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

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) the representations and warranties of each Seller (i) set forth in Sections 3.01 (reading all “Material Adverse Effect” qualifications therein as “material” to Parent and its Subsidiaries, taken as a whole), 3.02, 3.03(a), 3.03(b)(i), 3.04, 3.11, 3.12, 3.13, 3.14, and 3.15 shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in Section 3.07(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date and (iii) set forth in this Agreement, other than in Sections 3.01, 3.02, 3.03(a), 3.03(b)(i), 3.04, 3.07(b), 3.11, 3.12, 3.13, 3.14, and 3.15, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) each Seller shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; (c) the Investor shall have received a certificate, signed on behalf of each Seller by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.03(a) and 6.03(b) have been satisfied; (d) since the date of this Agreement, there shall not have occurred a Material Adverse Effect; (e) prior to the Closing, the Company shall have duly adopted and filed with the Secretary of State of the State of Delaware the Certificate of Designations, and a certified copy thereof shall have been delivered to the Investor; and (f) the Reorganization shall have been completed, except for the transactions specified in Clause 3 of Exhibit B, which will be completed pursuant to the terms hereof and thereof immediately following the consummation of the Acquisition, in accordance with the terms set forth in Exhibit B.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Initial Closing or the Second Closing, as applicable, shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Initial Closing Date or the Second Closing Date, as applicable, of the following conditions: (a) the representations and warranties of each Seller the Company (i) set forth in Sections 3.01 (reading all “Material Adverse Effect” qualifications therein as “material” to Parent and its Subsidiaries, taken as a whole)3.01, 3.02, 3.03(a), 3.03(b)(i), 3.043.10, 3.11, 3.12, 3.13, 3.14, 3.14 and 3.15 3.17 shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) in all but de minimis material respects as of the date of this Agreement and as of the Initial Closing Date or the Second Closing Date, as applicable, with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in Section 3.07(b3.06(b) shall be true and correct in all respects as of the date of this Agreement and as of the Initial Closing Date or the Second Closing Date, as applicable, with the same effect as though made on and as of such date and (iii) set forth in this Agreement, other than in Sections 3.01, 3.02, 3.03(a), 3.03(b)(i3.06(b), 3.04, 3.07(b)3.10, 3.11, 3.12, 3.13, 3.14, 3.14 and 3.153.17, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Initial Closing Date or the Second Closing Date, as applicable, with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) each Seller the Company shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Initial Closing and the Second Closing, as applicable; (c) the Investor shall have received a certificate, signed on behalf of each Seller the Company by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.03(a) and 6.03(b) have been satisfied; (d) since the date of this Agreement, there shall not have occurred a Material Adverse Effect; (e) prior to the Initial Closing, the Company shall have duly adopted and filed with the Secretary of State of the State of Delaware the Certificate of Designations, and a certified copy thereof shall have been delivered to the Investor, which shall continue to be in full force and effect as of the Initial Closing or the Second Closing, as applicable; and (fe) the Reorganization shall have been completed, except for the transactions specified in Clause 3 of Exhibit B, which will be completed pursuant with respect to the terms hereof and thereof immediately following Investor’s obligations to consummate the Initial Closing, the contemporaneous consummation of the Acquisition, “Initial Closing” (as such term is defined in the Apax Investment Agreement) shall have occurred in accordance with the terms set forth in Exhibit B.Apax Investment Agreement.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction (or waiverwaiver by the Investor in its sole discretion, if permissible under applicable Law) on or prior to the Closing Date of all of the following conditionsconditions set forth below: (a) the representations and warranties of each Seller the Company (i) set forth in Sections 3.01 3.01, 3.02, 3.03(a) shall be true and correct (reading disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” qualifications therein as “material” to Parent and its Subsidiaries, taken as a whole), 3.02, 3.03(a), 3.03(b)(i), 3.04, 3.11, 3.12, 3.13, 3.14, and 3.15 shall be true and correct words of similar import set forth therein) in all but de minimis material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in Section 3.07(b3.06(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date and (iii) set forth in this Agreement, other than in Sections 3.01, 3.02, 3.03(a) and 3.06(b), 3.03(b)(i), 3.04, 3.07(b), 3.11, 3.12, 3.13, 3.14, and 3.15, shall be true and correct in all respects (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) each Seller the Company shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing;; and (c) the Investor shall have received a certificate, signed on behalf of each Seller the Company by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.03(a) and 6.03(b) have been satisfied; (d) since the date of this Agreement, there shall not have occurred a Material Adverse Effect; (e) prior to the Closing, the Company shall have duly adopted and filed with the Secretary of State of the State of Delaware the Certificate of Designations, and a certified copy thereof shall have been delivered to the Investor; and (f) the Reorganization shall have been completed, except for the transactions specified in Clause 3 of Exhibit B, which will be completed pursuant to the terms hereof and thereof immediately following the consummation of the Acquisition, in accordance with the terms set forth in Exhibit B..

