Common use of Conditions to Obligations of the Clause in Contracts

Conditions to Obligations of the. Stockholders and the ----------------------------------------------------- Company. The obligations of the Stockholders and the Company to consummate the ------- Stock Exchange and the transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by all of the Stockholders: (a) The representations and warranties of Buyer set forth in Article III of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except (1) to the extent such representations and warranties are by their express provisions made as of a specified date (which shall be true and correct in all respects as of such date) and (2) for the effect of transactions contemplated by this Agreement, except, in each case, where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to interfere with the Stockholders obtaining the benefit of their bargain hereunder, without regard to materiality qualifications in individual representations and warranties. (b) Buyer shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date. (c) Buyer shall have furnished the Stockholders with a certificate dated the Closing Date signed on behalf of it by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 5.2(a) and (b) have been satisfied. (d) The Company shall have received an opinion of the Company's counsel, in form and substance reasonably satisfactory to the Company (as determined by the Stockholders) on which the U.S. Stockholders shall be permitted to rely (subject to terms and conditions thereof) dated as of the Closing Date, to the effect that the Stock Exchange will constitute a reorganization within the meaning of Section 368(a) of the Code and that Buyer (and any subsidiary of Buyer to which this Agreement is assigned pursuant to Section 7.10) and the Company shall each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such tax opinion, such counsel may require and rely upon reasonably requested representations contained in certificates of Buyer, the Company and the Stockholders.

Conditions to Obligations of the. Stockholders Company and the ----------------------------------------------------- Company------------------------------------------------ Shareholders. The Notwithstanding any other provision of this Agreement, the ------------ obligations of the Stockholders Company and the Company Shareholders to consummate the ------- Stock Exchange Merger and the other transactions contemplated hereby shall be subject to the fulfillment satisfaction, at or prior to the Closing Date, of the following conditions unless waived by all of the Stockholdersconditions: (a) The representations and warranties of Buyer set forth and Newco in Article III of this Agreement shall be true and correct in all material respects as of the date of this Agreement on and as of the Closing Date with the same effect as though if made on and as of the Closing Date, except (1) to the extent such representations and warranties are by their express provisions made as of a specified date (which shall be true Buyer and correct in all respects as of such date) and (2) for the effect of transactions contemplated by this Agreement, except, in each case, where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to interfere with the Stockholders obtaining the benefit of their bargain hereunder, without regard to materiality qualifications in individual representations and warranties. (b) Buyer shall have performed in all material respects each obligation and agreement and Newco shall have complied in with all material respects with each covenant covenants and agreements and satisfied all conditions on their part to be performed and complied with by it hereunder at or satisfied on or prior to the Closing Date. (c) Buyer shall have furnished the Stockholders with a certificate dated the Closing Date signed on behalf of it by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 5.2(a) and (b) have been satisfied. (d) The Company shall have received an from Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, counsel for Buyer and Newco, a written opinion dated the Closing Date and addressed to the Company and the Shareholders, in substantially the form attached as Annex H hereto. ------- (i) Copies of resolutions of the board of directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by Buyer pursuant hereto and thereto; (ii) A certificate of incumbency certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraph (i) above and further certifying that the certificate of incorporation and bylaws of Buyer delivered to the Company at the time of, or prior to, the execution of this Agreement have been validly adopted and have not been amended or modified; and (iii) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company or its counsel may reasonably request. (i) Copies of resolutions of (A) the board of directors of Newco authorizing and approving the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by Newco pursuant hereto and thereto, and (B) the sole stockholder of Newco approving this Agreement and the Merger; (ii) A certificate of incumbency certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraph (i) above and further certifying that the certificate of incorporation and bylaws of Newco delivered to the Company at the time of, or prior to, the execution of this Agreement have been validly adopted and have not been amended or modified; and (iii) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company