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

Conditions to Obligations of the Stockholders. The obligation of --------------------------------------------- the Stockholders to consummate the Merger is subject to the satisfaction at or prior to the Closing of each of the following conditions: (a) Each of the representations and warranties of QAC and Graphic shall be true and correct in all material respects as of, and shall not have been violated in any material respect at, the Closing Date as though made on and as of the Closing Date; QAC and Graphic shall, on or before the Closing, have performed in all material respects all of their obligations under this Agreement which by the terms hereof are to be performed on or before the Closing Date; and each of QAC and Graphic shall have delivered to the Stockholders a certificate of one of its officers dated as of the date of the Closing to the foregoing effect. (b) No action or proceeding by or before any court or other governmental body shall have been instituted by any governmental body or other person or entity or threatened in writing which seeks to restrain, prohibit or invalidate the Merger or which would have a material adverse effect on the right of the Stockholders to consummate the Merger or which claims material damages from the Stockholders with respect to the Merger. (c) QAC and Graphic shall have delivered to the Stockholders certificates of their respective Secretaries certifying as to the requisite corporate and other action authorizing the Merger and the incumbency of their respective officers and directors. (d) QAC shall have executed and delivered to the Stockholders the Escrow Agreement, substantially in the form of Exhibit "B" hereto. (e) The Stockholders shall have received the opinion of Messrs. Xxxx, Xxxxxxxxx & Gold, P.C., counsel to QAC and Graphic, substantially in the form of Exhibit "G" hereto. (f) The Certificate of Merger shall be prepared for filing with the Secretary of State of Georgia. (g) QAC and Graphic shall have executed and delivered the Employment Agreements substantially in the form of Exhibit "A" hereto. (h) QAC and Graphic shall have executed and delivered the Printing Agreement substantially in the form of Exhibit "E" hereto.

Conditions to Obligations of the Stockholders. The obligation obligations of --------------------------------------------- the Stockholders to consummate the Merger is Stock Purchase are subject to the satisfaction at or prior (or, to the Closing of each extent legally permissible, waiver) of the following conditions: (ai) Each of the representations and warranties of QAC and Graphic The Purchaser shall be true and correct in all material respects as of, and shall not have been violated in any material respect at, the Closing Date as though made on and as of the Closing Date; QAC and Graphic shall, on or before the Closing, have performed in all material respects all of their its obligations under this Agreement which by the terms hereof are hereunder required to be performed on by it at or before prior to the Closing Date; , (ii) the representations and each warranties of QAC the Purchaser contained in this Agreement shall be true and Graphic shall have delivered correct (without giving effect to the Stockholders a certificate of one of its officers dated any limitation as to "materiality" or "Material Adverse Effect" set forth herein) at and as of the date Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date), in which case as of such earlier date, except where the failure of such representations to be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth herein) would not, individually as in the aggregate, have a Material Adverse Effect on the Purchaser and (iii) the Company and the Stockholders shall have received a certificate signed by an executive officer of the Closing Purchaser to the foregoing effect.; (b) No action There shall not be any statute, rule, regulation, injunction, order or proceeding by decree, enacted, enforced, promulgated, entered, issued or before deemed applicable to the Stock Purchase or the other transactions contemplated hereby (or in the case of any court statute, rule or other governmental body shall have been instituted regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental body authority or other person agency or entity legislative body, domestic, foreign or threatened in writing which seeks to restrainsupranational, prohibit that would, or invalidate the Merger or which would reasonably be expected to, have a material adverse effect Material Adverse Effect on the right of Purchaser at or after the Stockholders to consummate the Merger or which claims material damages from the Stockholders with respect to the Merger.Closing Date; (c) QAC The Offering and Graphic sale by the Purchaser of the Purchaser Common Stock pursuant to this Agreement shall have delivered to the Stockholders certificates been made in compliance with all applicable requirements of their respective Secretaries certifying as to the requisite corporate federal and other action authorizing the Merger and the incumbency of their respective officers and directors.state securities laws; (d) QAC shall have executed The consummation of the Merger of the Company and delivered Xxxxxxxxxxx.xxx with and into XXX.xxx, as contemplated by Merger Agreement is to occur immediately following the Stockholders the Escrow Agreement, substantially in the form of Exhibit "B" hereto.Closing; (e) The Stockholders shall have received closing of the opinion Preferred Stock Purchase pursuant to the Preferred Stock Purchase Agreement is to occur immediately following the consummation of Messrs. Xxxx, Xxxxxxxxx & Gold, P.C., counsel to QAC and Graphic, substantially in the form of Exhibit "G" heretoMerger. (f) The Certificate of Merger shall be prepared for filing with the Secretary of State of Georgia. (g) QAC and Graphic shall have executed and delivered the Employment Agreements substantially in the form of Exhibit "A" hereto. (h) QAC and Graphic shall have executed and delivered the Printing Agreement substantially in the form of Exhibit "E" hereto.