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) the representations and warranties of each Seller the Company (i) set forth in Sections 3.01 (reading all “Material Adverse Effect” qualifications therein as “material” to Parent and its Subsidiaries, taken as a whole)3.01, 3.02, 3.03(a), 3.03(b)(i), 3.043.10, 3.11, 3.12, 3.13, 3.14, 3.13 and 3.15 3.14 shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) in all but de minimis material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in Section 3.07(b3.06(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date and (iii) set forth in this Agreement, other than in Sections 3.01, 3.02, 3.03(a), 3.03(b)(i3.06(b), 3.04, 3.07(b), 3.10 3.11, 3.12, 3.13, 3.13 and 3.14, and 3.15, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) each Seller the Company shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; (c) the Investor shall have received a certificate, signed on behalf of each Seller the Company by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.03(a) and 6.03(b) have been satisfied; (d) since only to the date of this Agreement, there shall not have occurred a Material Adverse Effect; (e) extent that the Initial Investor Director Designee has been designated at least ten Business Days prior to the Closing, the Company Board shall have duly adopted taken all actions necessary and filed with the Secretary of State of the State of Delaware the Certificate of Designations, and a certified copy thereof shall have been delivered appropriate to cause to be elected or appointed to the InvestorBoard, effective immediately upon the Closing, the Initial Investor Director Designee; and (fe) the Reorganization Acquisition shall have been completed, except for the transactions specified in Clause 3 of Exhibit B, which will be completed pursuant to the terms hereof and thereof immediately following the consummation of the Acquisition, consummated in accordance with the terms set forth of the Acquisition Agreement (as in Exhibit B.effect as of the date hereof) in all material respects.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of all of the following conditionsconditions set forth below: (a) the representations and warranties of each Seller the Company (i) set forth in Sections 3.01 3.01(a), 3.02, 3.03(a) shall be true and correct (reading disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” qualifications therein as “material” to Parent and its Subsidiaries, taken as a whole), 3.02, 3.03(a), 3.03(b)(i), 3.04, 3.11, 3.12, 3.13, 3.14, and 3.15 shall be true and correct words of similar import set forth therein) in all but de minimis material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in Section 3.07(b3.06(a) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date and (iii) set forth in this Agreement, other than in Sections 3.013.01(a), 3.02, 3.03(a) and 3.06(b), 3.03(b)(i), 3.04, 3.07(b), 3.11, 3.12, 3.13, 3.14, and 3.15, shall be true and correct in all respects (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) each Seller the Company shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; (c) the Investor shall have received a certificate, signed on behalf of each Seller the Company by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.03(a) and 6.03(b) have been satisfied;; and (d) since the date of this Agreement, there shall not have occurred a Material Adverse Effect; (e) prior to the Closing, the Company shall have duly adopted and filed with advised the Secretary of State Investor at least three Business Days prior to the Closing Date of the State number of Delaware the Certificate of Designations, and a certified copy thereof shall have been delivered Series A Preferred Shares to the Investor; and (f) the Reorganization shall have been completed, except for the transactions specified in Clause 3 of Exhibit B, which will be completed pursuant to the terms hereof and thereof immediately following the consummation of the Acquisition, in accordance with the terms set forth in Exhibit B.issued at Closing.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of all of the following conditionsconditions set forth below: (a) the representations and warranties of each Seller the Company (i) set forth in Sections 3.01 (reading all “Material Adverse Effect” qualifications therein as “material” to Parent and its Subsidiaries, taken as a whole3.01(a), 3.02, 3.03(a), 3.03(b)(i), 3.043.10, 3.11, 3.12, 3.13, 3.14, 3.14 and 3.15 3.17 and the first sentence of Section 3.13 shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) in all but de minimis material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in Section 3.07(b3.06(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date and (iii) set forth in this Agreement, other than in Sections 3.013.01(a), 3.02, 3.03(a), 3.03(b)(i3.06(b), 3.04, 3.07(b), 3.10 3.11, 3.12, 3.14 and 3.17 and the first sentence of Section 3.13, 3.14, and 3.15, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) each Seller the Company shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; (c) the Investor shall have received a certificate, signed on behalf of each Seller the Company by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.03(a) and 6.03(b) have been satisfied; (d) since the date of this Agreement, there shall not have occurred a Material Adverse Effect; (e) prior to the Closing, the Company shall have duly adopted and filed with the Secretary of State of the State of Delaware the Certificate of Designations, and a certified copy thereof shall have been delivered to the Investor; and (fe) prior to the Reorganization Closing, the Board shall have been completed, except for the transactions specified in Clause 3 of Exhibit B, which will taken all actions necessary and appropriate to cause to be completed pursuant elected or appointed to the terms hereof and thereof Board, effective immediately following the consummation of Closing, the Acquisition, in accordance with the terms set forth in Exhibit B.Initial Investor Director Designee.