or its counsel may reasonably request. (f) The Company shall have received a certificate of the President of Newco in substantially the form attached as Annex L hereto. ------- (g) Buyer or Newco shall have assumed all existing contracts with the management, employees, consultants and advisors of the Company's counsel. (h) No act, event or condition shall have occurred after the date hereof which the Shareholders or the Company determines has had or could reasonably be expected to have a Material Adverse Effect. (i) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments, releases and documents referenced herein or incident to the transactions contemplated hereby shall be in form and substance reasonably satisfactory to the Company and its counsel. (as determined by j) Xxxxx Xxxxx shall, at the StockholdersClosing, be elected to the Board of Directors of Buyer and to the Executive Committee of the Board, if one is then in existence, and become Executive Vice President of Buyer. (k) on which the U.S. Stockholders Approximately $1,400,000 shall be permitted paid at Closing to rely (subject to terms and conditions thereof) dated as Xxxxx Xxxxx in full satisfaction of the Closing Date, note due to the effect that Xxxxx and Xxxxx Partnership from the Stock Exchange will constitute a reorganization within Company. (l) There shall be distributed to the meaning Shareholders at the Closing the life insurance policy on the life of Section 368(aXxxxx Xxxxx. (m) of the Code and that Buyer (and Shareholders shall have been released from any subsidiary of Buyer to which this Agreement is assigned pursuant to Section 7.10) and the Company shall each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such tax opinion, such counsel may require and rely upon reasonably requested representations contained in certificates of Buyer, the Company and the Stockholderspersonal guarantees on bank indebtedness.

Conditions to Obligations of the. Stockholders and the ----------------------------------------------------- Company. Company The obligations obligation of the Stockholders and the Company to consummate the ------- Stock Exchange and the transactions contemplated hereby shall be Convertible Closing is subject to the fulfillment satisfaction of conditions (a) - (e) set forth below, and the obligation of the following conditions unless waived by all Company to consummate any Subsequent Convertible Closing is not subject to satisfaction of the Stockholdersany additional conditions: (a) The representations and warranties of Buyer set forth in Article III of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except (1i) to the extent such representations and warranties are by their express provisions made as of a specified date (which shall be true and correct in all respects as of such date) and (2) for the effect of transactions contemplated by this Agreement, except, in each case, where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to interfere with the Stockholders obtaining the benefit of their bargain hereunder, without regard to materiality qualifications in individual representations and warranties. (b) Buyer Investors shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant of their obligations hereunder required to be performed and complied with by it hereunder them at or prior to the Initial Convertible Closing DateDate and (ii) the representations and warranties of the Investors contained in this Agreement and in any certificate or other writing delivered by Investors pursuant hereto shall be true in all material respects at and as of the Initial Convertible Closing Date as if made at and as of such date (except for such that refer to an earlier date); (b) The Transaction Agreements, the Initial Note, the Convertible Note and the Warrants (and the transactions contemplated thereby) shall have been approved by the Board of Directors of the Company. (c) Buyer The Company's shareholders shall have furnished approved the Stockholders with a certificate dated issuance of the Closing Date signed on behalf Convertible Notes and the issuance of it by its Chairman, President or any Vice President the Warrants to Xxxxxxxx X. Xxx and Xxxxx X. Xxxxxxxxxx and the effect that the conditions set forth in Sections 5.2(a) and (b) have been satisfied.transactions as contemplated hereby; (d) The Company Any regulatory consents or approvals required in connection with the transactions contemplated by this Agreement shall have been received an opinion and not withdrawn; and (e) Any consent of Foothill Capital Corporation required in connection with the Company's counseltransactions contemplated by this Agreement, in form and substance reasonably satisfactory to including without limitation, the Company (as determined by the Stockholders) on which the U.S. Stockholders shall be permitted to rely (subject to terms and conditions thereof) dated as of the Convertible Closing Date, to the effect that the Stock Exchange will constitute a reorganization within the meaning of Section 368(a) of the Code and that Buyer (and any subsidiary of Buyer to which this Agreement is assigned pursuant to Section 7.10) Subsequent Convertible Closing shall have been received and the Company shall each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such tax opinion, such counsel may require and rely upon reasonably requested representations contained in certificates of Buyer, the Company and the Stockholdersnot withdrawn.

