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 consummate the Merger is subject to the satisfaction (or written waiver by the Parent) of the following additional conditions: (a) [reserved]; (b) the Company shall have obtained at its own expense (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals, novations or other authorizations, and effected all of the registrations, filings and notices which are required on the part of the Company to consummate the transactions contemplated by this Agreement, including, but not limited to, the consents set forth in Section 2.4(c) of the Disclosure Schedule, and to otherwise comply with all applicable laws and regulations in connection with the consummation of the series of transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the Closing except to the extent they pertain to a different date as specifically indicated; (d) the Company and each of the Indemnifying Members shall each have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (e) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the series of transactions contemplated by this Agreement or any one of them, (ii) cause the series of transactions contemplated by this Agreement or any one of them to be rescinded following consummation or (iii) have, individually or in the aggregate, a Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Company shall have delivered to the Parent the Company Certificate; (g) the Parent shall have received the resignations, effective as of the Closing, of each manager, managing member, director and officer of the Company specified by the Parent; provided, however, that such resignation shall have no effect on any employment agreement such individual may have as disclosed on the Disclosure Schedule and or any benefits under any Company employee benefit plan in effect with respect to such individual as of the Closing. (h) Xxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx-Xxxxx and Xxxx Xxxxxxxxx shall each have entered into an employment agreement (including noncompete and non-solicitation provisions) with the Surviving Company that is acceptable to the Surviving Company and Xxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx-Xxxxx and Xxxx Xxxxxxxxx shall each have entered into confidentiality, inventions assignment and nondisclosure agreements as may be required by Parent providing to the Parent and Surviving Company the maximum trade secret and intellectual property protection under the law of the state of each such person’s residence and substantially in the form of the standard agreements currently employed by Parent for such purposes; (i) all Membership Interest Purchase Plans, if any, shall have been terminated; (j) since the date of this Agreement, there will not have occurred and there will have been no change, event or development that has had, individually or in the aggregate, a Material Adverse Effect; (k) all outstanding options to acquire a Membership Interest, if any, shall have been terminated; (l) the Company shall have obtained the Requisite Member Approval of the Members; (m) the Company, if instructed by Parent, in Parent’s sole discretion, shall have terminated all of Company’s banking facilities (provided, however, that the Parent shall have caused to be paid any indebtedness outstanding under such banking facilities. Parent will pay up to $5,000 of any pre-payment and/or termination fees required to terminate such banking facilities and the Members shall be responsible for any such fees in excess of $5,000; (n) the Parent shall have received the legal opinion of the Company’s counsel substantially in the form of Exhibit F, attached hereto, dated as of the date of this Agreement; (o) the amount of Debt at the Closing shall not exceed the Maximum Allowable Closing Debt as set forth in Section 1.6(a)(ii); (p) the Parent or one of its Affiliates shall have entered into the License Agreement with InfoNow (concerning “PowerFlow”), in substantially the form attached hereto as Exhibit G; and (q) Each of Xxxx Xxxxx and Xxx Xxxxxxxx shall have repaid in full all amounts owing by each of them to the Company.

