Common use of Conditions to Obligations of the Parent Clause in Contracts

Conditions to Obligations of the Parent. The obligations of the Parent and the GTI Sub to consummate the Merger shall be subject to the fulfillment or waiver by the Parent and the GTI Sub, at or prior to the Closing, of each of the following conditions: (a) All of the Company’s Fundamental Representations shall be true and correct in all respects at and as of the Closing. All other representations and warranties of the Company contained in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality, Material Adverse Effect or similar qualifications) or in all material respects (in the case of any other representation or warranty) at and as of the Closing (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct in all respects or in all material respects, as applicable, only as of such date), and the Company and all of its Subsidiaries shall have performed and satisfied in all material respects all agreements and covenants required by this Agreement to be performed and satisfied by the Company at or prior to the Closing. (b) No Action shall have been commenced or threatened against the Company or its Subsidiaries that would prevent the Closing or would have a Material Adverse Effect. (c) All consents and Permits of any Person (including any Governmental Authority) that are listed in Section 4.05 of the Disclosure Schedules shall have been received in form and substance reasonably satisfactory to the Parent, executed counterparts thereof shall have been delivered to the Parent at or prior to the Closing, and no such consent or Permit shall have been revoked. All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority or other Person in connection with the execution and delivery of this Agreement, and the consummation of the Merger contemplated hereby by the Company and Parent shall have been made or obtained (as the case may be). The parties shall confer regarding the applicability of the HSR to this Merger. All costs of filings related to HSR, if any, shall be paid by Parent. (d) The Company shall have delivered to the Parent the documents or instruments set forth in Section 2.04(d). (e) The Company’s 27% ownership of CAL FUNDING, LLC shall be reduced to 9.9% non-voting membership interests, and the remaining 17.1% currently owned by the Company shall be the subject of an Option Agreement whereby the Parent or its assignees has the right to acquire said interest, convertible at that time to non-voting interests, for $100 upon the receipt of final regulatory authority to acquire those interests, all in accordance with an Option Agreement, the terms of which are reasonably acceptable to the Parent and the Company.

Conditions to Obligations of the Parent. The obligations obligation of the Parent and the GTI Sub to consummate the Merger shall be Share Exchange is subject to the fulfillment satisfaction (or waiver by the Parent Parent) of the following additional conditions: (a) the Company shall have obtained (and shall have provided copies thereof to the GTI SubParent) all waivers, at permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices set forth on Schedule 6.2(a), except such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing as though made as of the Closing (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representations and warranties that, individually or in the aggregate, do not have a Company Material Adverse Effect; (c) the Company 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, of each of the following conditions: (a) All of the Company’s Fundamental Representations shall be true and correct in all respects at and except for such non-performance or non-compliance as of the Closing. All other representations and warranties of the does not have a Company contained in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality, Material Adverse Effect or similar qualificationsa material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or in all material respects injunction would (in the case i) prevent consummation of any other representation or warranty) at and as of the Closing transactions contemplated by this Agreement or (except for such representations and warranties that are made as ii) cause any of another specific date which shall be required to be true and correct in all respects or in all material respects, as applicable, only as of such date), and the Company and all of its Subsidiaries shall have performed and satisfied in all material respects all agreements and covenants required transactions contemplated by this Agreement to be performed and satisfied by the Company at or prior to the Closing. (b) No Action shall have been commenced or threatened against the Company or its Subsidiaries that would prevent the Closing or would have a Material Adverse Effect. (c) All consents and Permits of any Person (including any Governmental Authority) that are listed in Section 4.05 of the Disclosure Schedules shall have been received in form and substance reasonably satisfactory to the Parent, executed counterparts thereof shall have been delivered to the Parent at or prior to the Closingrescinded following consummation, and no such consent judgment, order, decree, stipulation or Permit shall have been revoked. All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority or other Person in connection with the execution and delivery of this Agreement, and the consummation of the Merger contemplated hereby by the Company and Parent shall have been made or obtained (as the case may be). The parties shall confer regarding the applicability of the HSR to this Merger. All costs of filings related to HSR, if any, injunction shall be paid by Parent.in effect; (de) The the Company shall have delivered to the Parent a copy of each written consent received from a Company Shareholder consenting to the documents Share Exchange, together with each certification received from a Company Shareholder that such person is either an “accredited investor” as such term is defined in Regulation D under the Securities Act or instruments set forth in Section 2.04(d).a Non-U.S. Person ; (ef) The Company’s 27% ownership of CAL FUNDING, LLC shall be reduced to 9.9% non-voting membership interests, and the remaining 17.1% currently owned by the Company shall be the subject of an Option Agreement whereby have delivered to the Parent a certificate executed by the Chief Executive Officer of the Company (the “Company Certificate”) to the effect that each of the conditions specified in clause (a) of Section 6.