Conditions to Obligations of the. Stockholders Nollec Parties. In addition to the terms and provisions of Section 2.3, the ----------------------------------------------------- Company. The obligations obligation of the Stockholders and the Company Nollec Parties to consummate the ------- Stock Exchange and the transactions contemplated hereby shall be Closing is subject to the fulfillment satisfaction, or the waiver at the Nollec Parties’ discretion, of all the following conditions unless waived by all of the Stockholdersfurther conditions: (a) The Purchaser shall have duly performed in all material respects its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Buyer set forth the Purchaser contained in Article III of this Agreement Agreement, the Additional Agreements and in any certificate or other writing delivered by the Purchaser pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on at and as of the Closing Date, except (1) to the extent such representations as if made at and warranties are by their express provisions made as of a specified date (which shall be true and correct in all respects as of such date) and (2) , provided, however, that the Purchaser and/or its Affiliates, are permitted to enter into such arrangements as would be necessary for the effect Purchaser to secure the approval of its stockholders of the transactions contemplated by this Agreement (including such arrangements as would require the combined company to use monies available to satisfy its obligations due to the transactions contemplated by this Agreement), except, if any; and (iii) the Sellers and the Company shall have received a certificate signed by an authorized officer of Purchaser to the effect set forth in each case, where the failure to be true Sections (i) and correct would not, individually or in the aggregate, reasonably be expected to interfere with the Stockholders obtaining the benefit (ii) of their bargain hereunder, without regard to materiality qualifications in individual representations and warrantiesthis Section 9.3 (a). (b) Buyer shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date. (c) Buyer shall have furnished the Stockholders with a certificate dated the Closing Date signed on behalf of it by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 5.2(a) and (b) have been satisfied. (d) The Company and the Sellers shall have received an opinion (i) a copy of the Company's counselorganizational documents of the Purchaser, in form and substance reasonably satisfactory to the Company (as determined ii) copies of resolutions duly adopted by the Stockholders) on which the U.S. Stockholders shall be permitted to rely (subject to terms and conditions thereof) dated as Board of Directors of the Closing Date, to the effect that the Stock Exchange will constitute a reorganization within the meaning of Section 368(a) of the Code and that Buyer (and any subsidiary of Buyer to which Purchaser authorizing this Agreement is assigned pursuant to Section 7.10and the Additional Agreements (if necessary) and the Company shall each be transactions contemplated hereby and thereby, (iii) a party to that reorganization within the meaning of Section 368(b) certificate of the Code. In rendering Chairman of Purchaser certifying each of the foregoing, completion of covenants and correctness of representations and warranties and as to signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such tax opinionSecretary, such counsel may require and rely upon reasonably requested representations contained (iv) a recent good standing certificate regarding the Purchaser from the office of the Secretary of State of its respective jurisdiction of organization and each other jurisdiction in which each of Purchaser is qualified to do business, (v) share certificates of Buyerthe Purchaser reflecting owning the Purchaser Common Shares pursuant to this Agreement by the Sellers and/or its nominees, (vi) the Company and the Stockholderspayment evidence of USD five hundred thousand (US$ 500,000) to KNH pursuant to this Agreement.

