Common use of Conditions to Obligations of Clause in Contracts

Conditions to Obligations of. the Buyer and the Transitory --------------------------------------------------------- Subsidiary. The obligation of each of the Buyer and the Transitory Subsidiary to ---------- consummate the transactions to be performed by the Buyer and the Transitory Subsidiary in connection with the Closing and the Merger is subject to the satisfaction, or waiver by the Buyer and the Transitory Subsidiary, of the following conditions: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, necessary for the consummation by the Company and the Company Stockholder of the transactions contemplated hereby; (b) the representations and warranties of the Company Stockholder set forth in Articles II and III above shall have been true and correct in all material respects when made on the Agreement Date and shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date, except for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such date; (c) each of the Company and the Company Stockholder shall have performed or complied with their agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (d) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of the Company to own, operate or control any of its assets or operations, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Company Stockholder shall have delivered to the Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified in clauses (a) through (d) of this Section 6.1 is satisfied in all respects; (f) on the Agreement Date, the Company Stockholder shall have executed and delivered to the Buyer an employment agreement in the form attached hereto as Exhibit C and such employment agreement shall be in full force and effect on --------- the Closing Date in accordance with its terms; (g) the Buyer and the Transitory Subsidiary shall have received from Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP an opinion in the form attached hereto as Exhibit E, addressed to the Buyer and the Transitory Subsidiary and dated as of --------- the Closing Date; (h) the Buyer shall have received a letter from Deloitte & Touche LLP and Price Waterhouse LLP, auditors for the Company, in a form reasonably satisfactory to the Buyer, to the effect that the Company and, in the case of the letter from Deloitte & Touche LLP, the Buyer may treat the transactions contemplated hereby as a "pooling of interests" for accounting purposes; (i) on the Closing Date, the Affiliate Agreement delivered in accordance with Section 5.14 shall be in full force and effect in accordance with its terms; (j) on the Agreement Date, the Company Stockholder shall have executed and delivered to the Buyer a Registration Rights Agreement in the form attached hereto as Exhibit D and such Agreement shall be in full force and effect on the --------- Closing Date in accordance with its terms; (k) the Buyer shall have received the resignations, effective as of the Closing Date, of each director of the Company and the Subsidiaries; (l) the Buyer, the Company Stockholder and the Escrow Agent shall have executed and delivered the Escrow Agreement; (m) the Company Stockholder shall have delivered to the Buyer a certificate of the Secretary of State of the State of Connecticut as of the Closing Date as to the legal existence and good standing of the Company in Connecticut as of the Closing Date; (n) the Company Stockholder shall have delivered to the Buyer a certificate of the Connecticut Department of Revenue as of a date within five business days of the Closing Date as to the tax good standing of the Company in Connecticut as of a date within five business days of the Closing Date; (o) the Company Stockholder shall have delivered to the Buyer certificates of the Secretary of the Company attesting to the incumbency of the Company's officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, and the authenticity and continuing validity of the charter documents of the Company; (p) the Company Stockholder shall have delivered to the Buyer certificates of appropriate governmental officials in each state or country in which the Company is required to qualify to do business as a foreign corporation as to the qualification and corporate and tax good standing of the Company in each such jurisdiction; (q) the Buyer shall have received an estoppel certificate from the lessors from whom the Company leases real property in Stamford, Connecticut and Cambridge, Massachusetts, in each case consenting to the transactions contemplated under this Agreement and representing that there are no outstanding claims against the Company under such lease; (r) all actions to be taken by the Company and the Company Stockholder in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Buyer; and (s) the Company Stockholder shall have transferred all of his right, title and interest in the ISS (UK) Shares to the Buyer or its nominee.