Conditions to Obligations of the Parent and Merger Sub. The obligation of the Parent and Merger Sub to consummate the Merger transactions herein contemplated is subject to the satisfaction (at or written waiver by before the Parent) Closing of the following additional conditions: (a) [reserved]; (b) the Company shall have obtained at its own expense (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals, novations or other authorizations, and effected all of the registrations, filings and notices which are required on the part of the Company to consummate the transactions contemplated by this Agreement, including, but not limited to, the consents set forth in Section 2.4(c) of the Disclosure Schedule, and to otherwise comply with all applicable laws and regulations in connection with the consummation of the series of transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date, except to the extent they pertain such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date) (in each case, without taking into account any qualification as to materiality, material adverse change or material adverse effect contained in such representations and warranties), and the Parent and Merger Sub shall have received a different date as specifically indicatedcertificate to the foregoing effect dated the Closing Date signed by an officer of the Company; (db) the Company and each of the Indemnifying Members shall each have performed or complied with in all material respects with all of its agreements covenants and covenants required obligations contained in this Agreement to be performed or complied with under this Agreement as of by it at or prior to the ClosingEffective Time, and the Parent and Merger Sub shall have received a certificate to the foregoing effect dated the Closing Date signed by an officer of the Company; (ec) no Legal Proceeding action, suit, or proceeding shall be pending before any court or threatened quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, stipulation ruling or injunction decree would (i) prevent consummation of any of the series of transactions contemplated by this Agreement or any one of them, (ii) cause any of the series of transactions contemplated by this Agreement or any one of them to be rescinded following consummation or consummation; (iiid) havethe Parent and Merger Sub shall have completed their due diligence review regarding the Company and its business, individually or in operations, assets, liabilities, prospects and other matters as the aggregate, a Material Adverse EffectParent and Merger Sub deem relevant, and no such judgment, order, decree, stipulation or injunction the Parent and Merger Sub shall be satisfied, in effecttheir sole discretion, with the results of such review; (e) the Company shall have delivered the Schedules required to have been delivered by them pursuant to Section 7.07 of this Agreement, and such Schedules shall be satisfactory to the Parent and Merger Sub in their sole discretion; (f) the Company shall have delivered to the Parent and Merger Sub a secretary’s certificate dated as of the Company Certificate;Closing Date as to (i) its certificate or articles of incorporation, (ii) its bylaws and (iii) the duly adopted resolutions of its Board of Directors relating the Merger and the other transactions contemplated herein; and (g) the Parent and Merger Sub shall have received the resignations, effective as of the Closing, of each manager, managing member, director and officer of from counsel to the Company specified by an opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Parent; provided, however, that such resignation shall have no effect on any employment agreement such individual may have as disclosed on the Disclosure Schedule and or any benefits under any Company employee benefit plan in effect with respect to such individual as of the Closing. (h) Xxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx-Xxxxx and Xxxx Xxxxxxxxx shall each have entered into an employment agreement (including noncompete and non-solicitation provisions) with the Surviving Company that is acceptable to the Surviving Company and Xxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx-Xxxxx and Xxxx Xxxxxxxxx shall each have entered into confidentiality, inventions assignment and nondisclosure agreements as may be required by Parent providing to the Parent and Surviving Company the maximum trade secret and intellectual property protection under the law of the state of each such person’s residence and substantially in the form of the standard agreements currently employed by Parent for such purposes; (i) all Membership Interest Purchase Plans, if any, shall have been terminated; (j) since the date of this Agreement, there will not have occurred and there will have been no change, event or development that has had, individually or in the aggregate, a Material Adverse Effect; (k) all outstanding options to acquire a Membership Interest, if any, shall have been terminated; (l) the Company shall have obtained the Requisite Member Approval of the Members; (m) the Company, if instructed by Parent, in Parent’s sole discretion, shall have terminated all of Company’s banking facilities (provided, however, that the Parent shall have caused to be paid any indebtedness outstanding under such banking facilities. Parent will pay up to $5,000 of any pre-payment and/or termination fees required to terminate such banking facilities and the Members shall be responsible for any such fees in excess of $5,000; (n) the Parent shall have received the legal opinion of the Company’s counsel substantially in the form of Exhibit F, attached hereto, dated as of the date of this Agreement; (o) the amount of Debt at the Closing shall not exceed the Maximum Allowable Closing Debt as set forth in Section 1.6(a)(ii); (p) the Parent or one of its Affiliates shall have entered into the License Agreement with InfoNow (concerning “PowerFlow”), in substantially the form attached hereto as Exhibit G; and (q) Each of Xxxx Xxxxx and Xxx Xxxxxxxx shall have repaid in full all amounts owing by each of them to the Company.

