Common use of Conditions to Obligations of the Stockholders and the Company Clause in Contracts

Conditions to Obligations of the Stockholders and the Company. The obligation of the Stockholders and the Company to consummate the sale of the Purchased Assets is subject to the satisfaction of the following additional conditions: (a) The Parent shall have obtained (and shall have provided copies thereof to the Company) the written consent of all of the members of its Board of Directors and the written consent of its stockholders, as required by applicable Law or the rules of the Nasdaq Capital Markets, to the execution, delivery and performance by the Parent and the Buyer of this Agreement and the other Transaction Documents to which Parent or Buyer is a party, in form and substance satisfactory to the Parent; (b) The Parent and Buyer shall have obtained (and shall have provided copies thereof to the Stockholders) all of the 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 Parent or Buyer, except for waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) The representations and warranties of the Parent and Buyer set forth in this Agreement (when read without regard to any qualification as to materiality or DSH 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 Date as though made 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 DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) The Parent and Buyer shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date, except for such non-performance or non-compliance as does not have a DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) 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 judgment, order, decree, stipulation or injunction shall be in effect; (f) The Parent and Buyer shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that (i) the representations and warranties of the Parent and Buyer set forth in Article III of this Agreement are true and correct as at the Closing Date (provided, 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 DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; and (ii) each of the conditions, covenants and agreements required to be performed by the Buyer under this Agreement have been performed or satisfied in all material respects; (g) On or before November 15, 2015, the Parent shall have delivered to the Stockholders a Financing Letter containing financing terms and conditions reasonably acceptable to the Stockholders, on terms and conditions that comply with the provisions of this Agreement; (h) The Parent shall cause the Buyer to deliver and pay to the Stockholders, the Base Purchase Price and shall cause the Merger Subsidiary to pay the obligations required to be paid under the $4,000,000 DiscCo Note upon consummation of the DiscCo Merger Agreement, pursuant to wire instructions delivered by the Stockholders; (i) The Merger Subsidiary shall deliver and pay to Xxxxxxxx all outstanding principal and accrued interest under the DiscCo Purchase Note pursuant to wire instructions delivered by Xxxxxxxx; and (j) The Company shall have received from CKR Law LLP, counsel to the Buyer, an opinion with respect to the matters set forth in Exhibit J attached hereto, addressed to the Company and dated as of the Closing Date.

Conditions to Obligations of the Stockholders and the Company. The obligation of the Stockholders and the Company to consummate the sale of the Purchased Assets is subject to the satisfaction of the following additional conditions: (a) The Parent shall have obtained (and shall have provided copies thereof to the Company) the written consent of all of the members of its Board of Directors and the written consent of its stockholders, as required by applicable Law or the rules of the Nasdaq Capital Markets, to the execution, delivery and performance by the Parent and the Buyer of this Agreement and the other Transaction Documents to which Parent or Buyer is a party, in form and substance satisfactory to the Parent; (b) The Parent and Buyer shall have obtained (and shall have provided copies thereof to the Stockholders) all of the 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 Parent or Buyer, except for waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) The representations and warranties of the Parent and Buyer set forth in this Agreement (when read without regard to any qualification as to materiality or DSH 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 Date as though made 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 DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) The Parent and Buyer shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date, except for such non-performance or non-compliance as does not have a DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) 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 judgment, order, decree, stipulation or injunction shall be in effect; (f) The Parent and Buyer shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that (i) the representations and warranties of the Parent and Buyer set forth in Article III of this Agreement are true and correct as at the Closing Date (provided, 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 DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; and (ii) each of the conditions, covenants and agreements required to be performed by the Buyer under this Agreement have been performed or satisfied in all material respects; (g) On or before November 15January 7, 20152016, the Parent shall have delivered to the Stockholders a Financing Letter draft of loan and security agreement and related loan documents from the Investors, in each case, containing financing terms and conditions reasonably acceptable to the Stockholders, on terms and conditions that comply with the provisions of this Agreement; (h) The Parent shall cause the Buyer to deliver and pay to the Stockholders, the Base Purchase Price and shall cause the Merger Subsidiary to pay the obligations required to be paid under the $4,000,000 DiscCo Note upon consummation of the DiscCo Merger Agreement, pursuant to wire instructions delivered by the Stockholders; (i) The Merger Subsidiary shall deliver and pay to Xxxxxxxx all outstanding principal and accrued interest under the DiscCo Purchase Note pursuant to wire instructions delivered by Xxxxxxxx; and (j) The Company Stockholders and the Seller shall have received from CKR Law LLP, counsel to the BuyerBuyer and the Parent, an a legal opinion with respect to the matters set forth in Exhibit J attached hereto, addressed to the Company Seller and the Stockholders and dated as of the Closing DateDate as to (i) due incorporation of each of the Parent and the Buyer, (ii) authority of the Parent and the Buyer to enter into and consummate the transactions contemplated by the Agreement and the Merger Agreement, (iii) ownership of the capital stock or other equity of the Parent and the Buyer, (iv) enforceability of this Agreement, the Merger Agreement and the other Transaction Documents, and (v) the qualification of the Merger as a merger under Section 368 of the Internal Revenue Code and related sections, with the Merger creating no tax consequences to DiscCo, Xxxxxxx or Xxxxxxxx.