Conditions to Obligations of. the Buyer and the Transitory --------------------------------------------------------- Merger Subsidiary. The obligation of each of the Buyer and the Transitory Merger Subsidiary to ---------- consummate the transactions to be performed by the Buyer and the Transitory Subsidiary in connection with the Closing and the Merger is subject to the satisfaction, satisfaction (or waiver by the Buyer and the Transitory Subsidiary, Buyer) of the following additional conditions: (a) the Company shall have obtained at its own expense (and shall have provided copies thereof to the Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, necessary for referred to in Section 4.2 which are required on the consummation by the Company and the Company Stockholder part of the transactions contemplated herebyCompany; (b) the representations and warranties of the Company Stockholder set forth in Articles II the first sentence of Section 2.1 and III above in Section 2.3 and any representations and warranties of the Company set forth in this Agreement that are qualified as to materiality shall have been be true and correct in all material respects when made on respects, and all other representations and warranties of the Company set forth in this Agreement Date and shall be true and correct in all material respects respects, in each case as of the date of this Agreement and as of the Closing Date as if though made as of the Closing DateClosing, except for to the extent such representations and warranties are specifically made as of a specific date, particular date (in which case such representations and warranties shall be true and correct in all material respects as of such date); (c) each of the Company and the Company Stockholder shall have performed or complied with their its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (d) no action, suit or proceeding Legal Proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, consummation or (iii) affect adversely have, individually or in the right of the aggregate, a Company to own, operate or control any of its assets or operationsMaterial Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Company Stockholder shall have delivered to the Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to and the effect that each of Merger Subsidiary the conditions specified in clauses (a) through (d) of this Section 6.1 is satisfied in all respectsCompany Certificate; (f) on the Agreement DateBuyer shall have received copies of the resignations, effective as of the Closing, of each officer and manager of the Company Stockholder shall have executed and delivered (other than any such resignations which the Buyer designates, by written notice to the Buyer an employment agreement in the form attached hereto Company, as Exhibit C and such employment agreement shall be in full force and effect on --------- the Closing Date in accordance with its termsunnecessary); (g) the Buyer and the Transitory Subsidiary shall have received from Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP an opinion in written acceptance of the form attached hereto as Exhibit E, addressed to Offer Letters by each of the Buyer and the Transitory Subsidiary and dated as of --------- the Closing DateKey Employees; (h) the Buyer shall have received a letter from Deloitte & Touche LLP and Price Waterhouse LLP, auditors for the Company, in a form reasonably satisfactory to the Buyer, to the effect that the Company andcertificate, in the case form attached hereto as Exhibit A, dated as of the letter from Deloitte & Touche LLP, date of this Agreement and signed by an authorized officer of the Buyer may treat Company (the transactions contemplated hereby as a "pooling of interests" for accounting purposesFinancial Certificate"); (i) on the Closing DateBuyer shall have received such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, certified organizational documents, certificates as to the Affiliate Agreement delivered incumbency of managers and the adoption of authorizing resolutions) as it shall reasonably request in accordance connection with Section 5.14 shall be in full force and effect in accordance with its terms;the Closing; and (j) on the Agreement Date, Buyer shall have received a written instrument signed by each of the Company Stockholder Members evidencing assent to the noncompetition covenants contained in Section 4.10 hereof; and (k) the Company and the Escrow Agent shall have entered into and executed and delivered to the Buyer a Registration Rights Escrow Agreement in the form attached hereto as Exhibit D and such Agreement shall be in full force and effect on the --------- Closing Date in accordance with its terms; (k) the Buyer shall have received the resignations, effective as of the Closing Date, of each director of the Company and the Subsidiaries; (l) the Buyer, the Company Stockholder and the Escrow Agent shall have executed and delivered the Escrow Agreement; (m) the Company Stockholder shall have delivered to the Buyer a certificate of the Secretary of State of the State of Connecticut as of the Closing Date as to the legal existence and good standing of the Company in Connecticut as of the Closing Date; (n) the Company Stockholder shall have delivered to the Buyer a certificate of the Connecticut Department of Revenue as of a date within five business days of the Closing Date as to the tax good standing of the Company in Connecticut as of a date within five business days of the Closing Date; (o) the Company Stockholder shall have delivered to the Buyer certificates of the Secretary of the Company attesting to the incumbency of the Company's officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, and the authenticity and continuing validity of the charter documents of the Company; (p) the Company Stockholder shall have delivered to the Buyer certificates of appropriate governmental officials in each state or country in which the Company is required to qualify to do business as a foreign corporation as to the qualification and corporate and tax good standing of the Company in each such jurisdiction; (q) the Buyer shall have received an estoppel certificate from the lessors from whom the Company leases real property in Stamford, Connecticut and Cambridge, Massachusetts, in each case consenting to the transactions contemplated under this Agreement and representing that there are no outstanding claims against the Company under such lease; (r) all actions to be taken by the Company and the Company Stockholder in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Buyer; and (s) the Company Stockholder shall have transferred all of his right, title and interest in the ISS (UK) Shares to the Buyer or its nominee.B.