Conditions to Obligations of the Stockholders. The obligation obligations of --------------------------------------------- the Stockholders to consummate the Merger is transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, at or prior to the Closing Closing, of each of the following conditions: (a) All covenants contained in this Agreement to be complied with by Buyer on or before the Closing shall have been complied with in all material respects and the Company shall have received a certificate of Buyer to such effect signed by a duly authorized officer of Buyer. (b) Each of the representations and warranties of QAC and Graphic Buyer contained in Article IV shall be true and correct in all material respects as of, and shall not have been violated in any material respect at, of the Closing Date as though made on and as of the Closing Date; QAC and Graphic shallDate except for such inaccuracies as (i) would not delay, hinder or prevent the consummation of the transactions contemplated by this Agreement by Buyer, or (ii) would not have in the aggregate a material adverse effect on or before the Closing, have performed in all material respects all of their Buyer's ability to perform its obligations under this Agreement which by the terms hereof are to be performed on or before the Closing DateAgreement; and each of QAC and Graphic Buyer shall have delivered to the Stockholders Company and the Stockholder Representative a certificate of one the President and Chief Financial Officer of its officers Buyer dated as of the date of the Closing Date to the foregoing effect. (beffect that the statements set forth in this Section 7.1(b) No action or proceeding by or before any court or other governmental body shall have been instituted by any governmental body or other person or entity or threatened in writing which seeks to restrain, prohibit or invalidate the Merger or which would have a material adverse effect on the right of the Stockholders to consummate the Merger or which claims material damages from the Stockholders with respect to the Mergerabove are true and correct. (c) QAC Any waiting period (and Graphic any extension thereof) under the HSR Act applicable to the transactions to be consummated at the Closing shall have delivered to the Stockholders certificates of their respective Secretaries certifying as to the requisite corporate and other action authorizing the Merger and the incumbency of their respective officers and directorsexpired or been terminated. (d) QAC No Governmental Authority or court of competent jurisdiction shall have executed enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary or permanent) that is in effect and delivered to has the Stockholders effect of making the Escrow Agreement, substantially in transactions contemplated by this Agreement for the form Closing illegal or otherwise restraining or prohibiting consummation of Exhibit "B" heretosuch transactions. (e) The Stockholders Buyer shall have received delivered to Stockholders the opinion of Messrs. Xxxx, Xxxxxxxxx & Gold, P.C., counsel to QAC following documents and Graphic, substantially in the form of Exhibit "G" hereto.payments: (fi) The Certificate of Merger shall be prepared for filing with a certificate by the Secretary or any Assistant Secretary of State the Buyer, dated as of Georgia.the Closing Date, as to (A) the good standing of the Buyer, in its jurisdiction of incorporation, (B) the content of the Charter of the Buyer, as then in effect, and (C) the effectiveness of any board or shareholder resolutions of the Buyer passed in connection with this Agreement and transactions contemplated hereby; and (gii) QAC certificates, documents, other materials and Graphic shall have executed and payments required to be delivered the Employment Agreements substantially in the form of Exhibit "A" heretopursuant to Section 1.5(b). (h) QAC and Graphic shall have executed and delivered the Printing Agreement substantially in the form of Exhibit "E" hereto.