Conditions to Obligations of the Parent and Merger Sub. The obligation respective obligations of the Parent and Merger Sub to consummate the Merger is shall be subject to the satisfaction (fulfillment at or written waiver by prior to the Parent) Closing of the following additional conditions: (a) [reserved]; (b) the Company shall have obtained at its own expense (Each representation and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals, novations or other authorizations, and effected all of the registrations, filings and notices which are required on the part warranty of the Company to consummate the transactions contemplated by contained in this Agreement, includingto the extent qualified by materiality (including a Company Material Adverse Effect qualification), but shall have been true and correct in all respects and, to the extent not limited toso qualified, the consents set forth in Section 2.4(c) of the Disclosure Schedule, and to otherwise comply with all applicable laws and regulations in connection with the consummation of the series of transactions contemplated by this Agreement; (c) the representations and warranties of the Company set forth in this Agreement shall be have been true and correct in all material respects, in each case when made and on and as of the date hereof and on the Closing Date as though made on and as of such date (except for representations and warranties made as of a specified date, which, to the extent qualified by materiality (including a Company Material Adverse Effect qualification), shall have been true and correct in all respects and, to the extent not so qualified, shall have been true and correct in all material respects, as the case may be, only as of the specified date), and the Parent shall have received a certificate to such effect signed by the Company’s Chief Executive Officer. (b) The aggregate number of shares of Company Common Stock outstanding as of the Closing except Date (including all shares subject to the extent they pertain then outstanding Company Options or other rights to a different date as specifically indicated;acquire or commitments to issue Company Common Stock) shall not exceed 3,041,910. (dc) the The Company and each of the Indemnifying Members shall each have performed or and complied with in all material respects its agreements with all agreements, obligations, and covenants conditions required by this Agreement to be performed or complied with under this Agreement as of by it on or prior to the Closing;, and the Parent shall have received a certificate to such effect signed by the Company’s Chief Executive Officer. (d) The Company shall have obtained all permits, authorizations, consents, and approvals required on its part to perform its obligations under, and consummate the transactions contemplated by, this Agreement, in form and substance reasonably satisfactory to the Parent, and the Parent and Merger Sub shall have received evidence reasonably satisfactory to them of the receipt of such permits, authorizations, consents, and approvals. (e) no Legal Proceeding There shall not be pending any suit, action or threatened wherein proceeding related directly or indirectly to the Merger, including without limitation any suit, action or process that seeks to restrain or prohibit the consummation of the Merger or to unwind the Merger after it has been consummated or seeks damages or other relief with respect to the Merger. (f) The Parent and Merger Sub shall have received an unfavorable judgmentopinion of Pxxxxxx Coie LLP, ordercounsel to the Company, decreedated the Closing Date, stipulation or injunction would in form and substance reasonably satisfactory to the Parent, to the effect set forth in Exhibit 6.2(f) hereto. (g) The Parent shall have received a letter from each of the Affiliates pursuant to Section 5.6 hereof. (h) The Parent shall have received executed agreements from such persons, and in such form satisfactory to the Parent, as described in Section 5.16 hereof. (i) prevent consummation The directors of the series Company and of transactions contemplated by each Company Subsidiary shall have tendered their resignations as of the Effective Time. (j) Since the date of this Agreement Agreement, there shall not have occurred or come into existence any one change, event, occurrence, state of themfacts or development that has had, (ii) cause the series of transactions contemplated by this Agreement or any one of them could reasonably be expected to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Company shall have delivered to the Parent the Company Certificate; (g) the Parent shall have received the resignations, effective as of the Closing, of each manager, managing member, director and officer of the Company specified by the Parent; provided, however, that such resignation shall have no effect on any employment agreement such individual may have as disclosed on the Disclosure Schedule and or any benefits under any Company employee benefit plan in effect with respect a certificate to such individual as of effect from the ClosingCompany’s Chief Executive Officer. (h) Xxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx-Xxxxx and Xxxx Xxxxxxxxx shall each have entered into an employment agreement (including noncompete and non-solicitation provisions) with the Surviving Company