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

Conditions to Obligations of the Parent and Merger Sub. The obligation of the Parent and Merger Sub to effect the Merger is further subject to satisfaction or waiver of the following conditions: (a) (i) The representations and warranties of the Company set forth herein (other than the representations and warranties set forth in the first three sentences of Section 2.3(a) and in the first sentence of Section 2.3(d) (collectively, the “Company Capitalization Representations”), the representations and warranties set forth in Sections 2.4 (Authority), 2.15(b)(xv) (funds invested through Saifun (BVI) Limited), 2.16 (Brokers), 2.19 (Opinion of Financial Advisor), 2.20 (Board Approval) and 2.21 (Inapplicability of Certain Statutes) (collectively, the “Excluded Company Representations”) and the representation and warranty set forth in clause (a) of the third sentence of Section 2.9) shall be true and correct as of the date hereof and as of the Effective Time, with the same effect as if made at and as of such time (except to the extent that any such representation or warranty is expressly made as of an earlier specific date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (ii) the Company Capitalization Representations shall be true and correct in all material respects as of the dates set forth therein, provided that the condition set forth in this Section 6.3(a)(ii) shall be deemed satisfied with respect to Company Shares or rights to acquire Company Shares if the actual number of Company Shares or rights to acquire Company Shares as of the date hereof is greater than the applicable number thereof represented in the Company Capitalization Representations by no more than 0.5%;(iii) the Excluded Company Representations shall be true and correct in all material respects as of the dates set forth therein; and (iv) the representation and warranty set forth in clause (a) of the third sentence of Section 2.9 shall be true and correct in all respects. The Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company to such effect. (b) The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. The Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company to such effect. (c) Since the date of this Agreement, there shall have been no Material Adverse Change in the Company on or before the Closing Date that shall not have been cured by the Closing Date, and the Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect. (d) In the event that any of the individuals set forth in Schedule B have not entered into Retention and Noncompetition Agreements concurrent with the execution of this Agreement, each of such individuals shall have entered into Retention and Noncompetition Agreements. Each of the Retention and Noncompetition Agreements with the individuals set forth in Schedule B shall be in full force and effect at the Effective Time. Each of the Lock-Up Agreements shall be in full force and effect at the Effective Time. (e) Consents (in form and substance satisfactory to the Parent) from the counter-parties to each of the Contracts listed on Section 6.3(e) of the Company Disclosure Letter shall have been obtained by the Company or the relevant Subsidiary of the Company that is party to such Contract. (f) Neither the Parent nor the Company shall have received any written or oral indication from the Investment Center or the Israeli income tax authorities to the effect that the consummation of the Merger will materially jeopardize or adversely affect the tax status and benefits of the Company, including its Approved Enterprise tax status and its status as an industrial company, and the Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company and the chief financial officer of the Company to such effect (only with respect to the Company). (g) If approval of the Israeli Commissioner of Restrictive Trade Practices is required in order to effect the Transactions, such approval shall have been obtained without any conditions (other than a response with standard conditions) or, alternatively, the waiting period prescribed under the RTPA, including any extensions thereof, shall have expired without receipt of a response from the Israeli Commissioner of Restrictive Trade Practices. (h) The Cash Distribution Tax Ruling shall have been obtained from the ITA, and the characterization by the ITA of the Cash Distribution shall not reasonably be expected to result in any negative impact to the Surviving Company or the Parent other than any reduction in equity inherent in the Cash Distribution. (i) All directors of the Company shall have executed and delivered to the Parent resignation letters in substantially the form attached as Exhibit D.

