Common use of Conditions to the Obligation of Sellers Clause in Contracts

Conditions to the Obligation of Sellers. The obligation of each Seller to sell the Shares that it has agreed to sell to Purchaser at the Initial Closing is subject to the satisfaction, at or before the Initial Closing, of each of the following conditions; provided, that each such condition is for the sole benefit of each Seller, individually, and may be waived by such Seller solely as to such Seller’s proposed sale of Shares hereunder, at any time in its sole discretion by causing the Seller Representative to provide Purchaser with written notice thereof; provided further, however, that Purchaser shall not be required to close the Initial Purchase unless all such conditions have either been satisfied in full, or waived by all Sellers: (a) Purchaser shall have delivered to each Seller the amount set forth opposite such Seller’s name on the Initial Purchase Schedule, in accordance with Section 1.3; (b) The representations and warranties of Purchaser set forth in Section 6 shall be true and correct in all material respects as of the date made and as of the Initial Closing Date as though made at that time, and Purchaser shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or before the Initial Closing; (c) The Purchaser shall have delivered to the Seller Representative a certificate, dated the Closing Date and signed by an authorized officer of the Purchaser, as to the matters set forth in Section 1.4(b); and (d) The disinterested directors of the Company shall have approved a definitive agreement with respect to a business alliance between Purchaser and the Company, substantially in the form of attached Exhibit A (the “Business Alliance Agreement”) by resolution at a duly held board meeting.

Conditions to the Obligation of Sellers. The obligation of each Seller to sell the Shares that it has agreed to sell to Purchaser at the Initial Closing is subject to the satisfaction, at or before the Initial Closing, of each of the following conditions; provided, that each such condition is for the sole benefit of each Seller, individually, and may be waived by such Seller solely as to such Seller’s 's proposed sale of Shares hereunder, at any time in its sole discretion by causing the Seller Representative to provide Purchaser with written notice thereof; provided further, however, that Purchaser shall not be required to close the Initial Purchase unless all such conditions have either been satisfied in full, or waived by all Sellers: (a) Purchaser shall have delivered to each Seller the amount set forth opposite such Seller’s 's name on the Initial Purchase Schedule, in accordance with Section 1.3; (b) The representations and warranties of Purchaser set forth in Section 6 shall be true and correct in all material respects as of the date made and as of the Initial Closing Date as though made at that time, and Purchaser shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or before the Initial Closing; (c) The Purchaser shall have delivered to the Seller Representative a certificate, dated the Closing Date and signed by an authorized officer of the Purchaser, as to the matters set forth in Section 1.4(b); and (d) The disinterested directors of the Company shall have approved a definitive agreement with respect to a business alliance between Purchaser and the Company, substantially in the form of attached Exhibit A (the “Business Alliance Agreement”"BUSINESS ALLIANCE AGREEMENT") by resolution at a duly held board meeting.

Conditions to the Obligation of Sellers. The obligation of each Seller Sellers to sell effect the Shares that it has agreed to sell to Purchaser at the Initial Closing transactions contemplated by this Agreement is subject to the satisfaction, fulfillment at or before prior to the Initial Closing, of each Closing Date of the following conditions; provided, that each such condition is for the sole benefit of each Seller, individually, and may be waived by such Seller solely as to such Seller’s proposed sale of Shares hereunder, at any time in its sole discretion by causing the Seller Representative to provide Purchaser with written notice thereof; provided further, however, that Purchaser shall not be required to close the Initial Purchase unless all such conditions have either been satisfied in full, or waived by all Sellers: (a) Purchaser Buyer shall have delivered performed in all material respects each obligation and agreement and complied in all material respects with each covenant to each Seller be performed and complied with by it hereunder at or prior to the amount set forth opposite such Seller’s name on the Initial Purchase Schedule, in accordance with Section 1.3Closing; (b) The the representations and warranties of Purchaser set forth Buyer in Section 6 this Agreement to the extent qualified as to materiality shall be accurate in all respects, and, to the extent not so qualified, shall be true and correct in all material respects respects, as of the date made and as of the Initial Closing Date with the same force and effect as though made at that such time, and Purchaser shall have performed, satisfied and complied with the covenants, agreements and conditions required except for changes contemplated by this Agreement to be performed, satisfied or complied with by Purchaser at or before the Initial ClosingAgreement; (c) The Purchaser Buyer shall have delivered furnished to the Seller Representative Sellers a certificate, dated as of the Closing Date and Date, signed by an a duly authorized officer of the Purchaser, as Buyer to the matters effect that all conditions set forth in Section 1.4(b)Sections 8.2(a) and (b) have been satisfied; (d) All legal or financial opinions and/or letters regarding the recapitalization, solvency of legal entities holding the assets of the Business subsequent to the Closing, and any redemptions, dividends and incurrence of debt incurred pursuant to the transactions contemplated hereby, addressed to Buyer or its Affiliates in connection therewith shall also be addressed and delivered to Sellers; provided in any event (i) any copies of the above obtained by Buyer or its Affiliates addressed to a third party shall also be delivered to Sellers, and (ii) Buyer shall cause to be addressed to and delivered to Sellers an opinion regarding the solvency of the legal entities holding the assets of the Business subsequent to the Closing; (e) The Buyer shall have entered into the Registration Rights Agreement; and (df) The disinterested directors of At the Company Closing the Sellers shall have approved a definitive agreement with respect to a business alliance between Purchaser received no less than $1,202,000,000 in immediately available funds, and the Company, substantially in the form of attached Exhibit A (the “Business Alliance Agreement”) by resolution at a duly held board meetingmanner described in Articles 2 and 3.