Conditions to Obligations of. Each Party to Effect the Buyer and the Transitory --------------------------------------------------------- SubsidiaryTower ----------------------------------------------------------- Separation. The obligation respective obligations of each of party to effect the Buyer and the Transitory Subsidiary to Tower ---------- consummate the transactions to Separation shall be performed by the Buyer and the Transitory Subsidiary in connection with the Closing and the Merger is subject to the satisfaction, or waiver by satisfaction on the Buyer and the Transitory Subsidiary, Separation Closing Date of the following conditions:, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law; provided, however, that American may not waive any such condition, in whole or in part, without the express written consent of CBS (which consent shall not be unreasonably withheld, delayed or conditioned): (a) the Company parties shall have obtained received written approval of CBS approving the Tower Documentation, including without limitation any and all ancillary documentation and any documentation relating to the mechanics of effecting the Tower Separation (it being understood that this Agreement constitutes only part of the waiversTower Documentation), permitswhich consent shall not be unreasonably withheld, consents, approvals delayed or other authorizations, and effected all of the registrations, filings and notices, necessary for the consummation by the Company and the Company Stockholder of the transactions contemplated herebyconditioned; (b) if the representations and warranties Tower Separation shall occur pursuant to the Tower Merger, each condition to the closing of the Company Stockholder Tower Merger set forth in Articles II and III above Article VI of the Tower Merger Agreement shall have been true and correct in all material respects when made on the Agreement Date and shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date, except for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such datesatisfied or waived; (c) in the Tower Separation shall occur pursuant to the Tower Merger, each condition to the closing of the Company and Merger set forth in Article VII of the Company Stockholder Merger Agreement shall have performed been satisfied or complied with their agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closingwaived; (d) no actioneach of the Merger Registration Statement, suit the Option Registration Statement and the Convertible Registration Statement shall have been declared effective by the Commission under the Securities Act and shall not be the subject of any stop order or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, the Commission seeking a stop order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of the Company to own, operate or control any of its assets or operations, and no such judgment, order, decree, stipulation or injunction shall be in effect;; and (e) the Company Stockholder no Authority of competent jurisdiction shall have delivered to the Buyer a certificate enacted, issued, promulgated, enforced or entered any Law (without qualification as to knowledge whether temporary, preliminary or materiality permanent) that remains in effect and restrains, enjoins or otherwise) to the effect that each of the conditions specified in clauses (a) through (d) of this Section 6.1 is satisfied in all respects; (f) on the Agreement Date, the Company Stockholder shall have executed and delivered to the Buyer an employment agreement in the form attached hereto as Exhibit C and such employment agreement shall be in full force and effect on --------- the Closing Date in accordance with its terms; (g) the Buyer and the Transitory Subsidiary shall have received from Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP an opinion in the form attached hereto as Exhibit E, addressed to the Buyer and the Transitory Subsidiary and dated as of --------- the Closing Date; (h) the Buyer shall have received a letter from Deloitte & Touche LLP and Price Waterhouse LLP, auditors for the Company, in a form reasonably satisfactory to the Buyer, to the effect that the Company and, in the case of the letter from Deloitte & Touche LLP, the Buyer may treat the transactions contemplated hereby as a "pooling of interests" for accounting purposes; (i) on the Closing Date, the Affiliate Agreement delivered in accordance with Section 5.14 shall be in full force and effect in accordance with its terms; (j) on the Agreement Date, the Company Stockholder shall have executed and delivered to the Buyer a Registration Rights Agreement in the form attached hereto as Exhibit D and such Agreement shall be in full force and effect on the --------- Closing Date in accordance with its terms; (k) the Buyer shall have received the resignations, effective as of the Closing Date, of each director of the Company and the Subsidiaries; (l) the Buyer, the