Common use of Conditions to the Closing Clause in Contracts

Conditions to the Closing. The Closing shall be subject to the following conditions and deliveries: (a) At the Closing, the Company shall deliver or cause to be delivered to the Investor: (i) this Agreement, duly executed by the Company; and (ii) a certificate evidencing the Shares issued in the name of the Investor. (b) At the Closing, the Investor shall deliver or cause to be delivered to the Company: (i) the Subscription Amount; and (ii) this Agreement, duly executed by the Investor. (c) The obligations of the Investor to consummate the transactions to be effected at the Closing and to pay the Subscription Amount are subject to the fulfillment or waiver, at or before the Closing, of each of the conditions set forth below: (i) the Company shall have authorized the issuance of the Shares; (ii) all of the representations and warranties made by the Company in this Agreement shall be accurate in all material respects as of the Closing Date, and all covenants made by the Company and obligations of the Company shall have been performed and complied with in all material respects as of the Closing Date; and (iii) there shall not be any existing or, to the Company’s knowledge, threatened action, proceeding or order, nor any other material adverse change or event, involving the Company or the Investor and which, in the reasonable opinion of the Investor, may have the effect of preventing, limiting or delaying the transactions contemplated under this Agreement. (d) The obligations of the Company to consummate the transactions to be effected at the Closing and to issue the Shares are subject to the fulfillment or waiver, at or before the Closing, of each of the conditions set forth below: (i) all of the representations and warranties made by the Investor in this Agreement, shall be accurate in all material respects as of the Closing Date, and all covenants made by the Investor and obligations of the Investor shall have been performed and complied with in all material respects as of the Closing Date; and (ii) there shall not be any existing or threatened action, proceeding or order, nor any other material adverse change or event, involving the Company or the Investor and which, in the reasonable opinion of the Company, may have the effect of preventing, limiting or delaying the transactions contemplated under this Agreement.

Conditions to the Closing. The Closing shall be subject to the following conditions and deliveries: (a) At the Closing, the Company It shall deliver or cause to be delivered to the Investor: (i) this Agreement, duly executed by the Company; and (ii) a certificate evidencing the Shares issued in the name of the Investor. (b) At the Closing, the Investor shall deliver or cause to be delivered condition to the Company's obligation to purchase the Repurchased Stock and Warrants at the Closing that: (i) the Subscription Amountrepresentations and warranties of Masco shall be true and correct in all material respects (and by the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from Xx. Xxxxxxxxx; and (iivii) this Agreement, duly executed by the Investorpurchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (cb) The It shall be a condition to the obligations of Masco to sell the Investor to consummate the transactions to be effected Repurchased Stock and Warrants at the Closing and to pay the Subscription Amount are subject to the fulfillment or waiver, at or before the Closing, of each of the conditions set forth belowthat: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have authorized complied in all material respects with all covenants required to be performed prior to the issuance of the SharesClosing Date; (ii) all there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the representations Repurchased Stock and warranties made by the Company in this Agreement shall be accurate in all material respects as of the Closing Date, and all covenants made by the Company and obligations of Warrants; (iii) the Company shall have been performed delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and complied with the Amended and Restated Securities Purchase Agreement, substantially in all material respects the forms attached hereto as of the Closing DateExhibits B, C, and D, respectively; and (iiiiv) there shall not be any existing or, to the Company’s knowledge, threatened action, proceeding or order, nor any other material adverse change or event, involving the Company or the Investor and which, in the reasonable opinion of the Investor, may have the effect of preventing, limiting or delaying the transactions contemplated under this Agreement. (d) The obligations of the Company to consummate the transactions to be effected at the Closing and to issue the Shares are subject to the fulfillment or waiver, at or before the Closing, of each of the conditions set forth below: (i) all of the representations and warranties made by the Investor in this Agreement, shall be accurate in all material respects as of the Closing Date, and all covenants made by the Investor and obligations of the Investor shall have been performed and complied with in all material respects as of the Closing Date; and (ii) there shall not be any existing or threatened action, proceeding or order, nor any other material adverse change or event, involving the Company or the Investor and which, in the reasonable opinion a simultaneous closing of the Company, may have the effect 's repurchase of preventing, limiting or delaying the transactions contemplated under this Agreement1,000,000 shares of Common Stock from Xx. Xxxxxxxxx.

