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

Conditions to the Obligations of the Stockholders. The obligations of the Stockholders to consummate the transactions contemplated hereby are subject to the fulfillment at or prior to the Closing of the following conditions, any or all of which may be waived, in writing, in whole or in part by the Stockholders' Representative to the extent permitted by applicable law: (a) Buyer shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in SECTION 2.1(c) that are reasonably deemed necessary by the Stockholders, upon advice of counsel, to consummate the transactions contemplated hereby; (b) the representations and warranties of Buyer set forth in SECTION 2.1 shall be true and correct in all material respects (except for representations qualified by materiality or Material Adverse Effect which shall be correct in all respects) as of the Closing, with the same force and effect as if made on and as of the Closing; (c) Buyer shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (d) Buyer shall have delivered to the Company a certificate substantially in the form of attached EXHIBIT D, to the effect that each of the conditions specified in SECTION 4.1 and SECTION 4.2(a), (b), (c) and (e) are satisfied in all respects; (e) no action, suit or proceeding shall be pending or threatened before any governmental entity or authority wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (f) all necessary filings with regulatory authorities shall have been made and all waiting periods shall have expired; and (g) all actions to be taken by Buyer in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company and its counsel.

Conditions to the Obligations of the Stockholders. The obligations of the Stockholders to consummate the transactions contemplated hereby by this Agreement are subject to the fulfillment at satisfaction or prior to the Closing waiver of the following conditions, any or all of which may be waived, in writing, in whole or in part by the Stockholders' Representative to the extent permitted by applicable law: (a) Buyer shall have obtained all each of the waivers, permits, consents, approvals or other authorizations, representations and effected all warranties of Getty and NSCO contained in this Agreement shall be true and correct as of the registrationsClosing Date, filings except that those representations and notices, referred to in SECTION 2.1(c) that are reasonably deemed necessary by the Stockholders, upon advice warranties which address matters only as of counsel, to consummate the transactions contemplated herebya particular date shall remain true and correct as of such date; (b) the representations Getty and warranties of Buyer set forth in SECTION 2.1 shall be true and correct in all material respects (except for representations qualified by materiality or Material Adverse Effect which shall be correct in all respects) as of the Closing, with the same force and effect as if made on and as of the Closing; (c) Buyer NSCO shall have performed or complied in all material respects with its all agreements and covenants required by this Agreement to be performed or complied with under this Agreement as of by them on or prior to the ClosingClosing Date; (dc) Buyer no Governmental Entity or court of competent jurisdiction located or having jurisdiction in the United States or Canada shall have delivered to the Company a certificate substantially enacted, issued, promulgated, enforced or entered any Order which is then in the form of attached EXHIBIT D, to effect and has the effect that each of the conditions specified in SECTION 4.1 and SECTION 4.2(a), (b), (c) and (e) are satisfied in all respects; (e) no action, suit making illegal or proceeding shall be pending or threatened before any governmental entity or authority wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent otherwise prohibiting consummation of any of the transactions contemplated by this Agreement; (d) the Stockholders shall have received the opinion of Weil, or Gotshal & Xxxxxx, LLP, U.S. counsel to Getty, to the effect set forth in Exhibit 5.02(d) hereto; (iie) cause any the Stockholders shall have received the opinion of Blake, Xxxxxxx & Xxxxxxx, Canadian counsel to Getty, to the transactions contemplated by this Agreement to be rescinded following consummationeffect set forth in Exhibit 5.02(e) hereto; (f) all necessary filings with regulatory authorities the Stockholders shall have been made and all waiting periods received the opinion of Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia Counsel to Getty, to the effect set forth in Exhibit 5.02(f) hereto; (g) Getty shall have expiredexecuted and delivered to Stockholders the Registration Rights Agreement; (h) EyeWire Services, Inc. and Getty shall have executed and delivered to Xxxx Xxxxxxx the Xxxxxxx Employment Agreement; and (gi) all actions Getty shall have executed and delivered to be taken by Buyer in connection with Stockholders the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company and its counselEscrow Agreement.