Conditions to Obligations of the Parent and Merger Sub. The obligation obligations of the Parent and Merger Sub to effect the Merger is are further subject to the satisfaction (or waiver by the Parent, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) (i) The representations and warranties of the Company set forth herein in (i) Article III (other than the representations Section 3.1, Section 3.4(a), Section 3.4(d), Section 3.20, Section 3.21, Section 3.22 and warranties set forth in the first three sentences of Section 2.3(a) and in the first sentence of Section 2.3(d) 3.23 (collectively, the “Company Capitalization Representations”), the representations and warranties set forth in Sections 2.4 (Authority), 2.15(b)(xv) (funds invested through Saifun (BVI) Limited), 2.16 (Brokers), 2.19 (Opinion of Financial Advisor), 2.20 (Board Approval) and 2.21 (Inapplicability of Certain Statutes) (collectively, the “Excluded Company Specified Representations”) and the representation Section 3.2(a), Section 3.2(b), Section 3.2(c), Section 3.2(d), Section 3.2(e), Section 3.2(f), and warranty set forth in clause (aSection 3.7(b)(i)) of the third sentence of Section 2.9) without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true and correct in all respects as of the date hereof of this Agreement and on and as of the Effective Time, Closing Date with the same effect as if though made at on and as of such time the Closing Date (except to the extent that any such representation or warranty is expressly made as of an earlier specific date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to havecorrect, individually or in the aggregate, has not had, and would not be reasonably likely to have, a Company Material Adverse Effect on the Company; Effect, (ii) Section 3.2(a), Section 3.2(b), Section 3.2(c), Section 3.2(d), Section 3.2(e) and Section 3.2(f) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing Date with the same effect as if made on and as of the Closing Date, (iii) the Company Capitalization Specified Representations shall be true and correct in all material respects as of the dates set forth thereindate of this Agreement and, provided that subject to any grants permitted by Section 5.1(l), on and as of the condition set forth Closing Date with the same effect as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in this which case as of such date) and (iv) Section 6.3(a)(ii3.7(b)(i) shall be deemed satisfied with respect to Company Shares or rights to acquire Company Shares if the actual number of Company Shares or rights to acquire Company Shares have been true and correct in all respects as of the date hereof is greater than of this Agreement and speaking only as of the applicable number thereof represented in the Company Capitalization Representations by no more than 0.5%;(iii) the Excluded Company Representations date of this Agreement shall still be true and correct in all material respects on and as of the dates set forth therein; and (iv) the representation and warranty set forth in clause (a) of the third sentence of Section 2.9 shall be true and correct in all respects. The Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company to such effectClosing Date. (b) The Company shall have performed or complied with in all material respects all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing Date. Agreement. (c) The Parent and Merger Sub shall have received a certificate signed executed on behalf of the Company by the chief executive officer Company’s Chief Executive Officer and Chief Financial Officer confirming on behalf of the Company to such effectthat the conditions set forth in clauses (a) and (b) of this Section 7.2 have been duly satisfied. (cd) Since the date of this Agreement, there shall have been no Material Adverse Change in the Company on or before the Closing Date that shall not have been cured by the Closing Dateany developments, and the Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect. (d) In the event that any of the individuals set forth in Schedule B have not entered into Retention and Noncompetition Agreements concurrent with the execution of this Agreementchanges, each of such individuals shall have entered into Retention and Noncompetition Agreements. Each of the Retention and Noncompetition Agreements with the individuals set forth in Schedule B shall be in full force and effect at the Effective Time. Each of the Lock-Up Agreements shall be in full force and effect at the Effective Time. (e) Consents (in form and substance satisfactory to the Parent) from the counter-parties to each of the Contracts listed on Section 6.3(e) of the Company Disclosure Letter shall have been obtained by the Company effects, events or the relevant Subsidiary of the Company that is party to such Contract. (f) Neither the Parent nor the Company shall have received any written occurrences that, individually or oral indication from the Investment Center or the Israeli income tax authorities to the effect that the consummation of the Merger will materially jeopardize or adversely affect the tax status and benefits of the Company, including its Approved Enterprise tax status and its status as an industrial company, and the Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company and the chief financial officer of the Company to such effect (only with respect to the Company). (g) If approval of the Israeli Commissioner of Restrictive Trade Practices is required in order to effect the Transactions, such approval shall have been obtained without any conditions (other than a response with standard conditions) or, alternatively, the waiting period prescribed under the RTPA, including any extensions thereof, shall have expired without receipt of a response from the Israeli Commissioner of Restrictive Trade Practices. (h) The Cash Distribution Tax Ruling shall have been obtained from the ITA, and the characterization by the ITA of the Cash Distribution shall not reasonably be expected to result in any negative impact to the Surviving Company or the Parent other than any reduction in equity inherent in the Cash Distributionaggregate, constitute a Company Material Adverse Effect. (i) All directors of the Company shall have executed and delivered to the Parent resignation letters in substantially the form attached as Exhibit D.