that is acceptable to the Surviving Company and Xxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx-Xxxxx and Xxxx Xxxxxxxxx shall each have entered into confidentiality, inventions assignment and nondisclosure agreements as may be required by Parent providing to the Parent and Surviving Company the maximum trade secret and intellectual property protection under the law of the state of each such person’s residence and substantially in the form of the standard agreements currently employed by Parent for such purposes; (i) all Membership Interest Purchase Plans, if any, shall have been terminated; (j) since the date of this Agreement, there will not have occurred and there will have been no change, event or development that has had, individually or in the aggregate, a Material Adverse Effect; (k) all outstanding options to acquire a Membership Interest, if any, shall have been terminated; (l) the The Company shall have obtained (i) prior to the Requisite Member Approval of Closing Date, complied with Section 5.12(b) by purchasing the Members; (m) the Company, if instructed by Parent, in Parent’s sole discretion, shall have terminated all of Company’s banking facilities (provided, however, that the Parent shall have caused to be paid any indebtedness outstanding under such banking facilities. Parent will pay up to $5,000 of any pre-payment and/or termination fees required to terminate such banking facilities and the Members shall be responsible extended reporting period endorsement for any such fees in excess of $5,000; (n) the Parent shall have received the legal opinion of the Company’s counsel substantially in the form of Exhibit F, attached hereto, dated as of the date of this Agreement; (o) the amount of Debt at the Closing shall not exceed the Maximum Allowable Closing Debt as set forth in Section 1.6(a)(ii); (p) the Parent or one of its Affiliates shall have entered into the License Agreement with InfoNow (concerning “PowerFlow”), in substantially the form attached hereto as Exhibit G; directors’ and officers’ liability insurance policy contemplated thereby and (q) Each of Xxxx Xxxxx and Xxx Xxxxxxxx shall have repaid in full all amounts owing by each of them to the Company.

Conditions to Obligations of the Parent and Merger Sub. The obligation of the Parent and Merger Sub to consummate effect the Merger is further subject to the satisfaction (or written waiver by the Parent) of the following additional conditions: (ai) [reserved]; (b) the Company shall have obtained at its own expense (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals, novations or other authorizations, and effected all of the registrations, filings and notices which are required on the part of the Company to consummate the transactions contemplated by this Agreement, including, but not limited to, the consents set forth in Section 2.4(c) of the Disclosure Schedule, and to otherwise comply with all applicable laws and regulations in connection with the consummation of the series of transactions contemplated by this Agreement; (c) the 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 this Agreement Section 2.3(a) (the "Company Capitalization Representations") and the representation and warranty set forth in Section 2.9(b)) shall be true and correct in all material respects as of the Closing date hereof (except to the extent they pertain to that any such representation or warranty is expressly made as of a different date specific earlier date, in which case as specifically indicated; of such date); provided, however, that for purposes of this condition, all such representations and warranties (d) other than the Company Capitalization Representations and each of the Indemnifying Members Section 2.9(b)) shall each have performed or complied with be deemed to be true and correct in all material respects its agreements unless the failure of such representations and covenants required warranties to be performed so true and correct (without giving effect to any limitation as to "materiality" or complied with under this Agreement as of "Material Adverse Effect" set forth therein) results, or prior would reasonably be expected to the Closing; (e) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the series of transactions contemplated by this Agreement or any one of them, (ii) cause the series of transactions contemplated by this Agreement or any one of them to be rescinded following consummation or (iii) haveresult, individually or in the aggregate, in a Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; Effect on the Company; (fii) the Company Capitalization Representations shall have delivered to be true and correct in all respects as of the Parent dates set forth therein, provided, that the condition set forth in this Section 6.3(a)(ii) shall be deemed satisfied if the actual number of Company Shares or other securities outstanding or issuable under Company Options, Company SARs or Convertible Notes outstanding as of the date hereof is greater than the number represented in the Company Certificate; Capitalization Representations by no more than 0.5%; and (giii) the representation and warranty set forth in Section 2.9(b) shall be true and correct in all respects as of the date hereof. The Parent shall have received the resignations, effective as a certificate signed on behalf of