Common use of Conditions to the Obligation of the Company to Consummate the Closing Clause in Contracts

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to each Purchaser the Notes to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the conditions precedent set forth in this Section 6.2. (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date, with the same force and effect as though made on and as of Closing Date (it being understood and agreed by the Company that, in the case of any representation and warranty of such Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects). (b) Such Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by such Purchaser on or prior to the Closing Date. (c) To the extent the Company and the Purchasers agree is reasonably required, the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period shall have been received by the Company and the Purchasers. Each Purchaser's obligations under this Section 6.2 shall be several and independent from the obligations of each other Purchaser; and the failure by any Purchaser to fulfill or comply with any of the conditions set forth in this Section 6.2 shall not affect the obligations of the Company to any other Purchaser to consummate the transactions contemplated by this Agreement.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to each Purchaser the Notes to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent set forth in this Section 6.2.precedent: (a) The representations and warranties contained herein of such each Purchaser shall be true and correct on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Company that, in the case of any representation and warranty of such a Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects). (b) Such Each Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by such Purchaser on or prior to the Closing Date. (c) To the extent the The Company and the Purchasers agree is reasonably required, the waiting period under the HSR Act shall have expired received a certificate, dated the Closing Date, on behalf of each Purchaser, signed by an officer thereof, certifying on behalf of each Purchaser that the conditions specified in the foregoing Sections 6.2(a) and (b) have been fulfilled. (d) The purchase of and payment for the Notes by each Purchaser shall not be prohibited or notice of early termination of the waiting period enjoined by any law or governmental or court order or regulation. (e) The Trustee shall have been received by executed and delivered the Company Indentures. (f) Each Purchaser shall have executed and delivered the Purchasers. Each Purchaser's obligations under this Section 6.2 shall be several and independent from the obligations of each other Purchaser; and the failure by any Purchaser to fulfill or comply with any of the conditions set forth in this Section 6.2 shall not affect the obligations of the Company to any other Purchaser to consummate the transactions contemplated by this Agreement.Rights

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to each Purchaser the Notes to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent set forth in this Section 6.2.precedent: (a) The representations and warranties contained herein of such each Purchaser shall be true and correct on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Company that, in the case of any representation and warranty of such a Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects). (b) Such Each Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by such Purchaser on or prior to the Closing Date. (c) To the extent the The Company and the Purchasers agree is reasonably required, the waiting period under the HSR Act shall have expired received a certificate, dated the Closing Date, on behalf of each Purchaser, signed by an officer thereof, certifying on behalf of each Purchaser that the conditions specified in the foregoing Sections 6.2(a) and (b) have been fulfilled. (d) The purchase of and payment for the Notes by each Purchaser shall not be prohibited or notice of early termination of the waiting period enjoined by any law or governmental or court order or regulation. (e) The Trustee shall have been received by executed and delivered the Company Indenture. (f) Each Purchaser shall have executed and delivered the Purchasers. Each Purchaser's obligations under this Section 6.2 Registration Rights Agreement. (g) The Termination and Settlement Agreement shall be several in full force and independent from the obligations of each other Purchaser; and the failure by any Purchaser to fulfill or comply with any of the conditions set forth in this Section 6.2 shall not affect the obligations of the Company to any other Purchaser to consummate the transactions contemplated by this Agreementeffect.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to each Purchaser the Notes to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent set forth in this Section 6.2. (a) precedent: The representations and warranties contained herein of such each Purchaser shall be true and correct on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Company that, in the case of any representation and warranty of such a Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects). (b) Such . Each Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by such Purchaser on or prior to the Closing Date. (c) To the extent the . The Company and the Purchasers agree is reasonably required, the waiting period under the HSR Act shall have expired received a certificate, dated the Closing Date, on behalf of each Purchaser, signed by an officer thereof, certifying on behalf of each Purchaser that the conditions specified in the foregoing Sections 6.2(a) and (b) have been fulfilled. The purchase of and payment for the Notes by each Purchaser shall not be prohibited or notice of early termination of the waiting period enjoined by any law or governmental or court order or regulation. The Trustee shall have been received by executed and delivered the Company and the PurchasersIndentures. Each Purchaser's obligations under this Section 6.2 Purchaser shall be several have executed and independent from delivered the obligations of each other Purchaser; and the failure by any Purchaser to fulfill or comply with any of the conditions set forth in this Section 6.2 shall not affect the obligations of the Company to any other Purchaser to consummate the transactions contemplated by this Rights Agreement. .