Conditions to Obligations of the Parent and Merger Sub. The obligation of the Parent and Merger Sub to effect the Merger is further subject to satisfaction or waiver of the following conditions: (a) (i) The representations and warranties of the Company set forth herein (other than the representations and warranties as to capitalization of the Company set forth in the first three sentences of Section 2.3(a) and in (the first sentence of Section 2.3(d) (collectively, the “"Company Capitalization Representations”), the representations and warranties set forth in Sections 2.4 (Authority), 2.15(b)(xv) (funds invested through Saifun (BVI) Limited), 2.16 (Brokers), 2.19 (Opinion of Financial Advisor), 2.20 (Board Approval) and 2.21 (Inapplicability of Certain Statutes) (collectively, the “Excluded Company Representations”") and the representation and warranty set forth in clause (a) of the third sentence of Section 2.92.9(b)) shall be true and correct in all material respects as of the date hereof and as of the Effective Time, with the same effect as if made at and as of such time (except to the extent that any such representation or warranty is expressly made as of an a specific earlier specific date, in which case as of such date); provided, except where however, that for purposes of this condition, all such representations and warranties (other than the Company Capitalization Representations and Section 2.9(b)) shall be deemed to be true and correct in all material respects unless the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “"materiality” " or “"Material Adverse Effect” " set forth therein) does not haveresults, and or would not reasonably be expected to haveresult, individually or in the aggregate, in a Material Adverse Effect on the Company; (ii) the Company Capitalization Representations shall be true and correct in all material respects as of the dates set forth therein, provided provided, that the condition set forth in this Section 6.3(a)(ii) shall be deemed satisfied with respect to Company Shares or rights to acquire Company Shares if the actual number of Company Shares or rights to acquire other securities outstanding or issuable under Company Shares Options, Company SARs or Convertible Notes outstanding as of the date hereof is greater than the applicable number thereof represented in the Company Capitalization Representations by no more than 0.5%;(iii) the Excluded Company Representations shall be true and correct in all material respects as of the dates set forth therein0.5%; and (iviii) the representation and warranty set forth in clause (aSection 2.9(b) of the third sentence of Section 2.9 shall be true and correct in all respectsrespects as of the date hereof. The Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company to such effect. (b) The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; provided, however, that unintentional breaches shall not be deemed to be a breach for purposes of this Section 6.3(b). The Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company to such effect. (c) Since Between the date of this AgreementAgreement and the Closing Date, there shall have been no Material Adverse Change in the Company on or before the Closing Date that shall not have been any change, effect, event, occurrence, condition, development or state of facts with respect to the Company or any of its Subsidiaries which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company that is not cured by the Closing Date, and the Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect. (d) In the event that any of the individuals set forth in Schedule B have not entered into Retention and Noncompetition Agreements concurrent with the execution of this Agreement, each of such individuals shall have entered into Retention and Noncompetition Agreements. Each of the Retention and Noncompetition Agreements with the individuals set forth in Schedule B shall be in full force and effect at the Effective Time. Each of the Lock-Up Agreements shall be in full force and effect at the Effective Time. (ed) Consents (in form and substance satisfactory to the Parent) The Parent shall have received from the counter-parties to each OMM an opinion dated as of the Contracts listed on Closing Date and stating that the Merger will be treated for United States Federal income tax purposes as a "reorganization" within the meaning of Section 6.3(e368(a) of the Company Disclosure Letter Code. In rendering such opinion, OMM shall rely upon the representations and covenants contained in the certificates of the Company, the Parent and Merger Sub and the opinions of the Israeli counsel as described in Section 5.17. Each such certificate shall be dated on or before the date of such opinion and shall not have been obtained by withdrawn or modified; provided, however, that if, in connection with obtaining the Court Approval from the Applicable Court, the parties agree to modifications or other changes to the terms hereof or the structure of the Merger such that such opinion cannot be rendered, then, if the Company or waives the relevant Subsidiary of condition set forth in Section 6.2(d), the Company that is party Parent and Merger Sub will be automatically and without need for further action by any Person deemed to such Contracthave concurrently therewith waived the condition set forth in this Section 6.3(d). (fe) Neither the Parent nor the Company shall have received any written or oral indication from the Investment Center or the Israeli income tax authorities to the effect that the consummation of the Merger will materially jeopardize or materially adversely affect the tax status and benefits of the Company, including its Approved Enterprise tax status and its status as an industrial company, and the Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company and the chief financial officer of the Company to such effect (only with respect to the Company). (g) If approval of the Israeli Commissioner of Restrictive Trade Practices is required in order to effect the Transactions, such approval shall have been obtained without any conditions (other than a response with standard conditions) or, alternatively, the waiting period prescribed under the RTPA, including any extensions thereof, shall have expired without receipt of a response from the Israeli Commissioner of Restrictive Trade Practices. (h) The Cash Distribution Tax Ruling shall have been obtained from the ITA, and the characterization by the ITA of the Cash Distribution shall not reasonably be expected to result in any negative impact to the Surviving Company or the Parent other than any reduction in equity inherent in the Cash Distribution. (i) All directors of the Company shall have executed and delivered to the Parent resignation letters in substantially the form attached as Exhibit D.