the Closing, of each manager, managing member, director and Company by the chief executive officer of the Company specified 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 ParentClosing Date; provided, however, that such resignation unintentional breaches shall not be deemed to be a breach for purposes of this Section 6.3(b). The Parent shall have no effect received a certificate signed on any employment agreement such individual may have as disclosed on behalf of the Disclosure Schedule and or any benefits under any Company employee benefit plan in effect with respect by the chief executive officer of the Company to such individual as of the Closingeffect. (hc) Xxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx-Xxxxx and Xxxx Xxxxxxxxx shall each have entered into an employment agreement (including noncompete and non-solicitation provisions) with the Surviving Company that is acceptable to the Surviving Company and Xxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx-Xxxxx and Xxxx Xxxxxxxxx shall each have entered into confidentiality, inventions assignment and nondisclosure agreements as may be required by Parent providing to the Parent and Surviving Company the maximum trade secret and intellectual property protection under the law of the state of each such person’s residence and substantially in the form of the standard agreements currently employed by Parent for such purposes; (i) all Membership Interest Purchase Plans, if any, shall have been terminated; (j) since Between the date of this AgreementAgreement and the Closing Date, there will shall not have occurred and there will have been no any change, event effect, event, occurrence, condition, development or development that has hadstate 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;Effect on the Company that is not cured by the Effective Time. (kd) all outstanding options to acquire a Membership Interest, if any, The Parent shall have been terminated; (l) the Company shall have obtained the Requisite Member Approval received from OMM an opinion dated as of the Members; (mClosing Date and stating that the Merger will be treated for United States Federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Code. In rendering such opinion, OMM shall rely upon the representations and covenants contained in the certificates of the Company, if instructed by Parent, the Parent and Merger Sub and the opinions of the Israeli counsel as described in Parent’s sole discretion, Section 5.17. Each such certificate shall be dated on or before the date of such opinion and shall not have terminated all of Company’s banking facilities (been 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 waives the condition set forth in Section 6.2(d), the Parent and Merger Sub will be automatically and without need for further action by any Person deemed to have concurrently therewith waived the condition set forth in this Section 6.3(d). (e) Neither the Parent nor the Company shall have caused received any written indication from the Investment Center to be paid any indebtedness outstanding under such banking facilities. Parent the effect that the consummation of the Merger will pay up to $5,000 of any pre-payment and/or termination fees required to terminate such banking facilities jeopardize or materially adversely affect its Approved Enterprise tax status and the Members shall be responsible for any such fees in excess of $5,000; (n) its status as an industrial company, and the Parent shall have received the legal opinion a certificate signed on behalf of the Company’s counsel substantially in Company by the form of Exhibit F, attached hereto, dated as chief executive officer of the date Company and the chief financial officer of this Agreement; the Company to such effect (o) the amount of Debt at the Closing shall not exceed the Maximum Allowable Closing Debt as set forth in Section 1.6(a)(ii); (p) the Parent or one of its Affiliates shall have entered into the License Agreement only with InfoNow (concerning “PowerFlow”), in substantially the form attached hereto as Exhibit G; and (q) Each of Xxxx Xxxxx and Xxx Xxxxxxxx shall have repaid in full all amounts owing by each of them respect to the Company).

Conditions to Obligations of the Parent and Merger Sub. The obligation of the Parent and Merger Sub to consummate the Merger is subject to the satisfaction (or written waiver by the Parent) of the following additional conditions: (a) [reserved]; (b) the Company shall have obtained at its own expense (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals, novations or other authorizationsauthorizations whatsoever, and effected all of the registrations, filings and notices which are required on the part of the Company to consummate the series of transactions contemplated by this Agreement, including, but not limited to, the consents set forth in Section 2.4(c) of the Disclosure Schedule, and to otherwise comply with all applicable laws and regulations in connection with the consummation of the series of transactions contemplated by this Agreement; (cb) the representations and warranties of the Company and the Company Stockholders set forth in this Agreement shall be true and correct in all material respects as of the Closing except to the extent they pertain to a different date as specifically