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Company) of this Section 6.2 has been satisfied in all respects; (g) the Company shall have delivered to the Parent a certificate executed by a director of the Company, certifying as to (i) true, correct and complete copies of the certificate of incorporation or its assignees has and the right to acquire said interest, convertible at that time to non-voting interests, for $100 upon Company Articles; (ii) the receipt valid adoption of final regulatory authority to acquire those interests, all in accordance with an Option resolutions of the Board of Directors of the Company (whereby this Agreement, the terms Share Exchange and the transactions contemplated hereunder were unanimously approved by the Company’s Board of which are reasonably acceptable Directors); (iii) the valid adoption of Investor Director Consent, Investor Consent and Key Investor Consent; (iv) a good standing certificate issued by the Registrar of Companies of England and Wales dated within ten (10) Business Days prior to the Closing Date; and (v) incumbency of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (h) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma in respect of the Share Exchange, compliant with applicable SEC regulations for inclusion under Item 9.01 of Form 8-K in substantially final form; (i) the Company shall have delivered the Pre-Share Exchange Indemnity Agreements to the Parent, duly executed by the Company; (j) the Parent shall have received an Accredited Investor Certification, in the form attached hereto as Exhibit E, executed by each Company Shareholder that is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act; and (k) the Parent shall have received a Regulation S Certification in the form attached hereto as Exhibit F, executed by each Company Shareholder that is a Non-U.S. Person.

Conditions to Obligations of the Parent. The obligations obligation of the Parent and the GTI Sub to consummate the Merger shall be Transactions is subject to the fulfillment satisfaction (or waiver by the Parent and the GTI Sub, at or prior to the Closing, of each Parent) of the following additional conditions: (a) All of the Company’s Fundamental Representations shall be true and correct in all respects at and as of the Closing. All other representations and warranties of the Company contained in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality, Material Adverse Effect or similar qualifications) or in all material respects (in the case of any other representation or warranty) at and as of the Closing (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct in all respects or in all material respects, as applicable, only as of such date), and the Company and all of its Subsidiaries Parent shall have performed and satisfied in completed all material respects all agreements and covenants required by this Agreement necessary legal due diligence to be performed and satisfied by the Company at or prior to the Closing.their reasonable satisfaction; (b) No Action the Parent shall have been commenced or threatened against the Company or its Subsidiaries that would prevent the Closing or would have a Material Adverse Effect. (c) All consents and Permits of any Person (including any Governmental Authority) that are listed in Section 4.05 obtained all of the Disclosure Schedules shall have been received deliverables set forth in (i) Section 5.1 from the Shareholders and (ii) Section 5.3 from the Company, in form and substance reasonably satisfactory to the Parent, executed counterparts thereof ; (c) the Company shall have been delivered obtained (and shall have provided copies thereof to the Parent at Parent) all other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, which are required on the part of the Company, except such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representations and warranties that, individually or in the aggregate, do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) the Company 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 ClosingClosing Date, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (f) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such consent judgment, order, decree, stipulation or Permit shall have been revoked. All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority or other Person in connection with the execution and delivery of this Agreement, and the consummation of the Merger contemplated hereby by the Company and Parent shall have been made or obtained (as the case may be). The parties shall confer regarding the applicability of the HSR to this Merger. All costs of filings related to HSR, if any, injunction shall be paid by Parent.in effect; (dg) The the Company shall have delivered to the Parent a certificate (the documents or instruments set forth “Company Certificate”) to the effect that each of the conditions specified in clauses (d) through (f) (insofar as clause (f) relates to Legal Proceedings involving the Company) of this Section 2.04(d).6.1 is satisfied in all respects; and (eh) The Company’s 27% ownership of CAL FUNDING, LLC shall be reduced to 9.9% non-voting membership interests, and the remaining 17.1% currently owned by the Company shall be the subject of an Option Agreement whereby the Parent or its assignees has the right to acquire said interest, convertible at that time to non-voting interests, for $100 upon the receipt of final regulatory authority to acquire those interests, all in accordance with an Option Agreement, the terms of which are reasonably acceptable have delivered to the Parent a certificate, validly executed by an officer of the Company, certifying as to (i) true, correct and complete copies of the articles of association of the Company; (ii) the valid adoption of resolutions of the board of directors and Shareholders (whereby this Agreement and the CompanyTransactions were unanimously approved by the board of directors and the requisite vote of the Shareholders) and covering such other matters as the Parent shall reasonably request; (iii) the pre-ruling from the Israeli Tax Authorities; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement.

