Common use of Conditions to the Obligations of Company Clause in Contracts

Conditions to the Obligations of Company. The obligations of Company to consummate the Merger, or to permit the consummation of the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct in all respects (ignoring for this purpose all materiality or Material Adverse Effect qualifications in such representations and warranties) both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than (i) representations and warranties which address matters only as of a certain date which shall have been true, complete and correct as of such certain date, and (ii) failures to be true, complete and correct that do not, in the aggregate, constitute a Parent Material Adverse Effect), and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect; (b) Parent shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to that effect; (c) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, legal counsel to Company, shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Company, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; PROVIDED, HOWEVER, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as of the date of the Closing, is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; and (d) There shall have been no Parent Material Adverse Effect since the date of this Agreement.

Conditions to the Obligations of Company. The obligations Notwithstanding any other provision of this Agreement, the obligation of Company to consummate the Merger, or to permit the consummation of the Merger are is subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions:conditions precedent (except as those which Company may choose to waive): (a) each of the The representations and warranties of Parent Buyer and NewCo contained in Sections 3.01, 3.02 or 3.03 of this Agreement shall be true, complete have been true and correct in all respects as of the date of this Agreement (ignoring except for such representations and warranties that are expressly made as of some other specific date, which shall have been true as of that date) and as of the day of the Closing; all other representations and warranties of Buyer and NewCo contained in this purpose all Agreement, when read without regard to any qualification as to materiality or Material Adverse Effect qualifications in contained within such representations and warranties) both when made , shall have been true and on correct in all respects as of the date of this Agreement and as of the Effective Time as if made at and as day of the Effective Time Closing (other than (i) except for such representations and warranties that are expressly made as of some other specific date, which address matters need be true and correct only as of a certain date which shall have been truesuch other date) with only such exceptions as, complete and correct as of such certain date, and (ii) failures to be true, complete and correct that do not, individually or in the aggregate, constitute could not reasonably be expected to have a Parent Material Adverse Effect), and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect;Effect on Buyer or NewCo. (b) Parent Buyer and NewCo shall have performed or all of their respective obligations and shall have complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior before the Closing Date, except where any such non-performance or noncompliance, individually or in the aggregate, would not materially affect Buyer's or NewCo's ability to the Effective Time and perform their respective obligations hereunder. (c) Company shall have received a certificate of signed jointly by the Chief Executive Officer and Chief Financial Officer of Parent to that effect; (c) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, legal counsel to Company, shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Company, Buyer and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; PROVIDED, HOWEVER, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinionNewCo, dated as of the date of Closing Date, certifying that the Closing, is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; andconditions set forth in Sections 6.02(a) and (b) have been satisfied. (d) There Company shall have been no Parent Material Adverse Effect since received an opinion of Buyer's counsel substantially in the date form of this AgreementExhibit 7.02(d) attached hereto.

Conditions to the Obligations of Company. The obligations of Company to consummate the Merger, or to permit the consummation of the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true, complete and correct in all respects (ignoring for this purpose all materiality or Material Adverse Effect qualifications in such representations and warranties) both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than (i) representations and warranties which address matters only as of a certain date which shall have been be true, complete and correct as of such certain date), except, in each case (i) for changes contemplated by this Agreement and (ii) failures when such representations and warranties are read without reference to materiality, where the failure to be true, complete and correct that do notcorrect, individually or in the aggregate, constitute has not had and will not, solely with the passage of time, result in a Parent Material Adverse Effect), and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer an officer of Parent to such effect; (b) Parent and Merger Sub shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time and Company shall have received a certificate certificates of the Chief Executive Officer and Chief Financial Officer an officer of Parent and an officer of Merger Sub to that effect; (c) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Company shall have been provided with a certificate executed on behalf of Parent by an authorized officer certifying that the conditions set forth in Section 8.02(a) and (b) shall have been fulfilled; and (d) Company shall have obtained an opinion from Company's legal counsel to Company, shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Company, in form and substance reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, substantially to the effect that if the Merger is consummated in accordance with the provisions of this Agreement, under current law, for United States federal income tax purposes, the Merger will constitute qualify as a "reorganization" reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; PROVIDED, HOWEVERprovided, that if Company is unable to obtain such firm does not render such opinionan opinion from its legal counsel, this condition shall nonetheless be deemed to be satisfied if such opinion, dated as of the date of the Closing, is rendered Parent's legal counsel delivers an opinion to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; and (d) There shall have been no Parent Material Adverse Effect since the date of this Agreementsame effect.