indicateddate; (dc) the Company and each of the Indemnifying Members Company Stockholders shall each have performed or complied with in all material respects its or his agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing;; AGREEMENT AND PLAN OF MERGER (ed) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the series of transactions contemplated by this Agreement or any one of themAgreement, (ii) cause the series of transactions contemplated by this Agreement or any one of them to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (fe) the Company and the Company Stockholders shall have delivered to the Parent the Company Certificate; (gf) the Parent shall have received the resignations, effective as of the Closing, of each manager, managing member, director and officer of the Company specified by the Parent; provided, however, that such resignation ; (g) the Parent shall have no effect on any employment agreement such individual may have as disclosed on received the Disclosure Schedule written consent of Xxxxx, Xxxxxx & Xxxxx, P.C. and Company to the inclusion of its audit report, dated June 30, 2005, in filings made by Parent with the SEC under the Securities Act, and a written representation by Xxxxx, Xxxxxx & Xxxxx, P.C. and Company to provide one or any benefits more consents to the incorporation by reference of its audit report in registration statements filed by Parent under any Company employee benefit plan in effect with respect to such individual as of the ClosingSecurities Act. (h) Xxx Xxxxxxxxthe Parent shall have received from counsel to the Company an opinion in substantially the form attached hereto as Exhibit C, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx-Xxxxx addressed to the Parent and Xxxx Xxxxxxxxx dated as of the Closing Date; (i) each of the Key Employees shall each have entered into an employment agreement Employment Agreement (including noncompete and non-solicitation provisions) with the Surviving Company that is acceptable to the Surviving Company and Xxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx-Xxxxx and Xxxx Xxxxxxxxx shall each have entered into confidentiality, inventions assignment and nondisclosure agreements as may be required by Parent providing to the Parent and Surviving Company the maximum trade secret and intellectual property protection under the law of the state of each such person’s residence and Corporation substantially in the form of attached hereto as Exhibit D (the standard agreements currently employed by Parent for such purposes“Employment Agreements”) containing compensation provisions acceptable to each; (ij) the Stockholder Representative and the Escrow Agent shall have executed the Escrow Agreement; (k) each of the Company Stockholders shall have entered into a Restricted Stock Agreement with the Parent substantially in the form attached hereto as Exhibit E (the “Restricted Stock Agreements”); (l) the Parent shall have been satisfied with the successful completion of the audit of the Company’s financial statements in connection with the Parent’s compliance with applicable provisions of the Securities Act and the Exchange Act; (m) all Membership Interest Purchase Plans, if any, Company Stock Plans shall have been terminated; (jn) the Company shall have obtained at its own expense (and shall have provided to the Parent) Tax good standing certificates or other documentation satisfactory to the Parent with respect to each jurisdiction in which the Company may be subject to Tax authority; (o) The Parent shall have received certificates from the Company and the Company Stockholders regarding Estimated Debt and Estimated Working Capital; AGREEMENT AND PLAN OF MERGER (p) since the date of this Agreement, there will not have occurred and there will have been no change, event or development that has hadhad or may reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (k) all outstanding options to acquire a Membership Interest, if any, shall have been terminated; (l) the Company shall have obtained the Requisite Member Approval of the Members; (m) the Company, if instructed by Parent, in Parent’s sole discretion, shall have terminated all of Company’s banking facilities (provided, however, that the Parent shall have caused to be paid any indebtedness outstanding under such banking facilities. Parent will pay up to $5,000 of any pre-payment and/or termination fees required to terminate such banking facilities and the Members shall be responsible for any such fees in excess of $5,000; (nq) the Parent shall have received the legal opinion from not less than 80% of the Company’s counsel employees of the Company an executed Confidentiality, Innovations and Non-Solicitation Agreement, substantially in the form of Exhibit F, attached hereto, dated as of the date of this Agreement; (o) the amount of Debt at the Closing shall not exceed the Maximum Allowable Closing Debt as set forth in Section 1.6(a)(ii); (p) the Parent or one of its Affiliates shall have entered into the License Agreement with InfoNow (concerning “PowerFlow”), in substantially the form attached hereto as Exhibit GF; and (qr) Each of the R&D Agreement among the Company, SafetyTech AG and Xxxx Xxxxx and Xxx Xxxxxxxx Xxxxxx shall have repaid been executed, in full all amounts owing by each of them to the Company.form attached hereto as Exhibit H.