Conditions to Obligations of the Parent and Merger Sub. The obligation of the Parent and Merger Sub to effect the Merger is further subject to satisfaction or waiver of the following conditions: (a) (i) The representations and warranties of the Company set forth herein (other than the representations and warranties set forth in the first three sentences of Section 2.3(a) and in the first sentence of Section 2.3(d) (collectively, the “Company Capitalization Representations”), the representations and warranties set forth in Sections 2.4 (Authority), 2.15(b)(xv) (funds invested through Saifun (BVI) Limited), 2.16 (Brokers), 2.19 (Opinion of Financial Advisor), 2.20 (Board Approval) and 2.21 (Inapplicability of Certain Statutes) (collectively, the “Excluded Company Representations”) and the representation and warranty set forth in clause (a) of the third sentence of Section 2.9) shall be true and correct as of the date hereof and as of the Effective Time, with the same effect as if made at and as of such time (except to the extent that any such representation or warranty is expressly made as of an earlier specific date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (ii) the Company Capitalization Representations shall be true and correct in all material respects as of the dates set forth therein, provided that the condition set forth in this Section 6.3(a)(ii) shall be deemed satisfied with respect to Company Shares or rights to acquire Company Shares if the actual number of Company Shares or rights to acquire Company Shares as of the date hereof is greater than the applicable number thereof represented in the Company Capitalization Representations by no more than 0.5%;(iii) the Excluded Company Representations shall be true and correct in all Table of Contents material respects as of the dates set forth therein; and (iv) the representation and warranty set forth in clause (a) of the third sentence of Section 2.9 shall be true and correct in all respects. The Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company to such effect. (b) The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. The Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company to such effect. (c) Since the date of this Agreement, there shall have been no Material Adverse Change in the Company on or before the Closing Date that shall not have been cured by the Closing Date, and the Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect. (d) In the event that any of the individuals set forth in Schedule B have not entered into Retention and Noncompetition Agreements concurrent with the execution of this Agreement, each of such individuals shall have entered into Retention and Noncompetition Agreements. Each of the Retention and Noncompetition Agreements with the individuals set forth in Schedule B shall be in full force and effect at the Effective Time. Each of the Lock-Up Agreements shall be in full force and effect at the Effective Time. (e) Consents (in form and substance satisfactory to the Parent) from the counter-parties to each of the Contracts listed on Section 6.3(e) of the Company Disclosure Letter shall have been obtained by the Company or the relevant Subsidiary of the Company that is party to such Contract. (f) Neither the Parent nor the Company shall have received any written or oral indication from the Investment Center or the Israeli income tax authorities to the effect that the consummation of the Merger will materially jeopardize or adversely affect the tax status and benefits of the Company, including its Approved Enterprise tax status and its status as an industrial company, and the Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company and the chief financial officer of the Company to such effect (only with respect to the Company). (g) If approval of the Israeli Commissioner of Restrictive Trade Practices is required in order to effect the Transactions, such approval shall have been obtained without any conditions (other than a response with standard conditions) or, alternatively, the waiting period prescribed under the RTPA, including any extensions thereof, shall have expired without receipt of a response from the Israeli Commissioner of Restrictive Trade Practices. (h) The Cash Distribution Tax Ruling shall have been obtained from the ITA, and the characterization by the ITA of the Cash Distribution shall not reasonably be expected to result in any negative impact to the Surviving Company or the Parent other than any reduction in equity inherent in the Cash Distribution. (i) All directors of the Company shall have executed and delivered to the Parent resignation letters in substantially the form attached as Exhibit D.