Conditions to the Obligations of Company. The obligations of Company to consummate the Merger, or to permit the consummation of the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct in all respects (ignoring for this purpose all materiality other than representations and warranties subject to "materiality" or "Material Adverse Effect qualifications Effect" qualifiers, which shall be true, complete and correct in such representations and warrantiesall respects) both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than (i) representations and warranties which address matters only as of a certain date which shall have been true, complete and correct as of such certain date, and (ii) failures to be true, complete and correct that do not, in the aggregate, constitute a Parent Material Adverse Effect), and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect; (b) Parent shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to that effect; (c) Xxxxxx Piper, Marbury, Xxxxxxx Xxxxxxxx & XxxxxxXxxxx LLP, legal counsel to Company, shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Company, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; PROVIDEDprovided, HOWEVERhowever, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as of the date of the Closing, is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; and (d) There shall have been no Parent Material Adverse Effect since the date of this Agreement.

Conditions to the Obligations of Company. The obligations of Company to consummate the Merger, or to permit the consummation of the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditionscondition: (ai) each Parent shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of Parent contained in this Agreement and in any certificate or other writing required to be delivered by Parent pursuant hereto shall be true, complete true (disregarding each exception therein for materiality and correct in all respects (ignoring for this purpose all materiality or Material Adverse Effect qualifications in such representations and warrantiesEffect) both when made and on at and as of the Effective Time as if made at and as of the Effective Time such time except for (other than A) changes contemplated by this Agreement, (iB) those representations and warranties which that address matters only as of a certain particular date (which shall have been true, complete remain true and correct as of such certain date, ) and (iiC) failures to be true, complete and correct that do not, such exceptions in the aggregate, constitute each case as would not have a Parent Material Adverse Effect), Effect on Parent (iii) no Material Adverse Effect with respect to Parent has occurred and (iv) Company shall have received a certificate of signed by the Chief Executive Officer and Chief Financial Officer of Parent to such the foregoing effect;. (b) Parent shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Company shall have received a certificate an opinion of Xxxxx Xxxxxxx, dated as of the Chief Executive Officer Effective Time, in form and Chief Financial Officer of Parent to that effect; (c) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, legal counsel substance reasonably satisfactory to Company, shall have issued its opinion, such opinion dated on the date basis of the Closingcertain facts, addressed to Company, representations and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptionsassumptions set forth in such opinion, to the effect that the Merger will constitute be treated for United States federal income tax purposes as a "reorganization" within reorganization qualifying under the meaning provisions of Section 368(a) of the CodeCode and that each of Parent, which opinion Merger Subsidiary and Company shall not have been withdrawn or modified in any material respect; PROVIDED, HOWEVER, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as parties to the reorganization within the meaning of Section 368(b) of the date Code. In rendering the tax opinion described in this paragraph, Xxxxx Xxxxxxx shall be entitled to rely upon representation letters of officers of Parent, Merger Subsidiary and Company substantially in the Closing, is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; and (d) There shall have been no Parent Material Adverse Effect since the date of this Agreement.forms attached hereto as Exhibit D.

