the Buyer may treat the Acquisition as a "pooling of interests" for accounting purposes; (k) each of Hans Xxxxxxxxx, Xxhan Borendal, Bjorx Xxxx, Xxrix Xxxx xxx Petex Xxxxxx xxxll have received an employment offer letter from the Company or the Buyer in substantially the form attached hereto as EXHIBIT C; (l) each of Rolf Xxxxx xxx Petex Xxxx xxxll have entered into a Consulting Agreement with the Company and the Buyer in substantially the form attached hereto as EXHIBIT D and each such Agreement shall be in full force and effect on the Closing Date in accordance with its terms; (m) the Buyer Shares and the shares of Buyer Common Stock to be issued under the Other Stock Purchase Agreements shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; and (n) all actions All proceedings to be taken by the Buyer in connection with the Acquisition and the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby incident thereto shall be reasonably satisfactory in form and substance to the Company Stockholders and its counsel, and the Company Stockholders and said counsel shall have received all such counterpart originals or certified or other copies of such documents as it or they may reasonably request. (f) As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of the Company, or Company Stockholders' Representative) shall be pending or threatened before any Governmental Authority seeking to restrain the Company or prohibit the Closing or seeking Damages against the Company as a result of the consummation of this Agreement. (g) The Company Stockholders and the Company shall have received the opinion(s) of Xxxx Stiefenhofer Xxxx and Xxxxxxx Xxxx, LLP, counsel to Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, with respect to the matters set forth in Sections 5.1, 5.2 and 5.3(i). In rendering such opinion, such legal counsel may rely as to factual matters on certificates of officers and directors of Buyer and on certificates of governmental officials, and (i) as to matters of Hungarian law, on the legal opinion of Xxxx Stiefenhofer Xxxx, and (ii) as to matters of United States law, on the legal opinion of Xxxxxxx Xxxx LLP. (h) The Buyer shall have made the deliveries set forth in Section 3.3 above. (i) A condition precedent to Closing will be: (A) The transactions contemplated by Section 2.2 and by Section 2.3. of this Agreement shall have been completed; and (B) Buyer shall have executed and delivered the Employment Agreements of Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx in the form attached hereto as Exhibit A-1 and Exhibit A-2, respectively. (j) The Parent, the Buyer shall have executed and delivered to the Company Stockholders a shareholders agreement between the Parent, the Buyer and the Company Stockholders, to be executed and delivered on the Closing Date. and in substantially the form annexed hereto as Exhibit B and made a part hereof (the “Shareholders Agreement”). (k) The Parent and the Buyer shall have made the deliveries contemplated by Section 3.3 of this Agreement.

CONDITIONS TO OBLIGATIONS OF THE COMPANY AND THE COMPANY STOCKHOLDERS. The obligation obligations of the Company Stockholders and the Company Stockholders to consummate carry out the transactions to be performed contemplated by them in connection with this Agreement are subject, at the Closing are subject option of the Company Stockholders and the Company, to the satisfaction, satisfaction or waiver by the Company and the Stockholders' Representative, of the following conditions: (a) the Buyer shall have obtained furnished Company Stockholders with a certified copy of all necessary board of the waiversdirectors and corporate action on its behalf approving its execution, permits, consents, approvals or other authorizations, delivery and effected all performance of the registrations, filings and notices, necessary for the consummation by the Buyer of the Acquisition and the transactions contemplated by this Agreement and the Other Stock Purchase Agreements;Agreement. (b) the All representations and warranties of the Buyer as set forth contained in Article IV above shall have been true and correct when made on the this Agreement Date and shall be true and correct in all material respects at and as of the Closing Date as if made as of the Closing DateClosing, except for representations and warranties made as of a specific date, which shall be true Parent and correct as of such date; (c) the Buyer shall have performed or complied with its and satisfied in all material respects all covenants and agreements and covenants required by this Agreement to be performed or complied with under this Agreement as of and satisfied by Buyer at or prior to the Closing;. (c) Except for matters disclosed in Schedule 5.9(a) or Schedule 5.9(b) attached hereto, since the December 31, 2008 Balance Sheet Date and up to and including the Closing, there shall not have been any event, circumstance, change or effect that, individually or in the aggregate, had or might have a material adverse