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the each Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date for such Closing of the following conditions: (a) the representations and warranties of each Seller the Company (i) set forth in Sections 3.01 (reading all “Material Adverse Effect” qualifications therein as “material” to Parent and its Subsidiaries, taken as a whole)3.01, 3.02, 3.03(a), 3.03(b)(i3.03(b)(i)(A), 3.043.06, 3.10, 3.11, 3.12, 3.13, 3.14, and 3.15 3.13 shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein) in all but de minimis respects as of the date of this Agreement hereof and as of the such Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), and (ii) set forth in Section 3.07(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date and (iii) set forth in this Agreement, other than in Sections 3.01, 3.02, 3.03(a), 3.03(b)(i3.03(b)(i)(A), 3.043.06, 3.07(b)3.10, 3.11, 3.12, 3.13, 3.14, and 3.15, 3.13 shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement hereof and as of the such Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iiiii), where the failure to be true and correct has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) each Seller the Company shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the such Closing; (c) the Investor shall have received a certificate, signed on behalf of each Seller the Company by a duly authorized an executive officer thereof, certifying that the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfied; (d) since the date of this Agreement, there shall not have occurred a Material Adverse Effect; (e) prior to the Initial Closing, the Company shall have duly adopted and filed with the Secretary of State of the State of Delaware the Certificate of DesignationsDesignation, and a certified copy thereof shall have been delivered to the Investor; (e) prior to or upon the Subsequent Common Closing, to the extent that the initial Investor Designees designated to be Investor Directors have been designated at least fifteen (15) Business Days prior to such Closing and such Investor Designees otherwise meet the requirements set forth in Section 5.09(e), the Board shall have taken all actions necessary and appropriate to cause to be elected or appointed to the Board, effective immediately following the Subsequent Common Closing, such initial Investor Designees; and (f) any shares of Common Stock issued at such Closing and any shares of Common Stock issuable upon conversion of the Reorganization Series A Preferred Stock issued at such Closing at the Conversion Rate specified in the Certificate of Designations as in effect on the date hereof, in each case shall have been completed, except for the transactions specified in Clause 3 covered by a Listing of Exhibit B, which will be completed pursuant Additional Shares Notification Form submitted to the terms hereof and thereof immediately following the consummation of the Acquisition, in accordance with the terms set forth in Exhibit B.Nasdaq.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) the representations and warranties of each Seller the Company (i) set forth in Sections 3.01 (reading all “Material Adverse Effect” qualifications therein as “material” to Parent and its Subsidiaries, taken as a whole3.01(a), 3.02, 3.03(a), 3.03(b)(i), 3.04, 3.11, 3.12, 3.13, 3.14, 3.15 and 3.15 3.19 (the “Company Fundamental Representations”) shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import) in all but de minimis material respects as of the date of this Agreement hereof and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in Section 3.07(b) shall be true and correct in all respects as of the date of this Agreement hereof and as of the Closing Date with the same effect as though made on and as of such date date, and (iii) set forth in this Agreement, other than the Company Fundamental Representations and those set forth in Sections 3.01, 3.02, 3.03(a), 3.03(b)(i), 3.04, Section 3.07(b), 3.11, 3.12, 3.13, 3.14, and 3.15, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement hereof and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) each Seller the Company shall have complied with or performed in all material respects its obligations and covenants required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; (c) the Investor shall have received a certificate, signed on behalf of each Seller the Company by a duly authorized an executive officer thereof, certifying that the conditions set forth in Section Sections 6.03(a), 6.03(b) and 6.03(b6.03(d) have been satisfied; (d) since no stop order or suspension of trading shall have been imposed by the date of this AgreementNYSE, there shall not have occurred a Material Adverse Effectthe SEC or any other Governmental Authority with respect to public trading in the Common Stock; (e) prior the Issued Shares shall have been approved for listing on the NYSE, subject only to the Closing, official notice of issuance; (f) no Material Adverse Effect shall have occurred; and (g) the Company shall have duly adopted executed and filed with the Secretary of State of the State of Delaware the Certificate of Designations, and a certified copy thereof shall have been delivered to the Investor; and Investor (fi) the Reorganization shall have been completed, except for Investor Rights Agreement and (ii) the transactions specified in Clause 3 of Exhibit B, which will be completed pursuant to the terms hereof and thereof immediately following the consummation of the Acquisition, in accordance with the terms set forth in Exhibit B.Development Agreement.