Conditions to Obligations of the Stockholders and the Company. The obligation obligations of the Stockholders and the Company to consummate carry out the sale transactions contemplated by this Agreement are subject, at the option of the Purchased Assets is subject Company, to the satisfaction satisfaction, or waiver by the Company, of the following additional conditions: (a) The Parent All representations and warranties of each Buyer contained in this Agreement shall be true and correct in all material respects (except 6.03 which must be true and correct in all respects) at and as of the Closing as if such representations and warranties were made at and as of the Closing, except for changes contemplated by the terms of this Agreement, and each Buyer shall have obtained performed and satisfied in all material respects all covenants and agreements required by this Agreement to be performed and satisfied by such Buyer at or prior to the Closing. (and b) As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of the Stockholders, the Principals or the Company) shall be pending or threatened before any Governmental Authority seeking to restrain the Company or prohibit the Closing or seeking Damages against the Company as a result of the consummation of this Agreement. (c) The Stockholders shall have provided copies thereof received the opinion of Greexxxxx Xxxuxxx Xxxfxxx Xxxoxx Xxxex & Xuenxxx, X.A., counsel to the Buyers, dated as of the Closing Date, in form and substance reasonably satisfactory to the Company. In rendering such opinion, Greexxxxx Xxxurig Hoffxxx Xxxoxx Xxxex & Xuenxxx, X.A. may rely as to factual matters on certificates of officers and directors of the Buyers and on certificates of governmental officials. (d) Since August 31, 1997 and up to and including the written consent Closing there shall not have been: (i) any change in the business, operations or financial condition of Rexall that had or might have a Rexall Material Adverse Effect; or (ii) except where there is in effect a policy of insurance covering such damage as to which a claim has been made or will be made and no denial of coverage has been received or will be received, any damage, destruction or loss relating to the Company that had or might have a Company Material Adverse Effect. (e) Each Buyer shall have furnished the Company with a certified copy of all of the members of necessary corporate action on its Board of Directors and the written consent of behalf approving its stockholders, as required by applicable Law or the rules of the Nasdaq Capital Markets, to the execution, delivery and performance by the Parent and the Buyer of this Agreement and the other Transaction Documents transactions contemplated hereby. (f) All notices required to which Parent or Buyer is a partybe given in connection with the transactions contemplated by this Agreement by the Buyers shall have been duly and timely given, in form and substance satisfactory there shall not be any consent requirements to be obtained by the Buyers with respect to the Parent; (b) The Parent and Buyer shall transactions contemplated by this Agreement that have obtained (and shall have provided copies thereof to the Stockholders) all of the other waivers, permits, consents, approvals not expired 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 Parent been satisfied or Buyerwaived, except for waivers, permits, consents, approvals or other authorizations those the failure of which to obtain or effect does not, individually or in the aggregate, have a DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) The representations and warranties of the Parent and Buyer set forth in this Agreement (when read without regard to any qualification as to materiality or DSH 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 Date as though made 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 would not have a DSH Rexall Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) The Parent and Buyer shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date, except for such non-performance or non-compliance as does not have a DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) 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 judgment, order, decree, stipulation or injunction shall be in effect; (f) The Parent and Buyer shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that (i) the representations and warranties of the Parent and Buyer set forth in Article III of this Agreement are true and correct as at the Closing Date (provided, 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 DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; and (ii) each of the conditions, covenants and agreements required to be performed by the Buyer under this Agreement have been performed or satisfied in all material respects;Effect. (g) On or before November 15, 2015, the Parent