Conditions to Obligations of the Stockholders. The obligation of --------------------------------------------- the Stockholders to consummate the Merger transactions contemplated by this Agreement is subject to the satisfaction at (or prior to waiver in writing by the Closing of each Representative in its sole discretion) of the following further conditions: (a) Each representation and warranty of the representations Purchaser set forth in this Agreement that is qualified by materiality shall be true and warranties correct as of QAC the date hereof and Graphic at and as of the Closing Date as if made as of the Closing Date, and each such representation and warranty that is not so qualified shall be true and correct in all material respects as of, of the date hereof and shall not have been violated in any material respect at, the Closing Date as though made on at and as of the Closing Date as if made as of the Closing Date; QAC , except in each case to the extent that such representation and Graphic shallwarranty refers specifically to an earlier date, on in which case such representation and warranty shall have been true and correct (or before the Closing, have performed true and correct in all material respects all of their obligations under this Agreement which by the terms hereof are to be performed on or before the Closing Date; and each of QAC and Graphic shall have delivered to the Stockholders a certificate of one of its officers dated respects, as applicable) as of the date of the Closing to the foregoing effectsuch earlier date. (b) No action or proceeding by or before any court or other governmental body The Purchaser shall have been instituted performed or complied in all material respects with all obligations and covenants required by any governmental body this Agreement to be performed or other person complied with by it at or entity or threatened in writing which seeks to restrain, prohibit or invalidate the Merger or which would have a material adverse effect on the right of the Stockholders to consummate the Merger or which claims material damages from the Stockholders with respect prior to the MergerClosing Date. (c) QAC and Graphic The Stockholders shall have delivered received a certificate dated as of the Closing Date and signed by the Purchaser to the Stockholders certificates of their respective Secretaries certifying as to effect that the requisite corporate conditions set forth in Sections 7.3(a) and other action authorizing the Merger and the incumbency of their respective officers and directors7.3(b) have been satisfied. (d) QAC The Company and the respective lessors shall have entered into the New Facility Leases. (e) The Purchaser shall have executed and delivered to the Stockholders all agreements and other documents required to be executed and delivered to the Stockholders pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Stockholders the Closing pursuant to Section 2.3(a) and including the Escrow Agreement, substantially in Agreement and the form of Exhibit "B" hereto. (e) The Stockholders shall have received the opinion of Messrs. Xxxx, Xxxxxxxxx & Gold, P.C., counsel to QAC and Graphic, substantially in the form of Exhibit "G" heretoXxxxx Promissory Note). (f) The Certificate of Merger shall be prepared for filing with the Secretary of State of Georgia. (g) QAC and Graphic Company shall have executed and delivered entered into the Employment Agreements substantially in the form of Exhibit "A" heretowith Xxxxxx X. Xxxxx XX, Xxxxxx Xxxxxxx and Xxxxxxx X. Xxxxx. (h) QAC and Graphic shall have executed and delivered the Printing Agreement substantially in the form of Exhibit "E" hereto.