effect on the Buyer’s business, operations, prospects, Properties or financial condition. (d) The Company Stockholders shall have completed its due diligence investigation, and the results thereof shall not have revealed that any of the representations of the Buyer shall have delivered or the Parent set forth herein are untrue or incorrect in any respect or otherwise be unsatisfactory to the Company and the Stockholders' Representative a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified in clauses (a) through (c) of this Section 6.2 is satisfied in all respects; (e) the Stockholders' Representative shall have received from Hale xxx Dorr XXX, counsel to the Buyer, an opinion in the form attached hereto as EXHIBIT G, addressed to the Selling Stockholders and dated as of the Closing Date; (f) the Buyer and each of the Company Stockholders named therein shall have entered into the Registration Rights Agreement and such Agreement shall be in full force and effect on the Closing Date in accordance with its terms; (g) the Buyer, the Selling Stockholders and the Escrow Agent shall have entered into the Escrow Agreement and such Agreement shall be in full force and effect on the Closing Date in accordance with its terms; (h) the Buyer shall have delivered to the Stockholders' Representative a certificate issued by the Secretary of State of the State of Delaware as of the Closing Date as to the continued legal existence and good standing of the Buyer in Delaware as of the Closing Date; (i) the Buyer shall have delivered to the Stockholders' Representative copies of the resolutions authorizing the Acquisition and the transactions contemplated by this Agreement; (j) the Stockholders' Representative shall have received a copy of a letter from each of Lindebergs and Deloitte & Touche, L.L.P., auditors for the Company and the Buyer, respectively, in a form reasonably satisfactory to the Buyer, to the effect that the Company and, in the case of the letter from Deloitte & Touche, L.L.P., the Buyer may treat the Acquisition as a "pooling of interests" for accounting purposes; (k) each of Hans Xxxxxxxxx, Xxhan Borendal, Bjorx Xxxx, Xxrix Xxxx xxx Petex Xxxxxx xxxll have received an employment offer letter from the Company or the Buyer in substantially the form attached hereto as EXHIBIT C; (l) each of Rolf Xxxxx xxx Petex Xxxx xxxll have entered into a Consulting Agreement with the Company and the Buyer in substantially the form attached hereto as EXHIBIT D and each such Agreement shall be in full force and effect on the Closing Date in accordance with its terms; (m) the Buyer Shares and the shares of Buyer Common Stock to be issued under the Other Stock Purchase Agreements shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; and (n) all actions All proceedings to be taken by the Buyer in connection with the Acquisition and the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby incident thereto shall be reasonably satisfactory in form and substance to the Company Stockholders and its counsel, and the Company Stockholders and said counsel shall have received all such counterpart originals or certified or other copies of such documents as it or they may reasonably request. (f) As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of the Company, or Company Stockholders' Representative) shall be pending or threatened before any Governmental Authority seeking to restrain the Company or prohibit the Closing or seeking Damages against the Company as a result of the consummation of this Agreement. (g) The Company Stockholders and the Company shall have received the opinion(s) of Nxxx Sxxxxxxxxxxx Lxxx and Hxxxxxx Xxxx, LLP, counsel to Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, with respect to the matters set forth in Sections 5.1, 5.2 and 5.3(i). In rendering such opinion, such legal counsel may rely as to factual matters on certificates of officers and directors of Buyer and on certificates of governmental officials, and (i) as to matters of Hungarian law, on the legal opinion of Nxxx Stiefenhofer Lxxx, and (ii) as to matters of United States law, on the legal opinion of Hxxxxxx Xxxx LLP. (h) The Buyer shall have made the deliveries set forth in Section 3.3 above. (i) A condition precedent to Closing will be: (A) The transactions contemplated by Section 2.2 and by Section 2.3. of this Agreement shall have been completed; and (B) Buyer shall have executed and delivered the Employment Agreements of Ixxxxx Xxxxxxxx and Axxxxx Xxxxxxx in the form attached hereto as Exhibit A-1 and Exhibit A-2, respectively. (j) The Parent, the Buyer shall have executed and delivered to the Company Stockholders a shareholders agreement between the Parent, the Buyer and the Company Stockholders, to be executed and delivered on the Closing Date. and in substantially the form annexed hereto as Exhibit B and made a part hereof (the “Shareholders Agreement”). (k) The Parent and the Buyer shall have made the deliveries contemplated by Section 3.3 of this Agreement.