Conditions to the Obligations of Company. The obligations of Company to consummate the Merger, or to permit the consummation of the Merger Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true, complete and correct in all respects both (ignoring for this purpose all materiality or Material Adverse Effect qualifications in such representations and warrantiesi) both when made and (ii) on and as of the Effective Time as if made at and as of the Effective Time (other than (i) representations and warranties which address matters only as of a certain date date, which shall have been be so true, complete and correct as of such certain date), and (ii) except in each case for any failures to be true, complete and correct that which do not, in the aggregate, constitute have a Parent Material Adverse Effect), ; and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect; (b) Parent and Merger Sub shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time Time, except where the failure to so comply has not resulted in a Parent Material Adverse Effect, and Company shall have received a certificate certificates of the Chief Executive Officer and Chief Financial Officer of Parent and the President of Merger Sub to that effect;; and (c) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, legal counsel to Company, Company shall have issued its opinionobtained an opinion from Company's legal counsel, such opinion dated on the date of the Closing, addressed to Company, in form and substance reasonably satisfactory to itit and issued in reliance on the officer's certificate described in Section 6.05(b) hereof, based upon customary representations of Company and Parent and customary assumptions, to the effect that if the Merger will constitute is consummated in accordance with the provisions of this Agreement, under current Law, for federal income tax purposes, the Merger should qualify as a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; PROVIDED, HOWEVER, that if such firm does not render such opinion, this condition . (d) Parent shall nonetheless be deemed satisfied if such opinionhave obtained an opinion from Parent's legal counsel, dated as of the date of the Closing, issued in reliance on the officer's certificate described in Section 6.05(b) hereof, based upon customary representations of Company and Parent reasonably satisfactory to counsel, to the effect that if the Merger is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; and (d) There shall have been no Parent Material Adverse Effect since consummated in accordance with the date provisions of this Agreement, under current Law, for federal income tax purposes, the Merger should qualify as a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect, provided however that if the transaction is effected by a merger of Company into Parent (or a merger of Company into a subsidiary of Parent), then this condition shall be a condition to Parent's obligation to consummate the Merger, rather than a condition to Company's obligation, as set forth in Section 8.03(e).

Conditions to the Obligations of Company. The obligations obligation of Company to consummate the Merger, or to permit the consummation of effect the Merger are is subject to the satisfaction or, if permitted by applicable Law, waiver at or prior to the Effective Time of the following further conditions: (a) each of Parent and Merger Sub shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time; (b) each of the representations and warranties of Parent and Merger Sub contained in this Agreement (without giving effect to any materiality qualifications or limitations therein or any references therein to Parent Material Adverse Effect) shall be truetrue and correct, complete and correct in all respects (ignoring for this purpose all materiality or Material Adverse Effect qualifications in such representations and warranties) both when each case as of the Effective Time as though made and on and as of the Effective Time as if made at and as of the Effective Time (other than Time, except (i) for such failures, individually or in the aggregate, to be true and correct that would not reasonably be expected to have a Parent Material Adverse Effect; (ii) that those representations and warranties which that address matters only as of a certain particular date which shall have been true, complete remain true and correct as of such certain date, subject to the qualifications in (i) above; and (iiiii) failures to be truefor changes expressly permitted as contemplated by the terms of this Agreement; (c) from the date of this Agreement through the Effective Time, complete and correct that do not, there shall not have occurred any change in the aggregatefinancial condition, business or operations of Parent and its Subsidiaries, taken as a whole, that constitutes or would reasonably be expected to constitute a Parent Material Adverse Effect), and ; (d) Company shall have received a certificate signed on behalf of Parent by a duly authorized officer of the Chief Executive Officer and Chief Financial Officer of Parent to such effectthe effect that each of the conditions specified in Section 8.3(a)-(c) has been satisfied in all respects; (be) Parent Company shall have performed or complied in all material respects with all covenants required by this Agreement received opinions from Akin, Gump, Strauss, Hauer & Feld, L.L.P. both prior to be performed or complied with by it on or the effectiveness of the Registratxxx Xtatxxxxt and immediately prior to the Effective Time and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to that effect; (c) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, legal counsel to Company, shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Company, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect that (i) the Merger Merger, if consummated in accordance with the terms of this Agreement, will constitute a "reorganization" within the meaning of reorganization under Section 368(a) of the Code, which opinion shall not have been withdrawn (ii) Company, Parent and Merger Sub will each be a party to that reorganization, and (iii) no gain or modified loss will be recognized for U.S. income tax purposes by the shareholders of Company upon the receipt of shares of Parent Common Stock in exchange for shares of Company Common Stock and Company Preferred Stock pursuant to the Merger except with respect to any material respectcash received in lieu of fractional share interests and except with respect to the receipt of the Trust Units; PROVIDEDprovided, HOWEVERhowever, that if such firm does the counsel to Company shall not render such opinion, this condition shall nonetheless be deemed to be satisfied if counsel to Parent shall render such opinion to Company; provided, further, that in rendering such opinion, dated as of such counsel may rely upon the date of Parent Tax Certificate and the Closing, is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to ParentTax Certificate; and (df) There Company shall have been no Parent Material Adverse Effect since received, prior to the date Closing Date, a written consent of the sole shareholder of Merger Sub approving and adopting this Agreement.