Rexall shall have delivered to executed the Stockholders a Financing Letter containing financing terms Employment Agreements and conditions reasonably acceptable to the Stockholders, on terms and conditions that comply with the provisions of this Registration Rights Agreement;. (h) The Parent shall cause the Buyer to deliver and pay to the Stockholders, the Base Purchase Price and shall cause the Merger Subsidiary to pay the obligations required All proceedings to be paid under the $4,000,000 DiscCo Note upon consummation of the DiscCo Merger Agreement, pursuant to wire instructions delivered taken by the Stockholders; (i) The Merger Subsidiary Buyers in connection with the transactions contemplated hereby and all documents incident thereto shall deliver be reasonably satisfactory in form and pay to Xxxxxxxx all outstanding principal and accrued interest under the DiscCo Purchase Note pursuant to wire instructions delivered by Xxxxxxxx; and (j) The Company shall have received from CKR Law LLP, counsel to the Buyer, an opinion with respect to the matters set forth in Exhibit J attached hereto, addressed substance to the Company and dated its counsel and said counsel shall have received all such counterpart originals or certified or other copies of such documents as of the Closing Dateit or they may reasonably request.

Conditions to Obligations of the Stockholders and the Company. The obligation of the Stockholders and the Company to consummate the sale of the Purchased Assets Subject Shares is subject to the satisfaction of the following additional conditions: (a) The Parent Purchaser shall have obtained (and shall have provided copies thereof to the Company) the written consent of all of the members of its Board of Directors and the written consent of its stockholders, as required by applicable Law or the rules of the Nasdaq Capital Markets, to the execution, delivery and performance by the Parent and the Buyer Purchaser of this Agreement and the other Transaction Documents to which Parent or Buyer Purchaser is a party, in form and substance satisfactory to the ParentPurchaser; (b) The Parent and Buyer Purchaser shall have obtained (and shall have provided copies thereof to the Stockholders) all of the 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 Parent or BuyerPurchaser, except for waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a DSH Purchaser Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) The representations and warranties of the Parent and Buyer Purchaser set forth in this Agreement (when read without regard to any qualification as to materiality or DSH Purchaser 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 Date as though made 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 DSH Purchaser Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) The Parent and Buyer Purchaser 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 Date, except for such non-performance or non-compliance as does not have a DSH Purchaser Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) 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 judgment, order, decree, stipulation or injunction shall be in effect; (f) The Parent and Buyer Purchaser shall have delivered to the Company a certificate (the “Parent Purchaser Certificate”) to the effect that (i) the representations and warranties of the Parent and Buyer Purchaser set forth in Article III of this Agreement are true and correct as at the Closing Date (provided, 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 DSH Purchaser Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; and (ii) each of the conditions, covenants and agreements required to be performed by the Buyer Purchaser under this Agreement have been performed or satisfied in all material respects; (g) On or before November October 15, 2015, the Parent Purchaser shall have delivered to the Stockholders a Financing Letter containing financing terms and conditions reasonably acceptable to the Stockholders, on terms and conditions that comply with the provisions of this Agreement; (h) The Parent Purchaser shall cause the Buyer to deliver and pay to the Stockholders, the Base Purchase Price and shall cause the Merger Subsidiary to pay the any cash obligations required to be paid under the $4,000,000 DiscCo Note upon consummation of the DiscCo Merger under the Merger Agreement, pursuant to wire instructions delivered by the Stockholders; (i) The Surviving Corporation of the Merger Subsidiary shall deliver and pay to Xxxxxxxx all outstanding principal and accrued interest under the DiscCo Purchase Note pursuant to wire instructions delivered by Xxxxxxxx; and (j) The Company shall have received from CKR Law LLP, counsel to the BuyerPurchaser, an opinion with respect to the matters set forth in Exhibit J F attached hereto, addressed to the Company and dated as of the Closing Date.