Conditions to Obligations of the Stockholders. The obligation of --------------------------------------------- the Stockholders to consummate effect the Merger is Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) Each All agreements, certificates, opinions and other documents required to be delivered pursuant to the provisions of this Agreement shall be reasonably satisfactory in form, scope and substance to the Stockholders and their counsel, and the Stockholders and their counsel shall have received all information and copies of all documents, including records of corporate proceedings, which they may reasonably request in connection therewith, such documents where appropriate to be certified by proper Authorities or corporate officers; (b) ATS shall have furnished the Stockholders, with favorable opinions, dated the Closing Date, of Sullivan & Worcester LLP, counsel for ATS, with respect to xxx xxxxers set forth in Section 5.1 and with respect to such other matters arising after the date of this Agreement and incident to the Transactions, as the Stockholders or their counsel may reasonably request; (c) The representations and warranties of QAC and Graphic ATS contained in this Agreement or otherwise made in writing by it or on its behalf pursuant hereto or otherwise made in connection with the Transactions shall be true and correct in all material respects at and as of, and shall not have been violated in any material respect at, of the Closing Date with the same force and effect as though made on and as of such date except those which speak as of a certain date which shall continue to be true and correct as of such date on the Closing DateDate (including without limitation giving effect to any later obtained knowledge of OPM, the Stockholders or ATS, except as otherwise specifically provided herein); QAC each and Graphic shall, on all of the agreements and conditions to be performed or before satisfied by ATS hereunder at or prior to the Closing, Closing Date shall have been duly performed or satisfied in all material respects all respects; and ATS shall have furnished the Stockholders with such certificates and other documents evidencing the truth of such representations, warranties, covenants and agreements and the performance of such agreements or conditions as the Stockholders or their obligations under this Agreement which by the terms hereof are counsel shall have reasonably requested; (d) ATS shall have delivered or cause to be performed on or before the Closing Date; and each of QAC and Graphic shall have delivered to the Stockholders a certificate all of one the Collateral Documents and other agreements, documents and instruments required to be delivered by ATS to the Stockholders at or prior to the Closing pursuant to the terms of its officers dated as of this Agreement; (e) Between the date of this Agreement and the Closing to Date, there shall not have occurred and be continuing any material adverse change in ATS from that reflected in the foregoing effect.most recent ATS Financial Statements; (bf) No action or proceeding by or As of the Closing Date, no Legal Action shall be pending before any court or other governmental body shall have been instituted by any governmental body or other person or entity or threatened in writing by any Authority which seeks to restrainmight, prohibit or invalidate in the Merger or which would reasonable business judgment of the Stockholders, based upon the advice of counsel, have a material adverse effect on ATS' ability to operate the right of OPM Assets and the Stockholders OPM Business subsequent to consummate the Merger or which claims material damages from the Stockholders Closing Date, it being understood and agreed that a written request by any Authority for information with respect to the Merger.Transactions, which information could be used in connection with such Legal Action, shall not be deemed to be a threat of any such Legal Action; (cg) QAC and Graphic shall have delivered to the Stockholders certificates of their respective Secretaries certifying as to the requisite corporate and other action authorizing the Merger and the incumbency of their respective officers and directors. (d) QAC OPM shall have executed and delivered to the Stockholders the Escrow Mills Employment Agreement, substantially in the form of Exhibit "B" hereto. (e) The Stockholders shall have received the opinion of Messrs. Xxxx, Xxxxxxxxx & Gold, P.C., counsel to QAC and Graphic, substantially in the form of Exhibit "G" hereto. (f) The Certificate of Merger shall be prepared for filing with the Secretary of State of Georgia. (g) QAC and Graphic shall have executed and delivered the Employment Agreements substantially in the form of Exhibit "A" hereto.; and (h) QAC and Graphic shall The Stockholdexx xhall have executed and delivered received a favorable opinion, dated the Printing Agreement substantially in Closing Date, of Florida counsel with respect to the form binding effect on ATS of Exhibit "E" heretoSection 6.10.

