Common use of Other Conditions to the Obligations of the Company Clause in Contracts

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, by the Company of the following further conditions: (a) (i) the MEOA Fundamental Representations shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date); and (ii) the representations and warranties of the MEOA Parties contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a MEOA Material Adverse Effect;

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, waiver by the Company of the following further conditions: (a) (i) the MEOA BHAC Fundamental Representations shall be true and correct in all material respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (except for de minimis inaccuracies) as of such earlier date); , and (ii) the representations and warranties of BHAC (other than the MEOA Parties BHAC Fundamental Representations) contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA BHAC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a MEOA BHAC Material Adverse Effect;

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, waiver by the Company of the following further conditions: (a) (i) the MEOA MAAC Fundamental Representations shall be true and correct in all material respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (except for de minimis inaccuracies) as of such earlier date) (provided, however, that the representation and warranty set forth in Section 4.9 shall be deemed to be true and correct in all material respects as of the Closing Date for purposes of this clause (i) if no MAAC Material Adverse Effect is continuing as of the Closing Date); , and (ii) the representations and warranties of MAAC (other than the MEOA Parties MAAC Fundamental Representations) contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA MAAC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct (without giving effect to any limitation as to “materiality” or “MAAC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as correct would not have a whole, does not cause a MEOA MAAC Material Adverse Effect;

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, waiver by the Company of the following further conditions: (a) (i) the MEOA ALPA Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a) and (b)) shall be true and correct (without giving effect to any limitation as to “materiality” or “ALPA Material Adverse Effect” or any similar limitation set forth herein) in all material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 4.6(a) and (b) shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date); ) and (iiiii) the representations and warranties of the MEOA ALPA Parties (other than the ALPA Fundamental Representations) contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA ALPA Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a MEOA an ALPA Material Adverse Effect;

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, waiver by the Company of the following further conditions: (a) the representations and warranties of the Parent and Amalgamation Sub (i) the MEOA Fundamental Representations set forth in Section 5.1, Section 5.2, Section 5.3, Section 5.16 and Section 5.20 shall be true and correct in all respects (except for with respect to the representations and warranties set forth in Section 5.2, to the extent de minimis inaccuraciesminimis) on the date of this Agreement and on and as of the Closing Date, Date as though made on and as of the Closing Date (except to the extent that any such representation representations and warranty is warranties are made on and as of an earlier a specified date, in which case such representation the same shall be true and warranty correct as of the specified date) and (ii) set forth in this Agreement, other than those sections specifically identified in clause (i) of this Section 7.3(a), shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date); and (ii) the representations and warranties of the MEOA Parties contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to indicated by the words “materialityParent Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “MEOA Material Adverse Effect” or any similar limitation set forth hereinmateriality”) in all respects on the date of this Agreement and on and as of the Closing Date, Date as though made on and as of the Closing Date (except to the extent that any such representation representations and warranty is warranties are made on and as of an earlier a specified date, in which case the same shall continue be true and correct as of the specified date), except in the case of clause (ii) only to the extent that the facts, events and circumstances that cause such representation representations and warranty shall warranties to not be true and correct as of such earlier date), except where the failure of such representations dates have not had and warranties would not reasonably be expected to be true and correct, taken as have a whole, does not cause a MEOA Parent Material Adverse Effect; (b) Parent and Amalgamation Sub shall have performed and complied in all material respects with all covenants required to be performed or complied with by them under this Agreement on or prior to the Closing Date; (c) since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; (d) prior to or at the Closing, Parent and Amalgamation Sub shall have delivered, in form and substance reasonably acceptable to the Company, a certificate of an authorized officer of Parent and Amalgamation Sub, respectively, dated as of the Closing Date, to the effect that the conditions specified in Section 7.3(a), Section 7.3(b) and Section 7.3(c) with respect to such entity have been satisfied; (e) prior to or at the Closing, Parent and Amalgamation Sub shall have delivered, in form and substance reasonably acceptable to the Company, written evidence that all amounts and consideration required to be paid or deposited by Parent pursuant to this Agreement have been so paid or deposited at or prior to the Effective Time; (f) the Registration Rights Agreement shall have been executed by Parent; (g) the Shareholder Rights Agreement shall have been executed by Parent; and (h) the Escrow Agreement shall have been executed by Parent.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, waiver by the Company of the following further conditions: (a) (i) the MEOA Qell Fundamental Representations shall be true and correct in all material respects (except for de minimis inaccuracies) as of the date hereof and as of the Closing Commencement Date, as though made on and as of the Closing Commencement Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (except for de minimis inaccuracies) as of such earlier date); , and (ii) the representations and warranties of the MEOA Parties Qell and Holdco contained in Article 4 of this Agreement (other than the MEOA Qell Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA Qell Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date hereof and as of the Closing Commencement Date, as though made on and as of the Closing Commencement Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a MEOA an Qell Material Adverse Effect;

