Common use of CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS Clause in Contracts

CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of ------------------------------------------- the Shareholders and the Company to effect the Merger pursuant to this Agreement shall, at the option of the Shareholders, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) There shall have been no material breach by the Buyer or Mergerco in the performance of any of their covenants and agreements herein; each of the representations and warranties of the Buyer and Mergerco contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), in each case, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Shareholders or any transaction contemplated by this Agreement; and there shall have been delivered to the Shareholders a certificate to such effect, dated the Closing Date and signed on behalf of the Buyer by the President or any Vice President of the Buyer and Mergerco, respectively, in addition to the other deliveries specified in Section 3.3. ----------- (b) The waiting period under the HSR Act shall have expired or been terminated, and no action, suit or proceeding by any Governmental Body shall have been instituted and remain in effect to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby. (c) There shall not be in effect any Court Order or Requirement of Law restraining or prohibiting the legality or the validity of the transactions contemplated hereby. (d) The parties shall have received all approvals and actions of or by all Governmental Bodies necessary to consummate the transactions contemplated hereby, which are required to be obtained prior to the Closing by applicable Requirements of Laws. (e) The conditions to the obligations of the Shareholders set forth in Article VIII of the Xxxxxxx Acquisition Agreement and the Emson ------------ Acquisition Agreement shall have been satisfied or waived.

CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. (a) The obligations of ------------------------------------------- the Shareholders and to consummate the Company to effect the Merger pursuant to transactions contemplated by this Agreement shall, at the option of the Shareholders, shall be subject to the satisfaction, on fulfillment at or prior to the Closing Date, of each of the following conditions: (ab) There shall have been no material breach by the Buyer or Mergerco in the performance of any of their covenants and agreements herein; each of the The representations and warranties of the Buyer and Mergerco Purchaser contained in this Agreement that is qualified by materiality shall be true and correct on the date hereof and as of the Closing Date as if made on and as of though such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and were made as of the Closing Date as if made on Date, and as the Purchaser shall have duly performed or complied with all of such date (other than representations and warranties which address matters only as the obligations to be performed or complied with by it under the terms of a certain date which shall be true and correct as of such certain date), in each case, except for changes therein specifically permitted by this Agreement on or resulting from any transaction expressly consented prior to Closing. (c) All Material authorizations, consents, waivers, approvals or other action required in writing connection with the execution, delivery and performance of this Agreement by the Shareholders or any transaction contemplated by this Agreement; Purchaser, and there shall have been delivered to the Shareholders a certificate to such effect, dated the Closing Date and signed on behalf of the Buyer consummation by the President or any Vice President of the Buyer and Mergerco, respectively, in addition to the other deliveries specified in Section 3.3. ----------- (b) The waiting period under the HSR Act shall have expired or been terminated, and no action, suit or proceeding by any Governmental Body shall have been instituted and remain in effect to restrain, prohibit or otherwise challenge the legality or validity Purchaser of the transactions contemplated hereby. (c) There , shall not be in effect any Court Order or Requirement of Law restraining or prohibiting the legality or the validity of the transactions contemplated herebyhave been obtained. (d) The parties Purchaser shall have received all approvals and actions of or by all Governmental Bodies necessary to consummate the transactions contemplated hereby, which are required to be obtained prior delivered to the Closing Shareholders all other closing documents as shall have been reasonably requested by applicable Requirements of Lawsthe Shareholders, in form and substance reasonably acceptable to the Shareholders' counsel. (e) The Purchaser shall have complied with and performed all agreements, covenants and conditions in this Agreement required to be performed and complied with by it on or before the obligations of the Shareholders set forth Closing Date, and that all requisite action (corporate and other) in Article VIII of the Xxxxxxx Acquisition Agreement and the Emson ------------ Acquisition order to consummate this Agreement shall have been satisfied or waivedproperly taken by the Purchaser (f) The Purchaser shall have caused the Shareholders to be discharged of all the personal guarantees for debts of Kischi, as set out in Schedule 9.3(f). (g) The Purchaser and the Listed Company shall have obtained all required regulatory approvals for the Closing of this Comprehensive Transaction as set out in Schedule 9.3(g).

CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of ------------------------------------------- the Shareholders and the Company Corporation to effect consummate the Merger pursuant to transactions contemplated by this Agreement shall, at the option of the Shareholders, shall be subject to the satisfaction, on fulfilment at or prior to the Closing Date, of each of the following conditions: (a) There shall have been no material breach by the Buyer or Mergerco in the performance of any of their covenants and agreements herein; each of the The representations and warranties of the Buyer and Mergerco Purchaser contained in this Agreement that is qualified by materiality shall be true and correct on the date hereof and as of the Closing Date as if made on and as of though such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and were made as of the Closing Date as if made on Date, and as the Purchaser shall have duly performed or complied with all of such date (other than representations and warranties which address matters only as the obligations to be performed or complied with by it under the terms of a certain date which shall be true and correct as of such certain date), in each case, except for changes therein specifically permitted by this Agreement on or resulting from any transaction expressly consented prior to in writing by the Shareholders or any transaction contemplated by this Agreement; and there shall have been delivered to the Shareholders a certificate to such effect, dated the Closing Date and signed on behalf of the Buyer by the President or any Vice President of the Buyer and Mergerco, respectively, in addition to the other deliveries specified in Section 3.3. -----------Closing. (b) The waiting period under Shareholders and the HSR Act Corporation shall have expired received from Oxxxx, Wxxxxx LLP, counsel to the Purchaser, an opinion of such counsel, dated the Closing Date, in substantially the form attached hereto as Schedule 9.3(b). (c) All Material authorizations, consents, waivers, approvals or been terminatedother action required in connection with the execution, delivery and performance of this Agreement by the Purchaser, and no action, suit or proceeding the consummation by any Governmental Body shall have been instituted and remain in effect to restrain, prohibit or otherwise challenge the legality or validity Purchaser of the transactions contemplated hereby. (c) There , shall not be in effect any Court Order or Requirement of Law restraining or prohibiting the legality or the validity of the transactions contemplated herebyhave been obtained. (d) The parties Purchaser shall have received all approvals and actions of or by all Governmental Bodies necessary to consummate the transactions contemplated hereby, which are required to be obtained prior delivered to the Closing Shareholders and the Corporation all other closing documents as shall have been reasonably requested by applicable Requirements of Lawsthe Shareholders and the Corporation, in form and substance reasonably acceptable to the Shareholders’ counsel. (e) The Purchaser shall have complied with and performed all agreements, covenants and conditions in this Agreement required to be performed and complied with by it on or before the obligations of the Shareholders set forth Closing Date, and that all requisite action (corporate and other) in Article VIII of the Xxxxxxx Acquisition Agreement and the Emson ------------ Acquisition order to consummate this Agreement shall have been satisfied properly taken by the Purchaser. (f) No Material adverse change shall have occurred in the condition (financial or waivedotherwise) of the Purchaser, its assets or its business. (g) The Purchaser shall have delivered the Initial Payment to the Shareholders and the Escrow Agent, as the case may be, in accordance with Section 3.1 hereof.

CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of ------------------------------------------- the Shareholders and the Company to effect the Merger pursuant to this Agreement shall, at the option of Except as may be waived by the Shareholders, be obligations of the Shareholders to consummate the transactions contemplated by this Agreement are subject to the satisfaction, satisfaction of the following conditions on or prior to before the Closing Date, of the following conditions: (a) There shall have been no material breach by the Buyer or Mergerco in the performance of any of their covenants and agreements herein; each of the The representations and warranties of the Buyer and Mergerco contained set forth in this Agreement that is qualified by materiality shall ARTICLE 7 will be true and correct on at and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), in each case, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Shareholders or any transaction contemplated by this Agreement; and there shall have been delivered to the Shareholders a certificate to such effect, dated the Closing Date and signed on behalf of the Buyer by the President or any Vice President of the Buyer and Mergerco, respectively, in addition to the other deliveries specified in Section 3.3. -----------Closing; (b) The waiting period under the HSR Act Buyer shall have expired or been terminatedperformed all the covenants and agreements required to be performed by it under this Agreement prior to the Closing; (c) All material governmental filings, authorizations and no action, suit or proceeding by any Governmental Body shall have been instituted and remain in effect to restrain, prohibit or otherwise challenge approvals that are required for the legality or validity consummation of the transactions contemplated hereby.hereby will have been duly made and obtained; (cd) There shall not be in effect threatened, instituted or pending any Court Order action or Requirement of Law restraining proceeding brought by Buyer or prohibiting any other person not a party hereto, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the legality or the validity consummation of the transactions contemplated hereby. hereby or seeking to obtain material damages in connection with such transactions, (dii) The parties shall have received all approvals seeking to invalidate or render unenforceable any material provision of this Agreement, or (iii) otherwise relating to and actions of or by all Governmental Bodies necessary to consummate materially adversely affecting the transactions contemplated hereby, which are required to be obtained prior to the Closing by applicable Requirements of Laws.; (e) The conditions There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction, enacted, entered, enforced, promulgated, issued or deemed applicable to the obligations transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 9.2(d); and (f) The Shareholders shall not have discovered any fact or circumstance existing as of the date of this Agreement which has not been disclosed to the Shareholders regarding the business, assets, properties, condition (financial or otherwise), or results of operations of Buyer which would have a material adverse effect on Buyer. (g) At the Closing, Buyer shall have delivered (or caused to be delivered) to the Shareholders (i) a certificate of an appropriate officer of Buyer, dated the Closing Date, stating that the conditions precedent set forth in Article VIII Sections 9.2(a) and 9.2(b) have been satisfied, (ii) copies of the Xxxxxxx Acquisition Agreement governmental consents, approvals and other documents referred to in subsection C above and (iii) all of the Emson ------------ Acquisition Agreement shall have been satisfied or waiveddocuments, certificates and instruments required to be delivered by Buyer pursuant to Section 4.2.

CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of ------------------------------------------- the Shareholders and to sell the Company to effect the Merger Shares pursuant to this Agreement shall, at the option of the Shareholders, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) There shall have been no material breach by the Buyer or Mergerco in the performance of any of their its covenants and agreements herein; each of the representations and warranties of the Buyer and Mergerco contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), in each case, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Shareholders or any transaction contemplated by this Agreement; and there shall have been delivered to the Shareholders a certificate to such effect, dated the Closing Date and signed on behalf of the Buyer by the President or any Vice President of the Buyer and Mergerco, respectively, in addition to the other deliveries specified in Section 3.3. ----------- (b) The waiting period under the HSR Act shall have expired or been terminated, and no action, suit or proceeding by any Governmental Body shall have been instituted and remain in effect to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby. (c) There shall not be in effect any Court Order or Requirement of Law restraining or prohibiting the legality or the validity of the transactions contemplated hereby. (d) The parties shall have received all approvals and actions of or by all Governmental Bodies necessary to consummate the transactions contemplated hereby, which are required to be obtained prior to the Closing by applicable Requirements of Laws. (e) The conditions to the obligations of the Shareholders set forth in Article VIII of the Xxxxxxx RPM Acquisition Agreement and ------------ the Emson ------------ Acquisition Agreement shall have been satisfied or waived.

CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of ------------------------------------------- the Shareholders and to consummate the Company to effect the Merger pursuant to transactions contemplated by this Agreement shall, at the option of the Shareholders, be are subject to the satisfaction, on or prior to satisfaction of the following conditions as of the Closing Date, of the following conditions: (a) There The Pre-Closing Spin-Off Transactions shall have been no material breach by the Buyer or Mergerco in the performance of any of their covenants and agreements herein; each of the consummated; (b) The representations and warranties of the Buyer and Mergerco contained set forth in this Agreement that is qualified by materiality shall be true and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified Article V hereof shall be true and correct in all material respects on at (except for any such representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) and as of the Closing Date as if though then made on and as though the Closing Date was substituted for the date of this Agreement throughout such date (other than representations and warranties which address matters only as of a certain date which warranties; (c) Buyer shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (d) No legal action or proceeding before any court or government body shall be true and correct as pending wherein an unfavorable judgment, decree or order would prevent the performance of such certain date)this Agreement or the consummation of any of the transactions contemplated hereby, in each case, except for changes therein specifically permitted declare unlawful the transactions contemplated by this Agreement or resulting from any transaction expressly consented cause such transactions to in writing by the Shareholders or any transaction contemplated by this Agreement; and there shall have been delivered to the Shareholders a certificate to such effect, dated the Closing Date and signed on behalf of the Buyer by the President or any Vice President of the Buyer and Mergerco, respectively, in addition to the other deliveries specified in Section 3.3. -----------be rescinded; (be) The applicable waiting period periods, if any, under the HSR Act shall have expired or been terminated, and no actionall other governmental filings, suit or proceeding by any Governmental Body shall have been instituted consents, authorizations and remain in effect to restrain, prohibit or otherwise challenge approvals that are required for the legality or validity consummation of the transactions contemplated hereby.hereby shall have been duly made and obtained; (f) Buyer shall have delivered to the Shareholders' Representative certified copies of the resolutions duly adopted by Buyer's board of directors authorizing the execution, delivery and performance of this Agreement; (g) Seller shall have received from counsel to Buyer an opinion in form and substance reasonably satisfactory to the Shareholders' Representative concerning the due authorization, execution, delivery and enforceability of this Agreement and the Buyer Notes; and (h) Buyer shall have delivered to the Shareholders' Representative (on behalf of the Shareholders and the Optionholders) a certificate in the form set forth as Exhibit E attached hereto, dated the Closing Date, stating that the preconditions specified in subsections (b) and (c) There shall not be in effect any Court Order or Requirement of Law restraining or prohibiting the legality or the validity of the transactions contemplated hereby. (d) The parties shall have received all approvals and actions of or by all Governmental Bodies necessary to consummate the transactions contemplated hereby, which are required to be obtained prior to the Closing by applicable Requirements of Laws. (e) The conditions to the obligations of the Shareholders set forth in Article VIII of the Xxxxxxx Acquisition Agreement and the Emson ------------ Acquisition Agreement shall hereof have been satisfied or waivedsatisfied.

CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS. The obligations of ------------------------------------------- the Shareholders and to consummate the Company to effect the Merger pursuant to transactions contemplated by this Agreement shall, at the option of the Shareholders, be are subject to the satisfaction, satisfaction of the following conditions on or prior to the Closing Date, any or all of which may be waived by the following conditionsShareholders’ Representative: (a) There shall have been no material breach by the Buyer or Mergerco in the performance of any of their covenants and agreements herein; each of the representations and warranties of the Buyer and Mergerco contained set forth in this Agreement that is qualified by materiality Article 5 hereof shall be true and correct on at and as of the Closing Date as if though then made on and as though the Closing Date were substituted for the date of this Agreement throughout such date (other than representations and warranties which address matters only except for representations and warranties that speak as of a certain specific date or time (which shall need only be true and correct on the Closing Date but as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such specific date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain dateor time), in each case, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Shareholders or any transaction contemplated by this Agreement; and there shall have been delivered to the Shareholders a certificate to such effect, dated the Closing Date and signed on behalf of the Buyer by the President or any Vice President of the Buyer and Mergerco, respectively, in addition to the other deliveries specified in Section 3.3. -----------; (b) The the Buyer shall have performed, and complied in all material respects, with all the covenants and agreements required to be performed and complied with by it under this Agreement at or prior to the Closing; (c) all regulatory filings, all consents, all authorizations and all approvals that are required for the consummation of the transactions contemplated hereby, including without limitation, the expiration or termination of the waiting period under the HSR Act shall have expired or been terminatedAct, and no actionif applicable, suit or proceeding by any Governmental Body shall have been instituted duly made and remain in effect to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby. (c) There shall not be in effect any Court Order or Requirement of Law restraining or prohibiting the legality or the validity of the transactions contemplated hereby.obtained; (d) The parties the Company shall have received all approvals executed and actions delivered an Employment Agreement with each of or by all Governmental Bodies necessary to consummate the transactions contemplated herebyKey Executives containing non-compete and non-solicitation provisions, which are required to be obtained prior to substantially in the Closing by applicable Requirements of Laws.form attached hereto as Exhibit E; (e) The conditions the Buyer shall have delivered to the obligations Shareholders’ Representative a certificate in the form set forth as Exhibit G attached hereto, dated the Closing Date, stating that the conditions specified in Sections 2.02(a) and (b) hereof have been satisfied; (f) the Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement; (g) the Closing Transactions described in Section 1.02(b) above shall have been completed; and (h) the Buyer shall have delivered to the Shareholders’ Representative a certificate of the Shareholders Buyer confirming that the Closing Transactions set forth in Article VIII of the Xxxxxxx Acquisition Agreement and the Emson ------------ Acquisition Agreement Section 1.02(b) above shall have been satisfied or waivedcompleted.