Common use of Conditions to the Effective Time Clause in Contracts

Conditions to the Effective Time. The Waiver, amendments -------------------------------- and agreements set forth herein shall become effective (the time of such effectiveness, the "Effective Time") upon the satisfaction of all the following conditions: (i) this Amendment shall have been executed and delivered by the Required Noteholders, the Company and Merisel, Inc.; (ii) the Company, Merisel Europe, Merisel, Inc. and the Majority Lenders (as defined in the Revolving Credit Agreement) shall have executed and delivered the Third Amendment and Waiver to the Revolving Credit Agreement, which shall be in form and substance acceptable to the Required Noteholders; (iii) the Company, Merisel Europe, Merisel, Inc. and certain holders of the Subordinated Notes shall have executed and delivered the Fifth Waiver to the Subordinated Note Purchase Agreement, which shall be in form and substance acceptable to the Required Noteholders; (iv) The FAB Sale contemplated by the FAB Asset Purchase Agreement shall have been consummated contemporaneously herewith; (v) all the representations and warranties made by the Company and Merisel, Inc. in Section 5 shall be true and correct in all material respects as of the Effective Time; (vi) the delivery by Merisel Canada of a Consent and Acknowledgment in the form of Annex A hereto; (vii) the delivery by Merisel Europe of a Consent and Acknowledgment in the form of Annex D hereto; (viii) the delivery by the Company and Merisel, Inc. to the Noteholders of (x) certified resolutions of their respective Boards of Directors approving and authorizing the execution, delivery and performance of this Amendment, (y) signature and incumbency certificates of the officers executing this Amendment and (z) executed copies of this Amendment; and (ix) all corporate and other proceedings required to be taken in connection with the transactions contemplated hereby shall have been taken.

Conditions to the Effective Time. The Waiver, amendments -------------------------------- and agreements set forth herein shall become effective (the time of such effectiveness, the "Effective Time") upon the satisfaction of all the following conditions: (i) this Amendment shall have been executed and delivered by the Required Noteholders, holders of at least 66-2/3% in aggregate unpaid principal amount of the Company Notes (the "Requisite Holders" and Merisel, Inc.Merisel Americas; (ii) the Company, Merisel Europe, Merisel, Inc. and the Majority Lenders (as defined in the Revolving Credit Agreement) shall have executed and delivered the Third Second Amendment and Waiver to the Revolving Credit Agreement, which shall be in form and substance acceptable to the Required Requisite Noteholders; (iii) the CompanyMerisel Americas, Merisel Europe, Merisel, Merisel Inc. and certain all the holders of the Subordinated Senior Notes shall have executed and delivered the Fifth Waiver Amendment to the Subordinated Senior Note Purchase Agreement, which shall be in form and substance acceptable to the Required NoteholdersRequisite Holders; (iv) The FAB the Sale contemplated by the FAB Asset Purchase Agreement shall have been consummated contemporaneously herewithconsummated; (v) all the representations and warranties made by the Company and Merisel, Inc. Merisel Americas in Section 5 4 shall be true and correct in all material respects as of the Effective Time; (vi) the delivery by Merisel Canada of a Consent and Acknowledgment in the form of Annex A hereto; (vii) the delivery by Merisel Europe of a Consent and Acknowledgment in the form of Annex D hereto; (viii) the delivery by the Company and Merisel, Inc. Americas to the Noteholders of (x) certified resolutions of their respective Boards its Board of Directors approving and authorizing the execution, delivery and performance of this Amendment, (y) signature and incumbency certificates of the officers executing this Amendment and (z) executed copies of this Amendment; and (ixvii) all corporate and other proceedings required to be taken in connection with the transactions contemplated hereby shall have been taken.