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, by the Company of the following further conditions: (a) (i) the MEOA Capstar Fundamental Representations shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date); and (ii) the representations and warranties of the MEOA Capstar Parties contained in Article 4 of this Agreement (other than the MEOA Capstar Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA Capstar Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a MEOA Capstar Material Adverse Effect;

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, waiver by the Company of the following further conditions: (a) (i) the MEOA Sandbridge Fundamental Representations and the representations and warranties of the Sandbridge Parties set forth in Section 4.17(j) shall be true and correct in all material respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (except for de minimis inaccuracies) as of such earlier date); , and (ii) the representations and warranties of the MEOA Sandbridge Parties (other than the Sandbridge Fundamental Representations and the representations and warranties of the Sandbridge Parties set forth in Section 4.17(j)) contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA Sandbridge Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a MEOA Sandbridge Material Adverse Effect;

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the satisfaction or, if permitted by applicable Applicable Law, waiver, at or prior to the Closing Date, waiver in writing by the Company of the following further conditionsconditions at, or prior to, the Closing: (a) Buyer’s representations and warranties set forth in (i) the MEOA Fundamental Representations Section 4.6(b) shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date, (ii) Section 4.1(a), Section 4.2(a), Section 4.2(b) and Section 4.3 shall be true and correct in all material respects as of the date of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation representations and warranty is warranties are made on and as of an earlier a specified date, in which case such representation the same shall be true and warranty correct in all material respects as of the specified date), and (iii) Article 4, other than the representations and warranties specified in the immediately preceding clauses (i) and (iii) hereof, shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date); and (ii) the representations and warranties of the MEOA Parties contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of the Closing Date, Date as though made on and as of the Closing Date (except to the extent that any such representation representations and warranty is warranties are made on and as of an earlier a specified date, in which case such representation and warranty the same shall be true and correct as of such earlier the specified date), except except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct, taken correct would not have a Buyer Material Adverse Effect (without giving effect to any limitation or qualification as a whole, does not cause a MEOA to “materiality” (including the word “material”) or “Buyer Material Adverse Effect” set forth therein, except that the word “material” in the defined term “Material Contract” or “Material Permit” shall not be disregarded for any of such purposes); (b) Buyer and Merger Sub shall each have performed and complied in all material respects with all covenants required to be performed or complied with by them under this Agreement on or prior to the Closing; and (c) since the date hereof, there shall not have occurred a Buyer Material Adverse Effect.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, written waiver by the Company of the following further conditions: (a) (i) the MEOA IIAC Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except for de minimis inaccuraciesto the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), and (ii) the representations and warranties of IIAC (other than the IIAC Fundamental Representations) contained in Article 5 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “IIAC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date); and (ii) the representations and warranties of the MEOA Parties contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not, or would not reasonably be likely to, cause a MEOA an IIAC Material Adverse Effect;

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, waiver by the Company of the following further conditions: (a) (i) the MEOA ARYA Fundamental Representations shall be true and correct in all material respects (except for de minimis inaccuracies) as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (except for de minimis inaccuracies) as of such earlier date); , and (ii) the representations and warranties of the MEOA Parties ARYA contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA ARYA Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a MEOA an ARYA Material Adverse Effect;

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, waiver in writing by the Company of the following further conditions: (a) (i) the MEOA Armada Fundamental Representations shall be true and correct in all material respects as of the Original Date and as of the Closing Date, as though made on and as of the Closing Date (except for de minimis inaccuraciesto the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties of Armada (other than the representations and warranties contemplated by clause (i)) contained in Article IV of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Armada Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Original Date and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date); and (ii) the representations and warranties of the MEOA Parties contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a MEOA an Armada Material Adverse Effect;

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, written waiver by the Company of the following further conditions: (a) (i) the MEOA ARYA Fundamental Representations (other than the representations and warranties set forth in Section 4.8(a)) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties of the ARYA Parties set forth in Section 4.8(a) shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date); provided, however, that this clause (ii) shall be deemed to be satisfied if no ARYA Material Adverse Effect is continuing, and (iiiii) the representations and warranties of the MEOA ARYA Parties (other than the ARYA Fundamental Representations) contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA ARYA Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a MEOA an ARYA Material Adverse Effect;

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, waiver in writing by the Company of the following further conditions: (a) (i) the MEOA Armada Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except for de minimis inaccuraciesto the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties of Armada (other than the representations and warranties contemplated by clause (i)) contained in Article IV of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Armada Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date); and (ii) the representations and warranties of the MEOA Parties contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a MEOA an Armada Material Adverse Effect;

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver, at or prior to the Closing Date, written waiver by the Company of the following further conditions: (a) (i) the MEOA Cascadia Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except for de minimis inaccuraciesto the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), and (ii) the representations and warranties of the Cascadia Parties (other than the Cascadia Fundamental Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Cascadia Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date); and (ii) the representations and warranties of the MEOA Parties contained in Article 4 of this Agreement (other than the MEOA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “MEOA Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a MEOA Cascadia Material Adverse Effect;