Conditions to Obligations of the. Stockholders Nollec Parties. In addition to the terms and provisions of Section 2.3, the ----------------------------------------------------- Company. The obligations obligation of the Stockholders and the Company Nollec Parties to consummate the ------- Stock Exchange and the transactions contemplated hereby shall be Closing is subject to the fulfillment satisfaction, or the waiver at the Nollec Parties' discretion, of all the following conditions unless waived further conditions: The Purchaser shall have duly performed in all material respects its obligations hereunder required to be performed by all of it at or prior to the Stockholders: Closing Date, (aii) The the representations and warranties of Buyer set forth the Purchaser contained in Article III of this Agreement Agreement, the Additional Agreements and in any certificate or other writing delivered by the Purchaser pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on at and as of the Closing Date, except (1) to the extent such representations as if made at and warranties are by their express provisions made as of a specified date (which shall be true and correct in all respects as of such date) and (2) , provided, however, that the Purchaser and/or its Affiliates, are permitted to enter into such arrangements as would be necessary for the effect Purchaser to secure the approval of its stockholders of the transactions contemplated by this Agreement (including such arrangements as would require the combined company to use monies available to satisfy its obligations due to the transactions contemplated by this Agreement), except, in each case, where if any; and (iii) the failure to be true Sellers and correct would not, individually or in the aggregate, reasonably be expected to interfere with the Stockholders obtaining the benefit of their bargain hereunder, without regard to materiality qualifications in individual representations and warranties. (b) Buyer Company shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date. (c) Buyer shall have furnished the Stockholders with received a certificate dated the Closing Date signed on behalf by an authorized officer of it by its Chairman, President or any Vice President Purchaser to the effect that the conditions set forth in Sections 5.2(a(i) and (bii) have been satisfied. of this Section 9.3 (d) a). The Company and the Sellers shall have received an opinion (i) a copy of the Company's counselorganizational documents of the Purchaser, in form and substance reasonably satisfactory to the Company (as determined ii) copies of resolutions duly adopted by the Stockholders) on which the U.S. Stockholders shall be permitted to rely (subject to terms and conditions thereof) dated as Board of Directors of the Closing Date, to the effect that the Stock Exchange will constitute a reorganization within the meaning of Section 368(a) of the Code and that Buyer (and any subsidiary of Buyer to which Purchaser authorizing this Agreement is assigned pursuant to Section 7.10and the Additional Agreements (if necessary) and the Company shall each be transactions contemplated hereby and thereby, (iii) a party to that reorganization within the meaning of Section 368(b) certificate of the Code. In rendering Chairman of Purchaser certifying each of the foregoing, completion of covenants and correctness of representations and warranties and as to signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such tax opinionSecretary, such counsel may require and rely upon reasonably requested representations contained (iv) a recent good standing certificate regarding the Purchaser from the office of the Secretary of State of its respective jurisdiction of organization and each other jurisdiction in which each of Purchaser is qualified to do business, (v) share certificates of Buyerthe Purchaser reflecting owning the Purchaser Common Shares pursuant to this Agreement by the Sellers and/or its nominees, (vi) the Company and the Stockholderspayment evidence of USD five hundred thousand (US$ 500,000) to KNH pursuant to this Agreement.

Conditions to Obligations of the. Stockholders and the ----------------------------------------------------- Company. Company The obligations obligation of the Stockholders and the Company to consummate the ------- Stock Exchange and the transactions contemplated hereby shall be Convertible Closing is subject to the fulfillment satisfaction of conditions (a) - (e) set forth below, and the obligation of the following conditions unless waived by all Company to consummate any Subsequent Convertible Closing is not subject to satisfaction of the Stockholdersany additional conditions: (a) The representations and warranties of Buyer set forth in Article III of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except (1i) to the extent such representations and warranties are by their express provisions made as of a specified date (which shall be true and correct in all respects as of such date) and (2) for the effect of transactions contemplated by this Agreement, except, in each case, where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to interfere with the Stockholders obtaining the benefit of their bargain hereunder, without regard to materiality qualifications in individual representations and warranties. (b) Buyer Investors shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant of their obligations hereunder required to be performed and complied with by it hereunder them at or prior to the Initial Convertible Closing DateDate and (ii) the representations and warranties of the Investors contained in this Agreement and in any certificate or other writing delivered by Investors pursuant hereto shall be true in all material respects at and as of the Initial Convertible Closing Date as if made at and as of such date (except for such that refer to an earlier date); (b) The Transaction Agreements, the Initial Note, the Convertible Note and the Warrants (and the transactions contemplated thereby) shall have been approved by the Board of Directors of the Company. (c) Buyer The Company's shareholders shall have furnished approved the Stockholders issuance of the Convertible Notes and the issuance of the Warrants to Lawrence J. Fox and James A. Rutherford and the transactions as contempxxxxx xxxxxx; (x) Xxx xxxxxxxxxx consents or approvals required in connection with a certificate dated the Closing Date signed on behalf of it transactions contemplated by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 5.2(a) and (b) this Agreement shall have been satisfied.received and not withdrawn; and (de) The Company Any consent of Foothill Capital Corporation required in connection with the transactions contemplated by this Agreement, including without limitation, the Convertible Closing and any Subsequent Convertible Closing shall have been received an opinion of the Company's counsel, in form and substance reasonably satisfactory to the Company (as determined by the Stockholders) on which the U.S. Stockholders shall be permitted to rely (subject to terms and conditions thereof) dated as of the Closing Date, to the effect that the Stock Exchange will constitute a reorganization within the meaning of Section 368(a) of the Code and that Buyer (and any subsidiary of Buyer to which this Agreement is assigned pursuant to Section 7.10) and the Company shall each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such tax opinion, such counsel may require and rely upon reasonably requested representations contained in certificates of Buyer, the Company and the Stockholdersnot withdrawn.