Conditions to the Effective Time. The Waiver, amendments -------------------------------- and agreements set forth herein shall become effective (the time of such effectiveness, the "Effective Time") upon the satisfaction of all the following conditions: (i) this Amendment shall have been executed and delivered by all the Required NoteholdersLenders, the Company Borrowers and Merisel, Inc.Merisel Parent; (ii) the CompanyBorrowers, Merisel Europe, Merisel, Inc. Parent and all the Majority Lenders Noteholders (as defined in the Revolving Credit Senior Note Purchase Agreement) shall have executed and delivered the Third Fifth Amendment and Waiver to the Revolving Credit Senior Note Purchase Agreement, which shall be in form and substance acceptable to the Required NoteholdersLenders; (iii) the CompanyBorrowers, Merisel Europe, Merisel, Inc. Parent and certain holders of the Subordinated Notes shall have executed and delivered de livered the Fifth Waiver Fourth Amendment to the Subordinated Note Purchase Agreement, which shall be in form and substance acceptable to the Required NoteholdersLenders; (iv) The FAB the Sale contemplated by the FAB Asset Purchase Agreement shall have been consummated consummated, and the portion of the Net Asset Sale Proceeds required to be paid pursuant to Section 1, shall have been so paid substantially contemporaneously herewithwith such consummation; (v) all the representations and warranties made by the Company Borrowers and Merisel, Inc. Merisel Parent in Section 5 4 shall be true and correct in all material respects as of the Effective Time; (vi) the delivery by Merisel Canada of a Consent and Acknowledgment Acknowledgement in the form of Annex A hereto; (vii) the delivery by the Borrowers and Merisel Europe of a Consent and Acknowledgment in the form of Annex D hereto; (viii) the delivery by the Company and Merisel, Inc. Parent to the Noteholders Lenders (or to the Agent with sufficient originally executed copies, where appropriate, for the each Lender) of (x) certified resolutions of their respective Boards of Directors approving and authorizing the execution, delivery and -10- performance of this Amendment, (y) signature and incumbency certificates of the officers executing this Amendment and (z) executed copies of this Amendment; and (ixviii) all corporate and other proceedings required to be taken in connection with the transactions contemplated hereby shall have been taken.

Conditions to the Effective Time. The Waiver, amendments -------------------------------- Waiver and agreements set -------------------------------- forth herein shall become effective (the time of such effectiveness, the "Effective Time") upon the satisfaction of all the following conditions: (i) this Amendment Waiver shall have been executed and delivered by the Required Noteholders, holders of at least 66-2/3% in aggregate unpaid principal amount of the Company Notes (the "Requisite Holders") and Merisel, Inc.Merisel Americas; (ii) the CompanyMerisel Americas, Merisel Europe, Merisel, Merisel Inc. and the Majority Lenders (as defined in the Revolving Credit Agreement) shall have executed and delivered the Third Amendment and Waiver to the Revolving Credit Agreement, which shall be in form and substance acceptable to the Required Requisite Noteholders; (iii) the CompanyMerisel Americas, Merisel Europe, Merisel, Merisel Inc. and certain holders of the Subordinated Notes Required Noteholders (as defined in the Senior Note Purchase Agreement) shall have executed and delivered the Fifth Sixth Amendment and Waiver to the Subordinated Senior Note Purchase Agreement, which shall be in form and substance acceptable to the Required NoteholdersRequisite Holders; (iv) The the FAB Sale contemplated by the FAB Asset Purchase Agreement shall have been consummated contemporaneously herewith; (v) all the representations and warranties made by the Company and Merisel, Inc. Merisel Americas in Section 5 3 shall be true and correct in all material respects as of the Effective Time; (vi) the delivery by Merisel Canada of a Consent and Acknowledgment in the form of Annex A hereto; (vii) the delivery by Merisel Europe of a Consent and Acknowledgment in the form of Annex D hereto; (viii) the delivery by the Company and Merisel, Inc. Americas to the Noteholders of (x) certified resolutions of their respective Boards its Board of Directors approving and authorizing the execution, delivery and performance of this AmendmentWaiver, (y) signature and incumbency certificates of the officers executing this Amendment Waiver and (z) executed copies of this AmendmentWaiver; and (ixvii) all corporate and other proceedings required to be taken in connection with the transactions contemplated hereby shall have been taken.