Conditions to Obligations of the Parent and Merger Sub. The obligation of the Parent and Merger Sub to effect the Merger is further subject to satisfaction or waiver of the following conditions: (a) (i) The representations and warranties of the Company set forth herein (other than the representations and warranties as to capitalization of the Company set forth in the first three sentences of Section 2.3(a) and in the first sentence of Section 2.3(d) (collectively, the “Company Capitalization Representations”), the representations and warranties set forth in Sections 2.4 (Authority), 2.15(b)(xv) (funds invested through Saifun (BVI) Limited), 2.16 (Brokers), 2.19 (Opinion of Financial Advisor), 2.20 (Board Approval) and 2.21 (Inapplicability of Certain Statutes) (collectively, the “Excluded Company Representations”) and the representation and warranty set forth in clause (a) of the third sentence of Section 2.92.9(b)) shall be true and correct in all material respects as of the date hereof and as of the Effective Time, with the same effect as if made at and as of such time (except to the extent that any such representation or warranty is expressly made as of an a specific earlier specific date, in which case as of such date); provided, except where however, that for purposes of this condition, all such representations and warranties (other than the Company Capitalization Representations and Section 2.9(b)) shall be deemed to be true and correct in all material respects unless the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not haveresults, and or would not reasonably be expected to haveresult, individually or in the aggregate, in a Material Adverse Effect on the Company; (ii) the Company Capitalization Representations shall be true and correct in all material respects as of the dates set forth therein, provided provided, that the condition set forth in this Section 6.3(a)(ii) shall be deemed satisfied with respect to Company Shares or rights to acquire Company Shares if the actual number of Company Shares or rights to acquire other securities outstanding or issuable under Company Shares Options, Company SARs or Convertible Notes outstanding as of the date hereof is greater than the applicable number thereof represented in the Company Capitalization Representations by no more than 0.5%;(iii) the Excluded Company Representations shall be true and correct in all material respects as of the dates set forth therein0.5%; and (iviii) the representation and warranty set forth in clause (aSection 2.9(b) of the third sentence of Section 2.9 shall be true and correct in all respectsrespects as of the date hereof. The Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company to such effect. (b) The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; provided, however, that unintentional breaches shall not be deemed to be a breach for purposes of this Section 6.3(b). The Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company to such effect. (c) Since Between the date of this AgreementAgreement and the Closing Date, there shall have been no Material Adverse Change in the Company on or before the Closing Date that shall not have been any change, effect, event, occurrence, condition, development or state of facts with respect to the Company or any of its Subsidiaries which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company that is not cured by the Closing Date, and the Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect. (d) In the event that any of the individuals set forth in Schedule B have not entered into Retention and Noncompetition Agreements concurrent with the execution of this Agreement, each of such individuals shall have entered into Retention and Noncompetition Agreements. Each of the Retention and Noncompetition Agreements with the individuals set forth in Schedule B shall be in full force and effect at the Effective Time. Each of the Lock-Up Agreements shall be in full force and effect at the Effective Time. (ed) Consents (in form and substance satisfactory to the Parent) The Parent shall have received from the counter-parties to each OMM an opinion dated as of the Contracts listed on Closing Date and stating that the Merger will be treated for United States Federal income tax purposes as a “reorganization” within the meaning of Section 6.3(e368(a) of the Company Disclosure Letter Code. In rendering such opinion, OMM shall rely upon the representations and covenants contained in the certificates of the Company, the Parent and Merger Sub and the opinions of the Israeli counsel as described in Section 5.17. Each such certificate shall be dated on or before the date of such opinion and shall not have been obtained by withdrawn or modified; provided, however, that if, in connection with obtaining the Court Approval from the Applicable Court, the parties agree to modifications or other changes to the terms hereof or the structure of the Merger such that such opinion cannot be rendered, then, if the Company or waives the relevant Subsidiary of condition set forth in Section 6.2(d), the Company that is party Parent and Merger Sub will be automatically and without need for further action by any Person deemed to such Contracthave concurrently therewith waived the condition set forth in this Section 6.3(d). (fe) Neither the Parent nor the Company shall have received any written or oral indication from the Investment Center or the Israeli income tax authorities to the effect that the consummation of the Merger will materially jeopardize or materially adversely affect the tax status and benefits of the Company, including its Approved Enterprise tax status and its status as an industrial company, and the Parent shall have received a certificate signed on behalf of the Company by the chief executive officer of the Company and the chief financial officer of the Company to such effect (only with respect to the Company). (g) If approval of the Israeli Commissioner of Restrictive Trade Practices is required in order to effect the Transactions, such approval shall have been obtained without any conditions (other than a response with standard conditions) or, alternatively, the waiting period prescribed under the RTPA, including any extensions thereof, shall have expired without receipt of a response from the Israeli Commissioner of Restrictive Trade Practices. (h) The Cash Distribution Tax Ruling shall have been obtained from the ITA, and the characterization by the ITA of the Cash Distribution shall not reasonably be expected to result in any negative impact to the Surviving Company or the Parent other than any reduction in equity inherent in the Cash Distribution. (i) All directors of the Company shall have executed and delivered to the Parent resignation letters in substantially the form attached as Exhibit D.