Conditions to Obligations of the Stockholders. The obligation of --------------------------------------------- the Stockholders to consummate effect the Merger is Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) Each All agreements, certificates, opinions and other documents required to be delivered pursuant to the provisions of this Agreement shall be reasonably satisfactory in form, scope and substance to the Stockholders and their counsel, and the Stockholders and their counsel shall have received all information and copies of all documents, including records of corporate proceedings, which they may reasonably request in connection therewith, such documents where appropriate to be certified by proper Authorities or corporate officers; (b) ATS shall have furnished the Stockholders, with favorable opinions, dated the Closing Date, of Xxxxxxxx & Worcester LLP, counsel for ATS, with respect to the matters set forth in Section 5.1 and with respect to such other matters arising after the date of this Agreement and incident to the Transactions, as the Stockholders or their counsel may reasonably request; (c) The representations and warranties of QAC and Graphic ATS contained in this Agreement or otherwise made in writing by it or on its behalf pursuant hereto or otherwise made in connection with the Transactions shall be true and correct in all material respects at and as of, and shall not have been violated in any material respect at, of the Closing Date with the same force and effect as though made on and as of such date except those which speak as of a certain date which shall continue to be true and correct as of such date on the Closing DateDate (including without limitation giving effect to any later obtained knowledge of OPM, the Stockholders or ATS, except as otherwise specifically provided herein); QAC each and Graphic shall, on all of the agreements and conditions to be performed or before satisfied by ATS hereunder at or prior to the Closing, Closing Date shall have been duly performed or satisfied in all material respects all respects; and ATS shall have furnished the Stockholders with such certificates and other documents evidencing the truth of such representations, warranties, covenants and agreements and the performance of such agreements or conditions as the Stockholders or their obligations under this Agreement which by the terms hereof are counsel shall have reasonably requested; (d) ATS shall have delivered or cause to be performed on or before the Closing Date; and each of QAC and Graphic shall have delivered to the Stockholders a certificate all of one the Collateral Documents and other agreements, documents and instruments required to be delivered by ATS to the Stockholders at or prior to the Closing pursuant to the terms of its officers dated as of this Agreement; (e) Between the date of this Agreement and the Closing to Date, there shall not have occurred and be continuing any material adverse change in ATS from that reflected in the foregoing effect.most recent ATS Financial Statements; (bf) No action or proceeding by or As of the Closing Date, no Legal Action shall be pending before any court or other governmental body shall have been instituted by any governmental body or other person or entity or threatened in writing by any Authority which seeks to restrainmight, prohibit or invalidate in the Merger or which would reasonable business judgment of the Stockholders, based upon the advice of counsel, have a material adverse effect on ATS' ability to operate the right of OPM Assets and the Stockholders OPM Business subsequent to consummate the Merger or which claims material damages from the Stockholders Closing Date, it being understood and agreed that a written request by any Authority for information with respect to the Merger.Transactions, which information could be used in connection with such Legal Action, shall not be deemed to be a threat of any such Legal Action; (cg) QAC and Graphic shall have delivered to the Stockholders certificates of their respective Secretaries certifying as to the requisite corporate and other action authorizing the Merger and the incumbency of their respective officers and directors. (d) QAC OPM shall have executed and delivered to the Stockholders the Escrow Xxxxx Employment Agreement, substantially in the form of Exhibit "B" hereto.; and (eh) The Stockholders shall have received a favorable opinion, dated the opinion Closing Date, of Messrs. Xxxx, Xxxxxxxxx & Gold, P.C., Florida counsel with respect to QAC and Graphic, substantially in the form binding effect on ATS of Exhibit "G" heretoSection 6.10. (f) The Certificate of Merger shall be prepared for filing with the Secretary of State of Georgia. (g) QAC and Graphic shall have executed and delivered the Employment Agreements substantially in the form of Exhibit "A" hereto. (h) QAC and Graphic shall have executed and delivered the Printing Agreement substantially in the form of Exhibit "E" hereto.