Conditions to the Obligations of Company. The obligations of Company to consummate the Merger, or to permit the consummation of the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true, complete and correct in all respects (ignoring for this purpose all without reference to any qualification as to materiality or Material Adverse Effect qualifications such that the aggregate effect of any inaccuracies in such representations and warrantieswarranties will not have a Parent Material Adverse Effect, in each case as of the date of this Agreement and as of the Closing Date (except to the extent such representations speak as of a different date) both when as though made and on and as of the Effective Time as if made at and as of the Effective Time (other than (i) representations and warranties which address matters only as of a certain date which shall have been trueClosing Date, complete and correct as of such certain date, and (ii) failures to be true, complete and correct that do not, in the aggregate, constitute a Parent Material Adverse Effect), and except for changes contemplated by this Agreement. Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect; (b) Parent and Merger Sub shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time Closing Date and Company shall have received a certificate certificates of the Chief Executive Officer and Chief Financial Officer of Parent and the President of Merger Sub to that effect; (c) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, legal counsel to Company, shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Company, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; PROVIDED, HOWEVER, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as of the date of the Closing, is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; and (d) There there shall have been no Parent Material Adverse Effect since the date of this Agreement. (d) Company shall have received the opinion of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to Company, to the effect that, for federal income tax purposes, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code (it being agreed that Parent, Merger Sub and Company shall each provide reasonable cooperation, including making reasonable representations to Xxxxxx, Xxxxx & Bockius LLP and Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx to enable it to render such opinion); provided, however, that if Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx does not render such opinion, this condition shall nonetheless be deemed to be satisfied if counsel to Parent renders the opinion to Company in form and substance reasonably satisfactory to Company, that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

Conditions to the Obligations of Company. The obligations obligation of the Company to consummate the Merger, or to permit the consummation of effect the Merger are is also subject to the satisfaction or, (or waiver in writing if permitted by permissible under applicable Law), waiver at or prior to the Effective Time, of the following further conditions: (a) each Each of the representations and warranties of Parent and Merger Sub contained in this Agreement (without giving effect to any limitation as to “materiality” or similar terms set forth therein) shall be truetrue and correct as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or as of the date hereof, complete in which case such representations and warranties shall be true and correct in all material respects (ignoring for this purpose all materiality or Material Adverse Effect qualifications in such representations and warranties) both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than (i) representations and warranties which address matters only as of a certain date which shall have been true, complete and correct as of such certain date), except for changes permitted by this Agreement or where the failure to be so true and correct does not have, and (ii) failures would not reasonably be expected to be truehave, complete and correct that do not, in the aggregate, constitute a Parent Material Adverse Effect), and . The Company shall have received a certificate of signed by the Chief Executive Officer and or the Chief Financial Officer of Parent and Merger Sub to such effect;. (b) Parent and Merger Sub shall have performed or complied in all material respects with all covenants obligations required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Effective Time Closing Date, and the Company shall have received a certificate of signed by the Chief Executive Officer and or the Chief Financial Officer of Parent and Merger Sub to that such effect;. (c) The Company shall have received the opinion of Xxxxx & Xxx Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxLLP, legal counsel to the Company, shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Company, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptionsClosing Date, to the effect that the Merger will constitute be treated for United States federal income tax purposes as a "reorganization" reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; PROVIDED, HOWEVER, that if such firm does not render . In rendering such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as of the date of the Closing, is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; andthe Company shall be entitled to rely upon customary assumptions and representations provided by the Company and Parent that counsel to the Company reasonably deems relevant. (d) There shall have been no Parent Material Adverse Effect since Since the date of this Agreement, there shall not have occurred any Circumstance that has had or would reasonably be expected to have a Parent Material Adverse Effect.