Company Stockholder and the Escrow Agent shall have executed and delivered the Escrow Agreement; (m) the Company Stockholder shall have delivered to the Buyer a certificate of the Secretary of State of the State of Connecticut as of the Closing Date as to the legal existence and good standing of the Company in Connecticut as of the Closing Date; (n) the Company Stockholder shall have delivered to the Buyer a certificate of the Connecticut Department of Revenue as of a date within five business days of the Closing Date as to the tax good standing of the Company in Connecticut as of a date within five business days of the Closing Date; (o) the Company Stockholder shall have delivered to the Buyer certificates of the Secretary of the Company attesting to the incumbency of the Company's officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, and the authenticity and continuing validity of the charter documents of the Company; (p) the Company Stockholder shall have delivered to the Buyer certificates of appropriate governmental officials in each state or country in which the Company is required to qualify to do business as a foreign corporation as to the qualification and corporate and tax good standing of the Company in each such jurisdiction; (q) the Buyer shall have received an estoppel certificate from the lessors from whom the Company leases real property in Stamford, Connecticut and Cambridge, Massachusetts, in each case consenting to the transactions contemplated under this Agreement and representing that there are no outstanding claims against the Company under such lease; (r) all actions to be taken by the Company and the Company Stockholder in connection with the otherwise prohibits consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Buyer; and (s) the Company Stockholder shall have transferred all of his right, title and interest in the ISS (UK) Shares to the Buyer or its nomineeTower Separation.

Conditions to Obligations of. the Buyer and the Transitory --------------------------------------------------------- Subsidiary. The obligation of each of the Buyer and the Transitory Subsidiary to ---------- consummate the transactions to be performed by the Buyer and the Transitory Subsidiary in connection with the Closing and the Merger is subject to the satisfaction, or waiver by the Buyer and the Transitory Subsidiary, satisfaction of the following conditionsconditions precedent, each of which may be waived in writing in the sole discretion of the Buyer: (a) either (i) the holders of at least 93% of the outstanding Company Shares as of the Effective Time shall have voted in favor of (or executed a written consent in favor of) the adoption of this Agreement and the approval of the Merger or (ii) (A) the number of Dissenting Shares shall not exceed 5% of the number of outstanding Company Shares as of the Effective Time and (B) twenty-one (21) days shall have passed after the date of the mailing of the Disclosure Statement; provided that the condition set forth in this Section 5.1(a) shall be deemed satisfied on the earlier to occur of the satisfaction of the condition set forth in Section 5.1(a)(i) or Section 5.1(a)(ii); (b) the Company shall have obtained at its own expense (and shall have provided copies thereof to the Buyer) (i) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Schedule 5.1(b)(i) and (ii) all other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices which are necessary for the consummation by the Company and the Company Stockholder of the transactions contemplated herebyby the Agreement or are material to the conduct of the Company's business (it being agreed that none of the waivers, permits, consents, approvals, authorizations, registrations, filings and notices listed on Schedule 5.1(b)(ii) shall be a condition to Closing); (bc) the representations and warranties of the Company Stockholder set forth in Articles II and III above this Agreement shall have been be true and correct in all material respects when made on as of the date of this Agreement Date and shall be true and correct in all material respects as of the Closing Date as if though made as of the Closing DateClosing, except for representations to the extent that any such inaccuracies, individually or in the aggregate, have not had and warranties made as of would not reasonably be expected to have a specific date, which shall be true and correct in all material respects as of such dateCompany Material Adverse Effect; (cd) each of the Company and the Company Stockholder shall have performed or complied with their its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (de) there shall have been no Company Material Adverse Effect as of or prior to the Closing; (f) no action, suit or proceeding Legal Proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, consummation or (iii) affect adversely have, individually or in the right of the aggregate, a Company to own, operate