Common use of Conditions to Shareholders’ Obligations Clause in Contracts

Conditions to Shareholders’ Obligations. The obligations of Shareholders under this Agreement, (including, without limitation, the obligation to transfer the AUFP Equity in exchange for the ESG Shares) shall be subject to satisfaction of the following conditions, unless waived by Shareholders: (i) AUFP and ESG shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of AUFP and ESG herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) AUFP and ESG shall have executed and delivered to Shareholders all documents necessary to issue the ESG Shares to Shareholders, as contemplated by this Agreement (including those documents described in Section 3(d)); and (iv) AUFP and ESG shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of AUFP and ESG, respectively.

Conditions to Shareholders’ Obligations. The obligations of Shareholders under this Agreement, (including, without limitation, the obligation to transfer the AUFP Equity in exchange for the ESG Shares) Agreement shall be subject to satisfaction of the following conditions, unless waived by Shareholders: (i) AUFP and ESG the Company shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, hereunder at or prior to the Closing; (ii) all of the representations and warranties of AUFP and ESG the Company herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) AUFP and ESG the Company shall have executed and delivered to Shareholders all documents necessary to issue the ESG Series C2 Shares to Shareholders, as contemplated by this Agreement (including those documents described in Section 3(d))Agreement; and (iv) AUFP and ESG the Company shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions Exchange contemplated by this Agreement, including all items required under the incorporation document and bylaws of AUFP and ESG, respectively.

Conditions to Shareholders’ Obligations. The obligations of Shareholders under this Agreement, (including, without limitation, the obligation to transfer the AUFP Equity Company Shares in exchange for the ESG TransparentBusiness Shares) shall be subject to satisfaction of the following conditions, unless waived by Shareholders: (i) AUFP Company and ESG TransparentBusiness shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of AUFP Company and ESG TransparentBusiness herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) AUFP Company and ESG TransparentBusiness shall have executed and delivered to Shareholders all documents necessary to issue the ESG TransparentBusiness Shares to Shareholders, as contemplated by this Agreement (including those documents described in Section 3(d3(c)); and (iv) AUFP Company and ESG TransparentBusiness shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of AUFP Company and ESGTransparentBusiness, respectively.

Conditions to Shareholders’ Obligations. The obligations of Shareholders under this Agreement, (including, without limitation, the obligation to transfer the AUFP Equity XXXX Shares in exchange for the ESG Tilly’s Shares) shall be subject to satisfaction of the following conditions, unless waived by Shareholders: : (i) AUFP XXXX and ESG Tilly’s shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of AUFP XXXX and ESG Tilly’s herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) AUFP XXXX and ESG Tilly’s shall have executed and delivered to Shareholders all documents necessary to issue the ESG Tilly’s Shares to Shareholders, as contemplated by this Agreement (including those documents described in Section 3(d)); and and (iv) AUFP XXXX and ESG Tilly’s shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of AUFP XXXX and ESGTilly’s, respectively.