Conditions to Obligations of the Stockholders. The obligation of --------------------------------------------- the Stockholders each Stockholder to consummate the Merger sale of his EXOR Shares contemplated hereby is subject to the satisfaction at (or prior to waiver by the Closing of each Stockholders) of the following conditions: (a) Each of the representations and warranties of QAC the Buyer set forth in Article III shall be true and Graphic correct when made on the date hereof and shall be true and correct in all material respects as of, and shall not have been violated (or in ALL respects in the case of any material respect at, the Closing Date as though made on and representation or warranty which includes a concept of materiality) as of the Closing Date; QAC as if made as of the Closing (except for representations and Graphic shallwarranties made as of a specific date, on or before which shall be true and correct as of such date); (b) the Closing, Buyer shall have performed or complied in all material respects all of their obligations with its agreements and covenants required to be performed or complied with under this Agreement which by as of or prior to the terms hereof are Closing; (c) the Buyer shall have delivered to be performed on or before each Stockholder a certificate to the effect that each of the conditions specified in clauses (a) and (b) of this Section 5.2 is satisfied; (d) the Stockholders shall have received from Hale xxx Dorr XXX an opinion with respect to the matters set forth in EXHIBIT E attached hereto, addressed to the Stockholders and dated the Closing Date; and each of QAC and Graphic and (e) the Buyer shall have delivered to the Stockholders a certificate of one of its officers dated as of by check or wire transfer the date of payments to be paid at the Closing pursuant to the foregoing effect. Stockholder Noncompetition Agreements (b) No action or proceeding by or before any court or other governmental body shall have been instituted by any governmental body or other person or entity or threatened in writing which seeks to restrain, prohibit or invalidate the Merger or which would have a material adverse effect on the right of the Stockholders to consummate the Merger or which claims material damages from the Stockholders with respect to the Merger. (c) QAC and Graphic shall have delivered to the Stockholders certificates of their respective Secretaries certifying as to the requisite corporate and other action authorizing the Merger and the incumbency of their respective officers and directors. (d) QAC shall have executed and delivered to the Stockholders the Escrow Agreement, substantially in the form of Exhibit "B" heretowhich is attached hereto as EXHIBIT C). (e) The Stockholders shall have received the opinion of Messrs. Xxxx, Xxxxxxxxx & Gold, P.C., counsel to QAC and Graphic, substantially in the form of Exhibit "G" hereto. (f) The Certificate of Merger shall be prepared for filing with the Secretary of State of Georgia. (g) QAC and Graphic shall have executed and delivered the Employment Agreements substantially in the form of Exhibit "A" hereto. (h) QAC and Graphic shall have executed and delivered the Printing Agreement substantially in the form of Exhibit "E" hereto.

Conditions to Obligations of the Stockholders. The obligation --------------------------------------------- of --------------------------------------------- the Stockholders to consummate the Merger is subject to the satisfaction at or prior to the Closing of each of the following conditions: (a) Each of the representations and warranties of QAC Acquisition and Graphic shall be true and correct in all material respects as of, and shall not have been violated in any material respect at, the Closing Date as though made on and as of the Closing DateClosing; QAC Acquisition and Graphic shall, on or before the Closing, have performed in all material respects all of their obligations under this Agreement which by the terms hereof are to be performed on or before the Closing DateClosing; and each of QAC Acquisition and Graphic shall have delivered to the Stockholders a certificate of one of its officers dated as of the date of the Closing to the foregoing effect. (b) The Merger shall be approved by the Stockholders. (c) No action or proceeding by or before any court or other governmental body shall have been instituted by any governmental body or other person or entity or threatened in writing which seeks to restrain, prohibit or invalidate the Merger or which would have a material adverse effect on the right of the Stockholders to consummate the Merger or which claims material damages from the Stockholders with respect to the Merger. (cd) QAC Acquisition and Graphic shall have delivered to the Stockholders certificates of their respective Secretaries certifying as to the requisite corporate and other action authorizing the Merger and the incumbency of their respective officers and directors. (de) QAC Acquisition shall have executed and delivered to the Stockholders the Escrow Agreement, substantially in the form of Exhibit "B" B hereto.. --------- (ef) Acquisition and Graphic shall have executed and delivered to the Stockholders the Guaranties, substantially in the form of Exhibit C hereto. --------- (g) The Stockholders shall have received the opinion of Messrs. XxxxPowell, Xxxxxxxxx Goldstein, Xxxxxx & Gold, P.C.Xxxxxx, counsel to QAC and GraphicAcquisition, substantially in the form of Exhibit "G" F hereto.. --------- (fh) The Certificate of Merger shall be prepared for filing with the Secretary of State of GeorgiaOhio. (gi) QAC The Company and Graphic RAM Enterprises shall have executed and delivered the Employment Agreements Lease Agreement, substantially in the form of Exhibit "A" D hereto. (hj) QAC Graphic and Graphic Acquisition shall have executed and delivered to Xx. Xxxxxxx Xxxxxxxx the Printing Employment Agreement substantially in the form of Exhibit "E" A hereto.. ---------