Conditions to Obligations of the Stockholders and the Company. The obligation obligations of the Stockholders and the Company to consummate the sale of the Purchased Assets is transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each and every one of the following additional conditionsconditions precedent, any of which may be waived only with the consent of the Stockholders: (a) The Parent shall have obtained (and shall have provided copies thereof to the Company) the written consent of all 7.2.1 Each of the members of its Board of Directors and the written consent of its stockholders, as required by applicable Law or the rules of the Nasdaq Capital Markets, to the execution, delivery and performance by the Parent and the Buyer of this Agreement and the other Transaction Documents to which Parent or Buyer is a party, in form and substance satisfactory to the Parent; (b) The Parent and Buyer shall have obtained (and shall have provided copies thereof to the Stockholders) all of the 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 Parent or Buyer, except for waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) The representations and warranties of the Parent and Buyer set forth in this Agreement (when read without regard to any qualification as to materiality or DSH Material Adverse Effect contained therein) Article 3 hereof shall be true and correct in all material respects on and as of the date of this Agreement and shall be true and correct as of the Closing Date with the same force and effect as though made on and 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 DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) The Parent and Buyer shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date, except for such non-performance any representation or non-compliance as does not have warranty limited by its terms to a DSH Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; specific date (e) 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 judgment, order, decree, stipulation or injunction shall be in effect; (f) The Parent and Buyer shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that (i) the representations and warranties of the Parent and Buyer set forth in Article III of this Agreement are true and correct as at the Closing Date (provided, that to the extent such representation and warranty expressly relates to an earlier date, such which 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 connect in the aggregate, do not have a DSH Material Adverse Effect or a all material adverse effect respects on the ability date so specified). 7.2.2 The Buyer and Acquisition Sub shall have performed and complied in all material respects with all of the Parties to consummate the transactions contemplated by this Agreement; and (ii) each of the conditionsagreements, covenants and agreements obligations required under this Agreement to be performed by the or complied with. 7.2.3 The Buyer under this Agreement have been performed or satisfied in all material respects; (g) On or before November 15, 2015, the Parent and Acquisition Sub shall have delivered to the Stockholders a Financing Letter certificate, executed by a authorized officer of the Buyer and Acquisition Sub, in their respective capacities as such, certifying that the conditions specified in Sections 7.2.1 and 7.2.2 have been fulfilled. 7.2.4 There shall be in force no injunction, judgment, order, decree or ruling by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating on otherwise preventing the consummation of the transactions contemplated hereby and no action, suit, claim or proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated hereby. 7.2.5 The Company and Stockholders shall have received (i) a certificate of the Secretary or an Assistant Secretary of the Buyer and Acquisition Sub as to the incumbency and signatures of the officers of the Buyer and Acquisition Sub executing this Agreement, and containing financing terms certified copies of the Charter and conditions bylaws of Buyer and Acquisition Sub, each as amended to date, and all relevant corporate actions, and (ii) a certificate issued by the Nevada Secretary of State, as of a date reasonably acceptable to the StockholdersStockholders and the Company, as to the good standing (on terms non-dissolution, as applicable) of the Buyer and conditions Acquisition Sub. 7.2.6 Buyer shall have executed and delivered the Xxxxxxxx Employment Agreement and the McDonald Employment Agreement. 7.2.7 Buyer, Madison Consulting Company, General Services Corp., Corporate Media Services and Xxxx Xxxxxx shall have executed and delivered the Side Letter; and Buyer and the Series C Holders shall have executed and delivered the Lock-up and Escrow Agreement. 7.2.8 The Series C Holders shall have executed and delivered a Unanimous Written Consent to the effect that comply with the provisions of such Series C Holders shall not, except as otherwise expressly permitted or required under this Agreement; (h) The Parent shall cause the Buyer to deliver and pay to the Stockholders, the Base Purchase Price and shall cause the Merger Subsidiary to pay the obligations required to be paid under the $4,000,000 DiscCo Note upon consummation of the DiscCo Merger Agreement, pursuant to wire instructions delivered by the Stockholders; exercise (i) The Merger Subsidiary shall deliver and pay any voting rights, (ii) any right to Xxxxxxxx all outstanding principal and accrued interest under express consent or dissent in writing without a meeting or (iii) any right to convert the DiscCo Purchase Note pursuant to wire instructions delivered by Xxxxxxxx; and (j) The Company shall have received Series C Preferred into Buyer Stock, from CKR Law LLP, counsel the date hereof to the Buyer, an opinion with respect to the matters set forth in Exhibit J attached hereto, addressed to the Company and dated as of the Closing Additional Share Distribution Date.