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to each Purchaser the Notes to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent set forth in this Section 6.2.precedent: (a) The representations and warranties contained herein of such each Purchaser shall be true and correct on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Company that, in the case of any representation and warranty of such a Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects). (b) Such Each Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by such Purchaser on or prior to the Closing Date. (c) To The purchase of and payment for the extent the Company and the Purchasers agree is reasonably required, the waiting period under the HSR Act Notes by each Purchaser shall not be prohibited or enjoined by any law or governmental or court order or regulation. (d) The Trustee shall have expired or notice of early termination of executed and delivered the waiting period Indenture. (e) Each Purchaser shall have been received by executed and delivered the Company and the Purchasers. Each Purchaser's obligations under this Section 6.2 shall be several and independent from the obligations of each other Purchaser; and the failure by any Purchaser to fulfill or comply with any of the conditions set forth in this Section 6.2 shall not affect the obligations of the Company to any other Purchaser to consummate the transactions contemplated by this Rights Agreement. (f) Each Purchaser shall have executed and delivered the Escrow Agreement.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, Closing and to issue and sell to each Purchaser the Notes to be purchased by it Securities at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent set forth in this Section 6.2.precedent, any of which may be waived by the Company: (a) The representations and warranties contained herein of such Purchaser shall be true and correct on and as of the Closing Date, Date with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Company that, in the case of any representation and warranty of such each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respectsrespects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.2(a)). (b) Such Purchaser The Registration Rights Agreement and respective Warrant shall have performed in all material respects all obligations been executed and conditions herein required to be performed or observed delivered by such Purchaser on or prior to the Closing Dateeach Purchaser. (c) To the extent the Company and the Purchasers agree is reasonably required, the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period The Purchase Price shall have been received paid into the account of an escrow agent designated by the Company and the Purchasers. Each Purchaser's obligations under this Section 6.2 shall be several and independent from the obligations of each other Purchaser; and the failure by any Purchaser to fulfill or comply with any of the conditions Company, as set forth in this Section 6.2 Appendix E. (d) Each such Purchaser shall not affect have executed and delivered to the obligations of Company an Investor Questionnaire, in the form attached hereto as Appendix F, pursuant to which such Purchaser shall provide information necessary to confirm each such Purchaser’s status as an “accredited investor” (as such term is defined in Rule 501 promulgated under the Securities Act) and to enable the Company to any other Purchaser to consummate comply with the transactions contemplated by this Registration Rights Agreement.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to each Purchaser the Notes to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent set forth in this Section 6.2.precedent: (a) The representations and warranties contained herein of such each Purchaser shall be true and correct on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Company that, in the case of any representation and warranty of such a Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects). (b) Such Each Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by such Purchaser on or prior to the Closing Date. (c) To The purchase of and payment for the extent the Company and the Purchasers agree is reasonably required, the waiting period under the HSR Act Notes by each Purchaser shall not be prohibited or enjoined by any law or governmental or court order or regulation. (d) The Trustee shall have expired or notice of early termination of executed and delivered the waiting period Indenture. (e) Each Purchaser shall have been received by executed and delivered the Company and the Purchasers. Each Purchaser's obligations under this Section 6.2 shall be several and independent from the obligations of each other Purchaser; and the failure by any Purchaser to fulfill or comply with any of the conditions set forth in this Section 6.2 shall not affect the obligations of the Company to any other Purchaser to consummate the transactions contemplated by this Rights Agreement. (f) Each Purchaser shall have executed and delivered the Escrow Agreement. Table of Contents