Conditions to the Obligations of the Stockholders. The obligations of the Stockholders to consummate effect the transactions contemplated hereby Stock Purchase are also subject to the fulfillment at satisfaction or waiver by the Stockholders prior to the Closing Date of the following conditions, any or all of which may be waived, in writing, in whole or in part by the Stockholders' Representative to the extent permitted by applicable law: (a) Buyer shall have obtained all each of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in SECTION 2.1(c) that are reasonably deemed necessary by the Stockholders, upon advice of counsel, to consummate the transactions contemplated hereby; (b) the representations and warranties of Buyer Eclipsys set forth in SECTION 2.1 this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall each be true and correct in all material respects respects, as of the date of this Agreement and as of the Closing Date (except for to the extent such representations qualified by materiality and warranties speak as of an earlier date, in which case such representation or Material Adverse Effect which warranty shall be true and correct as of such earlier date); (b) Eclipsys shall have performed in all respectsmaterial respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; (c) the Stockholders’ Representative shall have been furnished with a certificate, executed by a duly authorized officer of Eclipsys, dated the Closing Date, certifying as to the fulfillment of the conditions in Sections 9.3(a) and (b); (d) Eclipsys shall have delivered to each Stockholder, such Stockholder’s Pro Rata Portion of the Closing Payment; (e) the Escrow Agent shall have executed the Holdback Escrow Agreement; (f) Eclipsys shall have delivered the Holdback Amount to the Escrow Agent; (g) effective as of the Closing, Eclipsys shall have entered into the Employment Agreements and Restricted Stock Agreements with the same force Stockholders, and effect as if made on and as of the Closing; (c) Buyer shall have performed or complied employment agreements with the Key Employees referred to in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (d) Buyer shall have delivered to the Company a certificate substantially in the form of attached EXHIBIT D, to the effect that each of the conditions specified in SECTION 4.1 and SECTION 4.2(aSection 9.2(m), (b), (c) and (e) are satisfied in all respects; (e) no action, suit or proceeding shall be pending or threatened before any governmental entity or authority wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (f) all necessary filings with regulatory authorities shall have been made and all waiting periods shall have expired; and (gh) all actions to be taken by Buyer in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and Stockholders shall have received such other documents required as the Stockholders’ Representative reasonably requests evidencing the satisfaction of any condition referred to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company and its counselthis Section 9.3.

Conditions to the Obligations of the Stockholders. The obligations obligation of the Stockholders ------------------------------------------------- each Stockholder to consummate the transactions Transactions contemplated hereby are subject to occur at the fulfillment Closing shall be further conditioned upon the satisfaction or fulfillment, at or prior to the Closing Closing, of the following conditions, any unless waived by such Stockholder at or all of which may be waived, in writing, in whole or in part by the Stockholders' Representative prior to the extent permitted by applicable law:Closing. (a) Buyer shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in SECTION 2.1(c) that are reasonably deemed necessary by the Stockholders, upon advice of counsel, to consummate the transactions contemplated hereby; (b) the The representations and warranties of Buyer set forth in SECTION 2.1 TeleCorp and THC and each other Stockholder contained herein shall be true and correct in all material respects (except for representations and warranties that are qualified by materiality or Material Adverse Effect as to materiality, which shall be correct true and correct), in all respects) each case when made and at and as of the ClosingClosing (except for representations and warranties made as of a specified date, which shall be true and correct as of such date) with the same force and effect as if though made on at and as of such time. (b) Each of TeleCorp, THC and each other Stockholder shall have performed in all material respects all agreements contained herein or required to be performed by it or him at or before the Closing;. (c) Buyer An officer of each of TeleCorp and THC, respectively, and the other Stockholder shall have performed or complied in all material respects with its agreements and covenants required delivered to be performed or complied with under this Agreement such Stockholder a certificate, dated the Closing Date, certifying as of or prior to the Closing;fulfillment of the conditions set forth in paragraphs (a) and (b) above as to the party delivering such certificate. (d) Buyer TeleCorp shall have delivered issue and deliver to each Stockholder the Company a certificate substantially in the form shares of attached EXHIBIT D, TeleCorp Stock he is entitled to the effect that each of the conditions specified in SECTION 4.1 and SECTION 4.2(a), (b), (c) and (e) are satisfied in all respects;receive hereunder. (e) no action, suit or proceeding shall be pending or threatened before All Consents by any governmental entity or authority wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent Governmental Authority required to permit the consummation of any of the transactions contemplated by this AgreementTransactions, the failure to obtain or (ii) cause any of make which would be reasonably expected to have a Material Adverse Effect on such Stockholder or materially adversely affect the transactions contemplated by Transactions or. its ability to perform its obligations under this Agreement to be rescinded following consummation;or any Related Agreement shall have been obtained or made. (f) all necessary filings with regulatory authorities shall have been made All corporate and all waiting periods shall have expired; and (g) all actions to be taken by Buyer other proceedings of Tele Corp and THC in connection with the consummation of the transactions contemplated hereby Transactions, and all certificatesdocuments and instruments incident thereto, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to such Stockholder, and TeleCorp and THC shall have delivered to such Stockholder all such receipts, documents, instruments and certificates, in form and substance reasonably satisfactory to such Stockholder, which such Stockholder shall have reasonably requested in order to consummate the Company Transactions. (g) TeleCorp shall have funded into its 1998 Restricted Stock Plan 58,140 shares of Class A Common Voting Stock and its counsel311.11 shares of Series E Preferred Stock.