Conditions to the Obligations of Company. The obligations of Company to consummate the Merger, or to permit the consummation of the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true, complete and correct in all material respects (ignoring for this purpose all materiality or Material Adverse Effect qualifications in such other than representations and warrantieswarranties subject to "materiality" or "material adverse effect" qualifiers, which shall be true, complete and correct in all respects) both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than (i) representations and warranties which address matters only as of a certain date which shall have been be so true, complete and correct as of such certain date, and (ii) failures to be true, complete and correct that do not, in the aggregate, constitute a Parent Material Adverse Effect), and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect; (b) Parent and Merger Sub shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time and Company shall have received a certificate certificates of the Chief Executive Officer and Chief Financial Officer of Parent and the President of Merger Sub to that effect; (c) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Company shall have obtained an opinion from Company's legal counsel to Company, shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Company, in form and substance reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, it substantially to the effect that if the Merger is consummated in accordance with the provisions of this Agreement, under current law, for federal income tax purposes, the Merger will constitute qualify as a "reorganization" reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; PROVIDED, HOWEVERprovided, that if Company is unable to obtain such firm does not render such opinionan opinion from its legal counsel, this condition shall nonetheless be deemed to be satisfied if such opinion, dated as of the date of the Closing, is rendered Parent's legal counsel delivers an opinion to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parentthe same effect; and (d) There The shares of Parent Common Stock to be issued in the Merger shall have been no Parent Material Adverse Effect since authorized for listing on the date NNM, subject to notice of this Agreementissuance.

Conditions to the Obligations of Company. The obligations of Company to consummate the Merger, or to permit the consummation of the Merger Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent contained in this Restated Agreement shall be true, complete and correct in all respects both (ignoring for this purpose all materiality or Material Adverse Effect qualifications in such representations and warrantiesi) both when made and (ii) on and as of the Effective Time as if made at and as of the Effective Time (other than (i) representations and warranties which address matters only as of a certain date date, which shall have been be so true, complete and correct as of such certain date), and (ii) except in each case for any failures to be true, complete and correct that which do not, in the aggregate, constitute have a Parent Material Adverse Effect), ; and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect; (b) Parent shall have performed or complied in all material respects with all covenants required by this Restated Agreement to be performed or complied with by it on or prior to the Effective Time Time, except where the failure to so comply has not resulted in a Parent Material Adverse Effect, and Company shall have received a certificate certificates of the Chief Executive Officer and Chief Financial Officer of Parent to that effect;; and (c) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, legal counsel to Company, Company shall have issued its opinionobtained an opinion from Company's legal counsel, such opinion dated on the date of the Closing, addressed to Company, in form and substance reasonably satisfactory to itit and issued in reliance on the officer's certificate described in Section 6.05(b) hereof, based upon customary representations of Company and Parent reasonably satisfactory to counsel and customary assumptions, to the effect that if the Merger is consummated in accordance with the provisions of this Restated Agreement, under current Law, for federal income tax purposes, the Merger will constitute qualify as a "'reorganization" ' within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; PROVIDED, HOWEVER, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as of the date of the Closing, is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; and (d) There shall have been no Parent Material Adverse Effect since the date of this Agreement.