Conditions to the Closing. The Closing shall be subject to the following conditions and deliveries: (a) At the Closing, the Company shall deliver or cause to be delivered to the Investor: (i) this Agreement, duly executed by the Company; and (ii) a certificate evidencing the Shares issued in the name of the Investor.the (b) At the Closing, the Investor shall deliver or cause to be delivered to the Company:the (i) the Subscription Amount; and (ii) this Agreement, duly executed by the Investor. (c) The obligations of the Investor to consummate the transactions to be effected at the Closing and to pay the Subscription Amount are subject to the fulfillment or waiver, at or before the Closing, of each of the conditions set forth below: (i) the Company shall have authorized the issuance of the Shares; (ii) all of the representations and warranties made by the Company in this Agreement shall be accurate in all material respects as of the Closing Date, and all covenants made by the Company and obligations of the Company shall have been performed and complied with in all material respects as of the Closing Date; and (iii) there shall not be any existing or, to the Company’s knowledge, threatened action, proceeding or order, nor any other material adverse change or event, involving the Company or the Investor and which, in the reasonable opinion of the Investor, may have the effect of preventing, limiting or delaying the transactions contemplated under this Agreement. (d) The obligations of the Company to consummate the transactions to be effected at the Closing and to issue the Shares are subject to the fulfillment or waiver, at or before the Closing, of each of the conditions set forth below: (i) all of the representations and warranties made by the Investor in this Agreement, shall be accurate in all material respects as of the Closing Date, and all covenants made by the Investor and obligations of the Investor shall have been performed and complied with in all material respects as of the Closing Date; and (ii) there shall not be any existing or threatened action, proceeding or order, nor any other material adverse change or event, involving the Company or the Investor and which, in the reasonable opinion of the Company, may have the effect of preventing, limiting or delaying the transactions contemplated under this Agreement.

Conditions to the Closing. SECTION 6.1 Conditions to the Obligations of the Company, the Parent and ------------------------------------------------------------ the Stockholders. The Closing shall be obligations of the Company, the Parent and the ---------------- Stockholders to effect the Acquisition are subject to the following conditions and deliveries: (a) At the Closingsatisfaction, or waiver by the Company shall deliver or cause to be delivered to and the Investor: (i) this AgreementStockholders, duly executed by the Company; and (ii) a certificate evidencing the Shares issued in the name of the Investor. (b) At the Closing, the Investor shall deliver or cause to be delivered to the Companyfollowing conditions: (i) the Subscription Amount; andBuyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date; (ii) the representations and warranties of the Buyer contained in this Agreement, duly executed Agreement and in any certificate or other writing delivered by the InvestorBuyer pursuant hereto shall be true and correct at and as of the Closing Date as if made at and as of such time, except for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date), and except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on the Company, the Parent or the Stockholders, provided that any determination of such a Material Adverse Effect shall be made without regard to any qualification in any particular representation or warranty as to materiality, amount or Material Adverse Effect; (iii) no action, suit or proceeding shall be pending by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would reasonably be expected to (x) prevent consummation of any of the transactions contemplated by this Agreement or (y) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect. (civ) The obligations the Buyer shall have delivered to the Company a certificate signed by an executive officer of the Investor to consummate the transactions to be effected at the Closing and to pay the Subscription Amount are subject Buyer certifying as to the fulfillment or waiver, at or before the Closing, of each satisfaction of the conditions set forth below: in clauses (i) the Company shall have authorized the issuance through (iii) of the Sharesthis Section; (iiv) the Buyer shall have delivered to the Company the Closing Amount; (vi) the Buyer shall have delivered to the Company a copy of the registration rights agreement between the Buyer and the Company, substantially in the form of Exhibit C hereto, signed by the Buyer; --------- (vii) the Buyer shall have delivered to the Company a signed copy of the Escrow Agreement and delivered to the Escrow Agent the shares of Buyer Common Stock required pursuant thereto to be deposited with the Escrow Agreement at the Closing; (viii) the Buyer shall have delivered to the Company a copy of the transitional services agreement between the Buyer and the Company, substantially in the form of Exhibit C hereto, signed by the Buyer; --------- (ix) all of filings required to be made under the representations and warranties made by HSR Act in connection with the Company in this Agreement transactions provided for herein shall be accurate in all material respects as of the Closing Datehave been made, and all covenants made by the Company and obligations of the Company applicable waiting periods with respect thereto shall have been performed and complied with in all material respects as of the Closing Date; andterminated or expired; (iiix) there all certificates, instruments and other documents required to effect the transactions contemplates hereby shall not be any existing or, reasonably satisfactory in form and substance to the Company’s knowledge; (xi) no provision of any applicable law or regulation, threatened actionand no judgment, proceeding injunction, order or orderdecree, nor any other material adverse change or event, involving shall prohibit the consummation of the Acquisition; (xii) the Buyer shall have delivered to the Company or the Investor and which, in the reasonable opinion a certificate of the Investor, may have Secretary of State of the effect State of preventing, limiting or delaying Delaware as to the transactions contemplated under this Agreement.legal existence and good standing (including tax) of the Buyer in Delaware; (dxiii) The obligations the Buyer shall have delivered to the Company a certificate of the Company to consummate Secretary of the transactions to be effected at the Closing and to issue the Shares are subject Buyer attesting to the fulfillment or waiver, at or before the Closing, of each incumbency of the conditions set forth below: (i) all officers of the representations Buyer and warranties made by the Investor in this Agreement, shall be accurate in all material respects as authenticity and continuing validity of the Closing Date, and all covenants made by the Investor and obligations of the Investor shall have been performed and complied with in all material respects as of the Closing Datecharter documents; and (ii) there shall not be any existing or threatened action, proceeding or order, nor any other material adverse change or event, involving the Company or the Investor and which, in the reasonable opinion of the Company, may have the effect of preventing, limiting or delaying the transactions contemplated under this Agreement.