Conditions to Obligations of the Parent and Merger Sub. The obligation of the Parent and Merger Sub to consummate the Merger is will be subject to the satisfaction (fulfillment or written waiver by the Parent) Parent at or prior to the Closing of the following additional conditions: (a) [reserved]; (b) the Company shall have obtained at its own expense (Each representation and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals, novations or other authorizations, and effected all of the registrations, filings and notices which are required on the part warranty of the Company to consummate contained in this Agreement is true and correct on the transactions contemplated by this Agreement, including, but not limited to, the consents set forth in Section 2.4(c) date hereof and as of the Disclosure Schedule, and to otherwise comply with all applicable laws and regulations in connection with the consummation of the series of transactions contemplated by this Agreement; (c) the Effective Time as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of the Company set forth in this Agreement shall be a particular date will remain true and correct in all material respects as of the Closing such date), except for any inaccuracies that have not had, and could not reasonably be expected to the extent they pertain to a different date as specifically indicated; (d) the Company and each of the Indemnifying Members shall each have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (e) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the series of transactions contemplated by this Agreement or any one of them, (ii) cause the series of transactions contemplated by this Agreement or any one of them to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect; provided, however, notwithstanding the foregoing, this Section 7.2(a) will not be considered fulfilled or satisfied if the representation and warranty set forth in the last sentence of Section 4.4 is incorrect by more than 1,000 shares as of the Closing Date. For purposes of this Section 7.2(a), all representations and warranties contained in Article 4 qualified by "Company Material Adverse Effect" or reference to "material" or "in all material respects" or like variations will not be deemed so qualified. (b) The Company has performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be performed or complied with by it on or prior to the Effective Time. (c) The Company will have furnished the Parent with a certificate dated the Closing Date signed on behalf of the Company by its President and Chief Executive Officer or its Vice President, Finance and Chief Financial Officer to the effect that the conditions set forth in Section 7.2(a) and (b) have been satisfied. (d) The Company will have obtained all permits, authorizations, consents, and approvals required on its part to perform its obligations under, and consummate the transactions contemplated by, this Agreement, in form and substance satisfactory to the Parent, except for such permits, authorizations, consents and approvals the failure of which to obtain could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Company shall have delivered to the Parent the Company Certificate; (g) the Parent shall and Merger Sub will have received the resignations, effective as evidence reasonably satisfactory to them of the Closingreceipt of such permits, of each managerauthorizations, managing memberconsents, director and officer of the Company specified by the Parent; provided, however, that such resignation shall have no effect on any employment agreement such individual may have as disclosed on the Disclosure Schedule and or any benefits under any Company employee benefit plan in effect with respect to such individual as of the Closingapprovals. (he) Xxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx-Xxxxx and Xxxx Xxxxxxxxx shall each have entered into an employment agreement (including noncompete and non-solicitation provisions) with the Surviving Company that is acceptable to the Surviving Company and Xxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx-Xxxxx and Xxxx Xxxxxxxxx shall each have entered into confidentiality, inventions assignment and nondisclosure agreements as may be required by Parent providing to the Parent and Surviving Company the maximum trade secret and intellectual property protection under the law of the state of each such person’s residence and substantially in the form of the standard agreements currently employed by Parent for such purposes; (i) all Membership Interest Purchase Plans, if any, shall have been terminated; (j) since Since the date of this Agreement, there will not have occurred and there will have been no or come into existence any change, event event, occurrence, state of facts or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (k) all outstanding options to acquire a Membership Interest, if any, shall have been terminated; (l) the Company shall have obtained the Requisite Member Approval of the Members; (m) the Company, if instructed by Parent, in Parent’s sole discretion, shall have terminated all of Company’s banking facilities (provided, however, that the Parent shall have caused to be paid any indebtedness outstanding under such banking facilities. Parent will pay up to $5,000 of any pre-payment and/or termination fees required to terminate such banking facilities and the Members shall be responsible for any such fees in excess of $5,000; (n) the Parent shall have received the legal opinion of the Company’s counsel substantially in the form of Exhibit F, attached hereto, dated as of the date of this Agreement; (o) the amount of Debt at the Closing shall not exceed the Maximum Allowable Closing Debt as set forth in Section 1.6(a)(ii); (p) the Parent or one of its Affiliates shall have entered into the License Agreement with InfoNow (concerning “PowerFlow”), in substantially the form attached hereto as Exhibit G; and (q) Each of Xxxx Xxxxx and Xxx Xxxxxxxx shall have repaid in full all amounts owing by each of them to the Company.