or control any of its assets or operationsMaterial Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (eg) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and under any other applicable U.S. or foreign antitrust laws shall have expired or otherwise been terminated; (h) the Company Stockholder shall have delivered to the Buyer a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified in clauses (a) through (d) of this Section 6.1 is satisfied in all respects; (f) on the Agreement Date, the Company Stockholder shall have executed and delivered to the Buyer an employment agreement in the form attached hereto as Exhibit C and such employment agreement shall be in full force and effect on --------- the Closing Date in accordance with its terms; (g) the Buyer and the Transitory Subsidiary shall have received from Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP an opinion in the form attached hereto as Exhibit E, addressed to the Buyer and the Transitory Subsidiary and dated as of --------- the Closing DateCompany Certificate; (hi) the Buyer shall have received copies of the resignations, effective as of the Closing, of each director and officer of the Company (other than any such resignations which the Buyer designates, by written notice to the Company, as unnecessary); (j) the Buyer shall have received a letter from Deloitte & Touche LLP and Price Waterhouse LLP, auditors for the Company, in a form reasonably satisfactory to the Buyer, to the effect that the Company and, in the case counterpart of the letter from Deloitte & Touche LLP, Escrow Agreement executed by the Buyer may treat Escrow Agent and the transactions contemplated hereby as a "pooling of interests" for accounting purposes; (i) on the Closing Date, the Affiliate Agreement delivered in accordance with Section 5.14 shall be in full force and effect in accordance with its terms; (j) on the Agreement Date, the Company Stockholder shall have executed and delivered to the Buyer a Registration Rights Agreement in the form attached hereto as Exhibit D and such Agreement shall be in full force and effect on the --------- Closing Date in accordance with its termsRepresentative; (k) the Buyer shall have received the resignationsfrom Xxxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP, effective as of the Closing Date, of each director of counsel to the Company and the Subsidiaries; (l) Company Stockholders, an opinion in the Buyer, the Company Stockholder and the Escrow Agent shall have executed and delivered the Escrow Agreement; (m) the Company Stockholder shall have delivered form attached hereto as Exhibit D addressed to the Buyer a certificate of the Secretary of State of the State of Connecticut as of the Closing Date as to the legal existence and good standing of the Company in Connecticut dated as of the Closing Date; (n) the Company Stockholder shall have delivered to the Buyer a certificate of the Connecticut Department of Revenue as of a date within five business days of the Closing Date as to the tax good standing of the Company in Connecticut as of a date within five business days of the Closing Date; (o) the Company Stockholder shall have delivered to the Buyer certificates of the Secretary of the Company attesting to the incumbency of the Company's officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, and the authenticity and continuing validity of the charter documents of the Company; (p) the Company Stockholder shall have delivered to the Buyer certificates of appropriate governmental officials in each state or country in which the Company is required to qualify to do business as a foreign corporation as to the qualification and corporate and tax good standing of the Company in each such jurisdiction; (ql) the Buyer shall have received an estoppel certificate from the lessors each lessor from whom the Company leases real property located in StamfordDenver, Connecticut and Cambridge, Massachusetts, in each case Colorado consenting to the acquisition of the Company Shares by the Buyer and the other transactions contemplated under this Agreement hereby, and representing that there are no outstanding claims against the Company under such leaseLease; (rm) all actions to there shall be taken by no more than 35 holders of Preferred Shares as of the Effective Time; (n) the Buyer shall have received evidence that this Agreement and the Merger have received the Requisite Stockholder Approval; and (o) the Buyer shall have received such other certificates and instruments (including a certificate of good standing of the Company in its jurisdiction of organization and the Company Stockholder various foreign jurisdictions in which it is qualified, a certified charter, a certificate as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Buyer; and (s) the Company Stockholder shall have transferred all of his right, title and interest in the ISS (UK) Shares to the Buyer or its nomineeClosing.