Conditions to Obligations of the Parent. The obligations of the Parent and the GTI Sub Parent’s obligation to consummate the Merger shall be transactions contemplated by this Agreement is subject to the fulfillment or satisfaction (or, to the extent permitted by Law, waiver by the Parent and the GTI Sub, Parent) at or prior to the Closing, of each Closing of the following conditionsconditions precedent: (ai) All Fundamental Representations of the Company’s Fundamental Representations Company shall be true and correct in all respects at as of the date of this Agreement and as of the Closing. All Closing Date; and (ii) all other representations and warranties of the Company contained in this Agreement shall be true and correct in all respects (in the case of each case, without taking into account any representation or warranty qualified by materiality, “Material Adverse Effect Effect” or similar other materiality qualifications) or in all material respects (in as of the case date of any other representation or warranty) at this Agreement and as of the Closing Date (except for such other than those representations and warranties that are made address matters only as of another a particular date or only with respect to a specific period of time, which need only be accurate as of such date which shall be required or with respect to such period), except where the failure of such other representations and warranties to be so true and correct in all respects would not, individually or in all material respectsthe aggregate, as applicable, only as of such date), and the Company and all of its Subsidiaries shall have performed and satisfied in all material respects all agreements and covenants required by this Agreement reasonably be expected to be performed and satisfied by the Company at or prior to the Closing. (b) No Action shall have been commenced or threatened against the Company or its Subsidiaries that would prevent the Closing or would have a Material Adverse Effect. (cb) All consents The Company and Permits the Stockholder Representative shall have performed and complied in all material respects with all of any Person (including any Governmental Authority) the agreements and covenants in this Agreement that are listed in Section 4.05 of the Disclosure Schedules shall have been received in form and substance reasonably satisfactory to the Parent, executed counterparts thereof shall have been delivered to the Parent at or prior to the Closing, and no such consent or Permit shall have been revoked. All filings required to be made performed or complied with by the Company or the Stockholder Representative on, prior to, or as of the Closing Date. (c) Since the date of this Agreement, there shall not have occurred, or be continuing, a Material Adverse Effect. (d) Parent shall have received the following documents: (i) a certificate, dated as of the Closing Date and executed by an officer of the Company, certifying as to the fulfillment of the conditions set forth in Sections 5.2(a), 5.2(b), and 5.2(c); (ii) a certificate of the Secretary of the Company certifying as to (A) (1) the certificate of incorporation of the Company and equivalent organizational documents of each Subsidiary of the Company and (2) certificates of good standing of the jurisdiction of incorporation or formation of the Company and each of its Subsidiaries certified not later than five (5) days prior to the Closing Date withby the Secretary of State of each such jurisdiction, (B) the bylaws of the Company and equivalent organizational documents of each Subsidiary of the Company, (C) resolutions of the Company Board authorizing and approving the execution, delivery and performance by the Company of this Agreement and any Ancillary Agreements to which the Company is a party, (D) the Written Consent, and all consents, approvals, permits (E) the incumbency and authorizations required signatures of the officers of the Company executing this Agreement and any Ancillary Agreements to which the Company is a party; (iii) the Payoff Letter and invoices for the Indebtedness set forth on Section 1.9 of the Disclosure Schedule and the Estimated Transaction Expenses; (iv) the third party and governmental consents set forth on Section 5.2(d)(iv) of the Disclosure Schedule; (v) evidence satisfactory to the Parent that the Company Incentive Plans and the Stockholders Agreements have been terminated; (vi) resignations from the directors and officers of the Company and its Subsidiaries as shall be obtained identified to the Company by Parent not less than three (3) Business Days prior to the Closing Date fromDate, any Governmental Authority or other Person in connection with such resignations to be contingent upon the execution and delivery of this Agreement, and the consummation occurrence of the Merger contemplated hereby Closing; (vii) a counterpart signature page to the Paying Agent Agreement duly executed by the Company and Parent shall have been made the Stockholder Representative; (viii) counterpart signature pages to the Support Agreement (or obtained Support Agreements) duly executed by Stockholders holding at least ninety-five percent (as the case may be). The parties shall confer regarding the applicability 95%) of the HSR voting power of the Company; (ix) a counterpart signature page to this Merger. All costs the Escrow Agreement duly executed by the Stockholder Representative; (x) each of filings related to HSR, if any, the Restrictive Covenant Agreements shall be paid by Parent.in full force and effect; (dxi) The Company shall have delivered to the Parent the documents or instruments set forth in Section 2.04(d). (e) The Company’s 27% ownership of CAL FUNDING, LLC shall be reduced to 9.9% non-voting membership interests, and the remaining 17.1% currently owned by the Company shall be the subject of an Option Agreement whereby the Parent or its assignees has the right to acquire said interest, convertible at that time to non-voting interests, for $100 upon the receipt of final regulatory authority to acquire those interests, all a certificate in accordance with an Option Agreement, the terms requirements of which are reasonably acceptable Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) certifying that the Company is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code and a form of notice to the Parent Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in each case in form and substance satisfactory to Parent; and (xii) all of the minute books of the Company.