Conditions to Obligations of the. Stockholders Company and the ----------------------------------------------------- CompanyMerger Subs at Closing. The obligations of the Stockholders Company and the Company Merger Subs to consummate consummate, or cause to be consummated, the ------- Stock Exchange and Transactions to occur at the transactions contemplated hereby shall be Closing, are subject to the fulfillment satisfaction of the following additional conditions unless waived by all as of the StockholdersClosing Date, any one or more of which may be waived in writing by the Company: (a) The representations and warranties contained in Section 4.3 (Corporate Structure; Subsidiaries), Section 4.4 (Authorization) and Section 4.8(ii) (Absence of Buyer set forth in Article III of this Agreement Changes) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though if made on and as of at the Closing Date, except (1) to the extent such . The representations and warranties are by their express provisions made as of a specified date contained in Section 4.2 (which Capitalization and Voting Rights) shall be true and correct in all respects as of such date) and (2) respects, except for the effect of transactions contemplated by this Agreement, except, in each case, where the failure to be true and correct would notinaccuracies that, individually or in the aggregate, have no more than a de minimis effect as of the Closing Date as if made at the Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be so true and correct at and as of such date). Each of the other representations and warranties of SPAC contained in this Agreement shall be true and correct as of the Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to interfere with the Stockholders obtaining the benefit of their bargain hereunderhave, without regard to materiality qualifications in individual representations and warranties.a SPAC Material Adverse Effect; (b) Buyer shall have performed Each of the obligations and covenants of SPAC as set forth in all material respects each obligation this Agreement and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at as of or prior to the Closing Date.Date shall have been performed in all material respects, unless the applicable obligation has a materiality qualifier or similar qualification or exception in which case it shall have been duly performed in all respects (c) Buyer There shall have furnished not been a SPAC Material Adverse Effect following the Stockholders with a certificate dated the Closing Date signed on behalf date of it by its Chairman, President or any Vice President to the effect this Agreement that the conditions set forth in Sections 5.2(a) is continuing and (b) have been satisfied.uncured; and (d) The Company Sponsor Support Agreement and the Deferred Underwriting Commission Waiver shall be in full force and effect and no party thereto shall be in breach thereof or shall have received an opinion of the Company's counsel, failed to perform thereunder in form and substance reasonably satisfactory to the Company (as determined by the Stockholders) on which the U.S. Stockholders shall be permitted to rely (subject to terms and conditions thereof) dated as of the Closing Date, to the effect that the Stock Exchange will constitute a reorganization within the meaning of Section 368(a) of the Code and that Buyer (and any subsidiary of Buyer to which this Agreement is assigned pursuant to Section 7.10) and the Company shall each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such tax opinion, such counsel may require and rely upon reasonably requested representations contained in certificates of Buyer, the Company and the Stockholdersmaterial respect.