Conditions to the Obligations of Company. The obligations of Company to consummate the Merger, or to permit the consummation of the Merger Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each Each of the representations and warranties of Parent contained and Merger Sub in this Agreement shall be true, complete true and correct in all respects (ignoring for this purpose all materiality or Material Adverse Effect qualifications in such representations and warranties) both when made and on and as of the Effective Time as if made at on and as of such time, except to the Effective Time (other than (i) extent that any representations and warranties expressly relate to an earlier date in which address matters only as of a certain date which case such representations and warranties shall have been true, complete be true and correct as of such certain earlier date, in either case, such that the aggregate effect of any inaccuracies in such representations and (ii) failures warranties do not comprise or would not be reasonably likely to be true, complete and correct that do not, in the aggregate, constitute comprise a Parent Material Adverse Effect, in each case without regard (for purposes of this Section 8.02(a)) to any materiality or Parent Material Adverse Effect qualifications contained in such representations and warranties, and Company shall have received a certificate certificates of Parent and Merger Sub, executed by the Chief Executive Officer and Chief Financial Officer of Parent and the President of Merger Sub, to such effect; (b) Parent, New Parent and Merger Sub shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time Time, and Company shall have received a certificate certificates of Parent and Merger Sub, executed by the Chief Executive Officer and Chief Financial Officer of Parent and the President of Merger Sub, to that such effect; (c) Xxxxxx Xxxxxxx Xxxxxxxx & XxxxxxNo requirement of Law shall have been issued, legal counsel enacted, enabled, promulgated or enforced by any Government Entity which would have materially reduced the benefits of the transactions contemplated hereby to Company or its stockholders in a manner that Company, shall in its good faith reasonable judgment, would not have issued its opinion, entered into this Agreement had such opinion dated condition or requirement been known on the date of the Closing, addressed to Company, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; PROVIDED, HOWEVER, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as of the date of the Closing, is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; andhereof; (d) There shall have been no event or circumstance which has had or reasonably could be expected to have a Parent Material Adverse Effect since the date hereof; and (e) all Required Governmental Approvals (including any required consents by the FCC to any matters contemplated by the Merger) shall have been obtained pursuant to Final Orders, including without limitation respectively, the transfer, assignments or reauthorization of the licenses or authorizations issued by the Telecommunications Operating Authorities, free of any conditions that would cause a Parent Material Adverse Effect, and all other consents, approvals, authorizations or filings the absence of which could reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect if the Closing were to occur shall have been obtained or made. For the purposes of this Agreement, “Final Order” means an action or decision that has been granted by the relevant Governmental Entity as to which (A) no request for a stay or similar request is pending, no stay is in effect, the action or decision has not been vacated, reversed, set aside, annulled or suspended and any deadline for filing such request that may be designated by statute or regulation has passed, (B) no petition for rehearing or reconsideration or application for review is pending and the time for the filing of any such petition or application has passed, (C) the relevant Governmental Entity does not have the action or decision under reconsideration on its own motion and the time within which it may effect such reconsideration has passed and (D) no appeal is pending, including other administrative or judicial review, or in effect and any deadline for filing any such appeal that may be designated by statute or rule has passed.