Conditions to Obligations of the Parent. The obligations obligation of the Parent and the GTI Sub to consummate the Merger shall be Acquisition is subject to the fulfillment satisfaction (or waiver by the Parent and the GTI Sub, at or prior to the Closing, of each Parent) of the following additional conditions: (a) All the Company shall have obtained (and shall have provided copies thereof to the Parent) all other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company’s Fundamental Representations shall be true and correct , except such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in all respects at and as the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Closing. All other Parties to consummate the transactions contemplated by this Agreement; (b) the representations and warranties of the Company contained set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct in all respects as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective Time (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representations and warranties that, individually or in the case of any representation or warranty qualified by materialityaggregate, do not have a Company Material Adverse Effect or similar qualifications) or in all a material respects (in adverse effect on the case of any other representation or warranty) at and as ability of the Closing Parties to consummate the transactions contemplated by this Agreement; (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct in all respects or in all material respects, as applicable, only as of such date), and c) the Company and all of its Subsidiaries shall have performed and satisfied in all material respects all or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation, and satisfied by no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Company at or prior to the Closing. (b) No Action shall have been commenced or threatened against the Company or its Subsidiaries that would prevent the Closing or would have a Material Adverse Effect. (c) All consents and Permits of any Person (including any Governmental Authority) that are listed in Section 4.05 of the Disclosure Schedules shall have been received in form and substance reasonably satisfactory to the Parent, executed counterparts thereof shall have been delivered to the Parent at or prior a copy of the written consent of the Company Shareholder consenting to the Closing, and no Acquisition together with a certification from the Company Shareholder that the Company Shareholder is an “accredited investor” as such consent or Permit term is defined in Regulation D under the Securities Act; (f) the Company shall have been revoked. All filings required delivered to be made the Parent a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (a) and (b) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Company) of this Section 5.2 is satisfied in all respects; (g) the Company shall have delivered to the Parent a certificate, validly executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the Certificate of Incorporation and Bylaws (or comparable organizational documents) of the Company; (ii) the valid adoption of resolutions of the board of directors and the Company Shareholders (whereby this Agreement, the Acquisition and the transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the Company Shareholder); (iii) a good standing certificate from the Australia Securities Corporation dated within five (5) Business Days prior to the Closing Date with, Date; and all consents, approvals, permits (iv) incumbency and authorizations required to be obtained prior to signatures of the Closing Date from, officers of the Company executing this Agreement or any Governmental Authority or other Person in connection with the execution and delivery of agreement contemplated by this Agreement, and the consummation of the Merger contemplated hereby by the Company and Parent shall have been made or obtained (as the case may be). The parties shall confer regarding the applicability of the HSR to this Merger. All costs of filings related to HSR, if any, shall be paid by Parent.; and (dh) The the Company shall have delivered to the Parent the documents or instruments set forth financial statements required by Section 4.5 together with pro forma financial statements in Section 2.04(d). (e) The Company’s 27% ownership respect of CAL FUNDING, LLC shall be reduced to 9.9% non-voting membership interests, and the remaining 17.1% currently owned by the Company shall be the subject of an Option Agreement whereby the Parent or its assignees has the right to acquire said interest, convertible at that time to non-voting interests, for $100 upon the receipt of final regulatory authority to acquire those interestsAcquisition, all in accordance compliant with an Option Agreement, the terms applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of which are reasonably acceptable to the Parent and the Company.Form 8-K.