Common use of CONDITIONS TO THE OBLIGATIONS Clause in Contracts

CONDITIONS TO THE OBLIGATIONS. OF PURCHASER TO CLOSE 8.01 All obligations of Purchaser hereunder are, at the option of Purchaser, subject to the conditions that, at the Closing Date: A. All representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the Closing Date in all material respects. B. Purchaser shall have performed all commitments hereunder up to the Closing Date and shall have tendered the required documents, instruments and certificates as set forth in Section 3 hereof. C. No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall have been instituted or threatened to restrain, prohibit or invalidate the transaction contemplated by this Agreement or which may affect the right of Purchaser to own the Special Common Shares after the Closing Date. D. All corporate action, necessary to authorize (a) the execution, delivery and performance by the Purchaser this Agreement and any other agreements or instruments contemplated hereby or thereby to which Purchaser is a party and (b) the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by Purchaser, and Seller shall have been furnished with copies of all applicable resolutions of Purchaser certified by the Secretary or Assistant Secretary of the Purchaser. E. The Purchaser shall have obtained the approvals, consents and authorizations of all third parties and/or governmental agencies necessary for the communication of the transactions contemplated hereby in accordance with the requirements of applicable laws and agreements.

CONDITIONS TO THE OBLIGATIONS. OF PURCHASER EACH PARTY TO CLOSE 8.01 All EFFECT THE ACQUISITION. The respective obligations of Purchaser hereunder are, at each party to effect the option of Purchaser, Acquisition shall be subject to the conditions that, fulfillment at the Closing Date: A. All representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the Closing Date in all material respects. B. Purchaser shall have performed all commitments hereunder up or prior to the Closing Date of each of the following conditions, unless waived by both the Buyer and shall have tendered the required documents, instruments Seller: 9.1.1 The Transactions and certificates as set forth in Section 3 hereof. C. No action, suit, proceeding or investigation by or before any court, administrative agency or the other governmental authority transactions contemplated hereby shall have been instituted or threatened approved by the shareholders of the Seller by the vote (if any) required by the MCL. Holders of no more than 4.0% of the shares of Seller Common Stock outstanding on the record date of the Shareholders Meeting shall have perfected dissenter's rights with respect to restrain, prohibit or invalidate any of the transaction contemplated by this Agreement or which may affect the right of Purchaser to own the Special Common Shares after the Closing DateTransactions. D. All corporate action, necessary to authorize 9.1.2 Any waiting period (a) the execution, delivery and performance by the Purchaser this Agreement and any other agreements or instruments contemplated hereby or thereby extension thereof) applicable to which Purchaser is a party and (b) the consummation of the Acquisition under the HSR Act shall have expired or been terminated. 9.1.3 No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Body nor any statute, rule, regulation or executive order promulgated or enacted by a Governmental Body shall be in effect which would (i) make the acquisition by the Buyer of the Option Shares illegal or (ii) otherwise prevent the consummation of the Acquisition and the transactions contemplated hereby hereby. 9.1.4 The Registration Statement shall be effective under the Securities Act and thereby no "STOP ORDER" shall have been duly issued with respect to the Registration Statement and validly taken by Purchaser, and Seller no Proceeding for such purpose shall have been furnished with copies of all applicable resolutions of Purchaser certified by the Secretary or Assistant Secretary commenced. The staff of the Purchaser. E. The Purchaser Commission shall have obtained indicated that they have no further comments regarding the approvals, consents and authorizations of all third parties and/or governmental agencies necessary for the communication of the transactions contemplated hereby in accordance with the requirements of applicable laws and agreementsProxy Statement.

