Common use of CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS Clause in Contracts

CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The obligation of each Stockholder to purchase the Common Stock to be issued to him or her as set forth herein on the Closing Date or, as the case may be, on any Subsequent Closing Date, is subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) The representations and warranties of the Company and the Parent set forth herein shall be true and correct in all material respects at and as of the Closing Date or, as the case may be, on any Subsequent Closing Date, as though then made, and all covenants of the Company and the Parent set forth herein required to be performed by it at or prior to the Closing or any such Subsequent Closing shall have been performed in all material respects. (b) The By-laws and Certificate of Incorporation of the Company in effect on the Closing Date shall be substantially in the form of Exhibit D and Exhibit E, respectively, attached hereto. (c) No preliminary or permanent injunction or order, decree or ruling of any nature shall have been issued by a court or governmental agency of competent jurisdiction, nor shall any statute, rule, regulation or executive order promulgated or enacted by any foreign or United States federal, state or local governmental authority be in effect which would prevent the consummation of the transactions contemplated by this Agreement. (d) The execution of this Agreement by the parties hereto and the consummation of the transactions contemplated hereby shall not be in violation of any applicable laws or orders, regulations, rulings or requirements of a court, public body or authority by which such parties or their respective properties are bound.

CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The obligation obligations of each Stockholder the Stockholders to purchase consummate the Common Stock to be issued to him or her as set forth herein on the Closing Date or, as the case may be, on any Subsequent Closing Date, is transactions contemplated by this Agreement are subject to the satisfaction on (or prior to the Closing Date written waiver by a majority of the Stockholders) of the following conditionsconditions as of the Closing Date: (a) The representations and warranties of the Company and the Parent set forth herein Buyer contained in Article 4 hereof shall be have been true and correct in all material respects at as of the date of this Agreement and as of the Closing Date or, as the case may be, on any Subsequent Closing Date, as though then madeexcept (i) for changes contemplated by this Agreement, and all covenants (ii) for those representations and warranties that address matters only as of the Company date of this Agreement or any other particular date (in which case such representations and warranties shall have been true and correct in all material respects as of such particular date), it being understood that, for purposes of determining the Parent set forth herein accuracy of such representations and warranties, all qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded; (b) the Buyer shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing or any such Subsequent Closing shall have been performed in all material respects. (b) The By-laws and Certificate of Incorporation of the Company in effect on the Closing Date shall be substantially in the form of Exhibit D and Exhibit E, respectively, attached hereto.Closing, (c) No preliminary or permanent injunction or order, decree or ruling of any nature all consents which are set forth on Schedule 7.01(c) attached hereto shall have been issued by a court or governmental agency of competent jurisdiction, nor shall any statute, rule, regulation or executive order promulgated or enacted by any foreign or United States federal, state or local governmental authority be in effect which would prevent the consummation of the transactions contemplated by this Agreement.obtained; (d) The execution of this Agreement by the parties hereto all material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby and set forth on Schedule 7.01(d) attached hereto shall not have been made and obtained; (e) no Law, judgment, decree, or order shall be in violation effect that would, and no action or proceeding before any court or government body shall be pending wherein an unfavorable judgment, decree or order would, prevent the performance of this Agreement or the consummation of any applicable laws of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or orderscause such transactions to be rescinded; (f) the Buyer shall have delivered to the Stockholders a certificate of the Buyer dated the Closing Date, regulationsstating that the preconditions specified in Section 7.02(a) and Section 7.02(b) as they relate to the Buyer have been satisfied; (g) the Buyer shall have paid the Company prior to Closing the payment due for advertising services provided by the Company to the Buyer from October 15, rulings or requirements 2008 through and including October 25, 2008; and (h) the Buyer shall have executed and delivered to the Stockholders the mutual release of a court, public body or authority by which such parties or their respective properties are bound.claims in the form of the attached Exhibit C.

CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The obligation obligations of each Stockholder the Stockholders to purchase consummate the Common Stock to be issued to him or her as set forth herein on the Closing Date or, as the case may be, on any Subsequent Closing Date, is transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Stockholders’ Representative in writing, at its option, on or prior to behalf of the Closing Date Stockholders) of the following conditionsconditions as of the Closing Date: (a) The representations and warranties of the Company and the Parent set forth herein Buyer contained in Article 5 hereof shall be have been true and correct in all material respects at as of the date of this Agreement and as of the Closing Date or, as the case may be, on any Subsequent Closing Date, except for those representations and warranties that address matters only as though then made, and all covenants of the Company date of this Agreement or any other particular date (in which case such representations and warranties shall have been true and correct in all material respects as of such particular date), it being understood that, for purposes of determining the Parent set forth herein accuracy of such representations and warranties, all qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded; (b) the Buyer shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing or any such Subsequent Closing shall have been performed in all material respects. (b) The By-laws and Certificate of Incorporation of the Company in effect on the Closing Date shall be substantially in the form of Exhibit D and Exhibit E, respectively, attached hereto.Closing, (c) No preliminary or permanent injunction or order, decree or ruling of any nature all consents which are set forth on Schedule 9.02(c) attached hereto shall have been issued by a court or governmental agency of competent jurisdiction, nor shall any statute, rule, regulation or executive order promulgated or enacted by any foreign or United States federal, state or local governmental authority be in effect which would prevent the consummation of the transactions contemplated by this Agreement.obtained; (d) The execution of this Agreement by (A) the parties hereto applicable waiting periods, if any, under the Antitrust Laws shall have expired or been terminated, and (B) all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby and set forth on Schedule 9.01(d) attached hereto shall not have been made and obtained; (e) no Law, judgment, decree, or order shall be in violation effect that would, and no action or proceeding before any court or government body shall be pending wherein an unfavorable judgment, decree or order would prevent the performance of this Agreement or the consummation of any applicable laws of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or orderscause such transactions to be rescinded; and (f) the Buyer shall have delivered to the Stockholders’ Representative a certificate of the Buyer, regulationsdated the Closing Date, rulings or requirements of a courtstating that the preconditions specified in Sections 9.02(a) and 9.02(b), public body or authority by which such parties or their respective properties are boundas they relate to the Buyer, have been satisfied.

CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS. The obligation obligations of each Stockholder the Stockholders to purchase the Common Stock to be issued to him or her as set forth herein on effect the Closing Date or, as the case may be, on any Subsequent Closing Date, is are further subject to the satisfaction on or waiver at or prior to the Closing Date of the following conditions: (a) The representations All consents and warranties of the Company and the Parent set forth herein shall be true and correct in all material respects at and as of the Closing Date or, as the case may be, on any Subsequent Closing Date, as though then made, and all covenants of the Company and the Parent set forth herein required to be performed by it at or prior to the Closing or any such Subsequent Closing shall have been performed in all material respects. (b) The By-laws and Certificate of Incorporation of the Company in effect on the Closing Date shall be substantially in the form of Exhibit D and Exhibit E, respectively, attached hereto. (c) No preliminary or permanent injunction or order, decree or ruling approvals of any nature shall have been issued by a court or governmental agency of competent jurisdiction, nor shall any statute, rule, regulation or executive order promulgated or enacted by any foreign or United States federal, state or local governmental authority be in effect which would prevent Governmental Authority required for the consummation of the transactions contemplated by this Agreement. (d) The execution of this Agreement by the parties hereto shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall not be have expired or been terminated, in violation of any applicable laws or orders, regulations, rulings or requirements each case without the imposition of a courtStockholders Burdensome Condition. (b) No statute, public body rule, regulation, order, decree, proceeding or authority injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by which a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (c) The Fundamental Representations made by Purchaser in this Agreement shall be true and correct in all respects as of the Closing Date as if made on that date (except that representations or warranties that expressly speak as of a specified date or time need only be true and correct as of such parties specified date and time). The representations and warranties made by Purchaser in this Agreement (other than any Fundamental Representations and without giving effect to any limitation set forth therein as to materiality or their respective properties are boundPurchaser Material Adverse Effect, as applicable) shall be true and correct as of the Closing Date as though made on the Closing Date (except that representations or warranties that expressly relate to an earlier date need only be true and correct on and as of such earlier date), in each case except for breaches as to matters that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Purchaser Material Adverse Effect. (d) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (e) the Stockholders will have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to the Stockholders, to the effect that the conditions specified in Sections 6.2(c) and (d) have been fulfilled. (f) Purchaser shall have made the deliveries required under Section 2.4.