Conditions to the Obligations of Company. The obligations obligation of the Company to consummate the Merger, or to permit the consummation of the Merger are Transaction contemplated by this Agreement is subject to the satisfaction or, if to the extent permitted by applicable Law, waiver in writing by the Company, at or prior to Closing, of the following further conditions: (a) each of (i) the representations and warranties of Parent contained and Buyer set forth in this Agreement the Fundamental Representations shall be true, complete true and correct in all material respects (ignoring for on the date of this purpose all materiality or Material Adverse Effect qualifications in such representations Agreement and warranties) both when made and on and as of the Effective Time Closing Date as if made at on each such date (except to the extent that any such representation and warranty expressly speaks as of the Effective Time (other than (i) representations an earlier date, in which case such representation and warranties which address matters warranty shall be true and correct in all material respects only as of a certain date which shall have been true, complete and correct as of such certain earlier date), and (ii) failures the other representations and warranties of the Parent and Buyer set forth in ‎Article IV of this Agreement shall be true and correct on the date of this Agreement and the Closing Date as if made on each such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct only as of such earlier date), except where the failure of such representations and warranties to be true, complete so true and correct that do (disregarding all qualifications or limitations as to “materiality” or words of similar import) would not, individually or in the aggregate, constitute a Parent Material Adverse Effect)prohibit, and Company shall have received a certificate prevent or materially delay the consummation of the Chief Executive Officer and Chief Financial Officer Transaction or the ability of Parent and Buyer to such effectfully perform their respective covenants and obligations pursuant to this Agreement; (b) Parent and Buyer shall have performed or complied in all material respects with all covenants obligations required by this Agreement to be performed or complied with by it on under this Agreement at or prior to the Effective Time and Closing; and (c) Company shall have received at the Closing a certificate of the Chief Executive Officer and Chief Financial Officer signed on behalf of Parent to that effect; (c) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, legal counsel to Company, shall have issued its opinion, such opinion dated on the date by an executive officer of the Closing, addressed to Company, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect certifying that the Merger will constitute a "reorganization" within the meaning of Section 368(aconditions set forth in ‎Section 7.3(a) of the Code, which opinion shall not and ‎Section 7.3(b) have been withdrawn or modified in any material respect; PROVIDED, HOWEVER, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as of the date of the Closing, is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; and (d) There shall have been no Parent Material Adverse Effect since the date of this Agreementsatisfied.

Conditions to the Obligations of Company. The obligations of Company to consummate the Merger, or to permit the consummation of the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent and Merger Sub contained in this Agreement that are qualified by a reference to materiality or Parent Material Adverse Effect shall be true, complete and correct in all respects (ignoring for this purpose all materiality or Material Adverse Effect qualifications in such representations and warranties) both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than (i) representations and warranties that are so qualified which address matters only as of a certain date which shall have been true, complete and correct as of such certain date, and (ii) failures to be true, complete and correct that do not, in the aggregate, constitute a Parent Material Adverse Effectall respects as of such certain date), and Company the representations and warranties of Parent and Merger Sub contained in this Agreement that are not so qualified shall have received a certificate be true, complete and correct in all material respects both when made and on and as of the Chief Executive Officer Effective Time as if made at and Chief Financial Officer as of Parent to the Effective Time (except for those representations and warranties that are not so qualified which address matters only as of a certain date which shall be true, complete and correct in all material respects as of such effectcertain date), except for changes contemplated by this Agreement; (b) Parent and Merger Sub shall have performed or complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it them on or prior to the Effective Time and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to that effectTime; (c) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, legal counsel to Company, Company and Principal Stockholder shall have issued its opinion, such opinion dated been provided with a certificate executed on the date behalf of the Closing, addressed to Company, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect Merger Sub by authorized officers certifying that the Merger will constitute a "reorganization" within the meaning of conditions set forth in Section 368(a8.02(a) of the Code, which opinion and (b) shall not have been withdrawn or modified in any material respect; PROVIDED, HOWEVER, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as of the date of the Closing, is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; andfulfilled; (d) There there shall have been no Parent Material Adverse Effect since the date of this Agreement; and (e) Parent shall have issued the Parent Guarantee to Principal Stockholder.

Conditions to the Obligations of Company. The obligations of Company to consummate the Merger, or to permit the consummation of the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct in all respects (ignoring for this purpose all materiality or Material Adverse Effect qualifications in such representations and warranties) both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than (i) representations and warranties which address matters only as of a certain date which shall have been true, complete and correct as of such certain date, and (ii) failures to be true, complete and correct that do not, in the aggregate, constitute a Parent Material Adverse Effect), and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect; (b) Parent shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to that effect; (c) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, legal counsel to Company, shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Company, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; PROVIDEDprovided, HOWEVERhowever, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as of the date of the Closing, is rendered to Company by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Parent; and (d) There shall have been no Parent Material Adverse Effect since the date of this Agreement.