CONDITIONS TO THE OBLIGATIONS. OF PURCHASER TO CLOSE 8.01 All of Each Party. The obligations of Purchaser hereunder arethe Company, at Parent and Merger Subsidiary to consummate the option of Purchaser, Merger are subject to the conditions that, at satisfaction of the Closing Datefollowing conditions: A. All representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the Closing Date in all material respects. B. Purchaser shall have performed all commitments hereunder up to the Closing Date and shall have tendered the required documents, instruments and certificates as set forth in Section 3 hereof. C. No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority (a) The Company Stockholder Approval shall have been instituted or threatened to restrain, prohibit or invalidate the transaction contemplated by this Agreement or which may affect the right of Purchaser to own the Special Common Shares after the Closing Dateobtained in accordance with Applicable Law and be in full force and effect. D. All corporate action, necessary to authorize (a) the execution, delivery and performance by the Purchaser this Agreement and any other agreements or instruments contemplated hereby or thereby to which Purchaser is a party and (b) No provision of Applicable Law shall prohibit the consummation of the transactions contemplated hereby Merger. (c) The applicable waiting periods under the HSR Act relating to the Merger shall have expired or been terminated. (d) Unless Parent shall have elected or become obligated to pay the Aggregate Stock Value in cash in lieu of issuing the Stock Consideration pursuant to Section 8.02(b), (i) the Commissioner shall have issued the CSL Permit and thereby the qualification thereunder shall not be the subject of any stop order or proceedings seeking a stop order or (ii) the Registration Statement shall have been duly declared effective by the SEC and validly taken no stop order suspending the effectiveness of such Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by Purchaserthe SEC. (e) All actions by or in respect of, and Seller or filings with, any Governmental Authority required to permit the consummation of the Merger shall have been furnished with copies taken, made or obtained. (f) No temporary restraining order, preliminary injunction or other order issued by any court of all applicable resolutions of Purchaser certified by competent jurisdiction or other legal restraint or prohibition prohibiting the Secretary or Assistant Secretary consummation of the Purchaser. E. The Purchaser Merger shall have obtained be in effect; nor shall any Applicable Law be enacted, entered or enforced which prohibits the approvals, consents and authorizations of all third parties and/or governmental agencies necessary for the communication consummation of the transactions contemplated hereby in accordance with the requirements of applicable laws and agreementsMerger.

CONDITIONS TO THE OBLIGATIONS. OF PURCHASER TO CLOSE 8.01 All EACH PARTY. The obligations of Purchaser hereunder arethe Company, at Holding, and Merger Subsidiary to consummate the option of Purchaser, Merger are subject to the conditions thatsatisfaction at or before the Effective Time of the following conditions, at any or all of which may be waived, in whole or in part, by each of the Closing Dateparties intended to benefit therefrom, to the extent permitted by applicable Law: A. All representations and warranties of Purchaser contained in (a) this Agreement shall be true and correct as of the Closing Date in all material respects. B. Purchaser shall have performed all commitments hereunder up to the Closing Date and shall have tendered the required documents, instruments and certificates as set forth in Section 3 hereof. C. No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority Merger shall have been instituted or threatened approved and adopted by a majority of all shares of the Company Common Stock entitled to restrainvote thereon, prohibit or invalidate in accordance with Section 53-11-03 of the transaction contemplated by this Agreement or which may affect the right of Purchaser to own the Special Common Shares after the Closing Date.NCBCA; D. All corporate action(b) such parties shall have received a copy, necessary to authorize (a) the execution, delivery and performance certified by the Purchaser Secretary of Merger Subsidiary, of consent resolutions duly adopted (and not subsequently rescinded or modified) by the Board of Directors and sole shareholder of Merger Subsidiary, by the terms of which resolutions such Board of Directors shall have adopted and approved this Agreement and the Merger and recommended the Merger to Holding, as the sole shareholder of Merger Subsidiary, and Holding shall have adopted and approved this Agreement and the Merger; (c) no Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any other agreements Law or instruments contemplated hereby Order (whether temporary, preliminary, or thereby permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; and (d) all actions by or in respect of or filings with any Governmental Authority required to which Purchaser is a party and (b) permit the consummation of the transactions contemplated hereby and thereby Merger shall have been duly and validly taken by Purchaserobtained, and Seller shall have been furnished other than the filing of the requisite Articles of Merger with copies of all applicable resolutions of Purchaser certified by the Secretary or Assistant Secretary of the PurchaserState of North Carolina. E. The Purchaser shall have obtained the approvals, consents and authorizations of all third parties and/or governmental agencies necessary for the communication of the transactions contemplated hereby in accordance with the requirements of applicable laws and agreements.