CONDITIONS TO OBLIGATIONS OF THE COMPANY AND THE COMPANY STOCKHOLDERS. The obligation obligations of the Company Stockholders and the Company Stockholders to consummate carry out the transactions to be performed contemplated by them in connection with this Agreement are subject, at the Closing are subject option of the Management Stockholders and the Company, to the satisfaction, satisfaction or waiver by the Company and the Stockholders' Representative, Management Stockholders of the following conditions: (a) the Buyer STF shall have obtained furnished the Company Stockholders with a certified copy of all necessary board of the waiversdirectors and corporate action on its behalf approving its execution, permits, consents, approvals or other authorizations, delivery and effected all performance of the registrations, filings and notices, necessary for the consummation by the Buyer of the Acquisition and the transactions contemplated by this Agreement and the Other Stock Purchase Agreements;Exhibits and Schedules. (b) the All representations and warranties of the Buyer as set forth STF contained in Article IV above shall have been true and correct when made on the this Agreement Date and shall be true and correct (without giving effect to any materiality or material adverse effect qualification therein) in all material respects at and as of the Closing Date as if made as of the Closing DateClosing, except for representations and warranties made as of a specific date, which shall be true and correct as of such date; (c) the Buyer STF shall have performed or complied with its and satisfied in all material respects all covenants and agreements and covenants required by this Agreement to be performed or complied with under this Agreement as of and satisfied by STF at or prior to the Closing;. (c) There shall not have occurred any Material Adverse Effect with respect to STF. (d) STF and/or the Buyer Company shall have delivered consummated one or more senior secured debt or equity financings on terms and conditions that are reasonable acceptable to each of STF, AEP, and the Management Stockholders, pursuant to which up to €36,500,000 (USD $50,000,000) shall be made available to the Company and (the Stockholders' Representative a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each “Algatec Financing”). The proceeds of the conditions specified in clauses (a) through (c) of this Section 6.2 is satisfied in all respects; (e) the Stockholders' Representative shall have received from Hale xxx Dorr XXX, counsel to the Buyer, an opinion in the form attached hereto as EXHIBIT G, addressed to the Selling Stockholders and dated as of the Closing Date; (f) the Buyer and each of the Company Stockholders named therein shall have entered into the Registration Rights Agreement and such Agreement Algatec Financing shall be in full force and effect on the Closing Date in accordance with its terms; (g) the Buyer, the Selling Stockholders and the Escrow Agent shall have entered into the Escrow Agreement and such Agreement shall be in full force and effect on the Closing Date in accordance with its terms; (h) the Buyer shall have delivered used to the Stockholders' Representative a certificate issued by the Secretary of State of the State of Delaware as of the Closing Date as to the continued legal existence and good standing of the Buyer in Delaware as of the Closing Date; (i) construct the Buyer Plant Addition, and (ii) purchase the Equipment Additions. As used in this Agreement, the term “Plant Addition” shall have delivered mean the construction of a proposed 100,000 square foot plant facility on the real estate in Xxxxxx, Germany currently owned by the Company that is adjacent to the Stockholders' Representative copies of the resolutions authorizing the Acquisition and the transactions contemplated by existing plant facility As used in this Agreement; , the term “Equipment Additions” shall mean the reference to the metallurgical crystalline silicon cell threading equipment manufactured by The Komax Group AG (j) the Stockholders' Representative shall have received a copy of a letter from each of Lindebergs “Komax”), solar module laminating equipment and Deloitte & Touche, L.L.P., auditors for other fixed assets to be purchased by the Company and the Buyer, respectively, in a form reasonably satisfactory to the Buyer, to the effect that the Company and, for installation in the case Plant Addition and having an estimated cost of the letter from Deloitte & Touche, L.L.P., the Buyer may treat the Acquisition as a "pooling of interests" for accounting purposes; €34,600,000 (k) each of Hans Xxxxxxxxx, Xxhan Borendal, Bjorx Xxxx, Xxrix Xxxx xxx Petex Xxxxxx xxxll have received an employment offer letter from the Company or the Buyer in substantially the form attached hereto as EXHIBIT C; (l) each of Rolf Xxxxx xxx Petex Xxxx xxxll have entered into a Consulting Agreement with the Company and the Buyer in substantially the form attached hereto as EXHIBIT D and each such Agreement shall be in full force and effect on the Closing Date in accordance with its terms; (m) the Buyer Shares and the shares of Buyer Common Stock to be issued under the Other Stock Purchase Agreements shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; and (n) all actions to be taken by the Buyer in connection with the Acquisition and the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Stockholders' RepresentativeUSD $47,400,000).