Conditions to the Effective Time. The Waiver, amendments -------------------------------- and agreements set forth herein shall become effective (the time of such effectiveness, the "Effective Time") upon the satisfaction of all the following conditions: (i) this Amendment shall have been executed and delivered by the Required NoteholdersMajority Lenders, the Company Borrowers and Merisel, Inc.Merisel Parent; (ii) the CompanyBorrowers, Merisel Europe, Merisel, Inc. Parent and the Majority Lenders Required Noteholders (as defined in the Revolving Credit Senior Note Purchase Agreement) shall have executed and delivered the Third Sixth Amendment and Waiver to the Revolving Credit Senior Note Purchase Agreement, which shall be in form and substance acceptable to the Required NoteholdersMajority Lenders; (iii) the CompanyBorrowers, Merisel Europe, Merisel, Inc. Parent and certain holders of the Subordinated Notes shall have executed and delivered the Fifth Waiver to the Subordinated Note Purchase Agreement, which shall be in form and substance acceptable to the Required NoteholdersMajority Lenders; (iv) The FAB Sale contemplated by the FAB Asset Purchase Agreement shall have been consummated contemporaneously herewith; (v) all the representations and warranties made by the Company Borrowers and Merisel, Inc. Merisel Parent in Section 5 4 shall be true and correct in all material respects as of the Effective Time; (vi) the delivery by Merisel Canada of a Consent and Acknowledgment in the form of Annex A hereto; (vii) the delivery by the Borrowers and Merisel Europe of a Consent and Acknowledgment in the form of Annex D hereto; (viii) the delivery by the Company and Merisel, Inc. Parent to the Noteholders Lenders (or to the Agent with sufficient originally executed copies, where appropriate, for the each Lender) of (x) certified resolutions of their respective Boards of Directors approving and authorizing the execution, delivery and performance of this Amendment, (y) signature and incumbency certificates of the officers executing this Amendment and (z) executed copies of this Amendment; , and (ixviii) all corporate and other proceedings required to be taken in connection with the transactions contemplated hereby shall have been taken.

Conditions to the Effective Time. The Waiver, amendments -------------------------------- and agreements set forth herein shall become effective (the time of such effectiveness, the "Effective Time") upon the satisfaction of all the following conditions: (i) this Amendment shall have been executed and delivered by all the Required Noteholders, the Company and Merisel, Merisel Inc.; (ii) the Company, Merisel Europe, Merisel, Inc. and all the Majority Lenders (as defined in the Revolving Credit AgreementAgree ment) shall have executed and delivered the Third Second Amendment and Waiver to the Revolving Credit Agreement, which shall be in form and substance acceptable to the Required Noteholders; (iii) the Company, Merisel Europe, Merisel, Inc. and certain holders of the Subordinated Notes shall have executed and delivered the Fifth Waiver Fourth Amendment to the Subordinated Note Purchase Agreement, which shall be in form and substance acceptable to the Required Noteholders; (iv) The FAB the Sale contemplated by the FAB Asset Purchase Agreement shall have been consummated consummated, and the portion of the Net Asset Sale Proceeds required to be paid pursuant to Section 1, shall have been so paid substantially contemporaneously herewithwith such consummation; (v) all the representations and warranties made by the Company and Merisel, Inc. in Section 5 shall be true and correct in all material respects as of the Effective Time; (vi) the delivery by Merisel Canada of a Consent and Acknowledgment in the form of Annex A hereto; (vii) the delivery by Merisel Europe of a Consent and Acknowledgment Acknowledgement in the form of Annex D B hereto; (viii) the delivery by the Company and Merisel, Inc. to the Noteholders executed copies of (x) certified resolutions of their respective Boards of Directors approving and authorizing the execution, delivery and performance of this Amendment, (y) signature and incumbency certificates of the officers executing this Amendment and (z) executed copies of this Amendment; and (ix) all corporate and other proceedings required to be taken in connection with the transactions contemplated hereby shall have been taken.