Common use of PARENT'S CONDITIONS TO CLOSE Clause in Contracts

PARENT'S CONDITIONS TO CLOSE. The obligations of Parent under this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions, but compliance with any or all of any such conditions may be waived (in whole or in part), in writing, by Parent, to the extent permitted by applicable law: (a) The representations and warranties of the Company contained in this Agreement that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects on the date hereof and on the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that they expressly relate to an earlier date); PROVIDED, THAT, the conditions set forth in this Section 6.2(a) shall be deemed satisfied by the Company to the extent that any such inaccuracies contained in any such representation or warranty of the Company do not, individually or in the aggregate, adversely affect the Company or the properties, assets, liabilities (fixed or otherwise) or condition (financial or otherwise) of the Company in an amount in excess of $200,000; (b) The Company shall have performed and complied in all material respects with all the covenants and agreements contained in this Agreement (other than Section 5.6) and satisfied in all material respects all the conditions required by this Agreement to be performed or complied with or satisfied by it at or prior to the Closing; (c) The Company shall have received all approvals and actions of or by all Governmental Bodies, which are necessary to consummate the transactions contemplated hereby; (d) On the Closing Date, there shall be no Requirement of Law, injunction, restraining order or decree of any nature of any court or Governmental Body in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement or the Merger Agreement; (e) No action, suit or proceeding shall have been instituted by any person or entity, or threatened by any Governmental Body, before a court or Governmental Body, to restrain or prevent the carrying out of the transactions contemplated by this Agreement or that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (f) The valuation of the Merger Consideration shall have been approved as required by Article III, Section B(2)(b)(ii)(B) of the Company's Articles of Incorporation by the affirmative vote of a majority of the votes that holders of the outstanding shares of each series of Company Preferred Stock are entitled to cast (voting as a single class on an as-if converted basis in accordance with the Company's Articles of Incorporation), or waived; (g) The Merger and the Merger Agreement shall have been duly approved by the affirmative vote of the holders of not less than a majority of the shares of Company Common Stock outstanding and entitled to vote with respect thereof (voting as a single class with the holders of Company Preferred Stock voting on an as-if converted basis in accordance with the Company's Articles of Incorporation), by the holders of the Company Preferred Stock with each series voting separately as a class in accordance with the Company's Articles of Incorporation and by the holders of the Company Preferred Stock with each series voting as a single class on as as-if converted basis in accordance with the Company's Articles of Incorporation; (h) The Company shall have received all necessary consents or approvals, in form and substance reasonably satisfactory to Parent, to the transactions contemplated by this Agreement as specified in Schedules 3.5 and 3.24 hereto; (i) Parent shall be reasonably satisfied that the Merger and the transactions contemplated thereby are exempt from the registration requirements of the Securities Act under Section 4(2) of the Securities Act pursuant to and in full compliance with the conditions of Rule 506 of Regulation D promulgated thereunder; (j) Parent shall be reasonably satisfied that the Merger and the transactions contemplated thereby are exempt from the registration or qualification provisions of all state securities laws applicable to the Merger and the transactions contemplated thereby; (k) Since the Balance Sheet Date, there shall not have occurred any change which has had or would reasonably be expected to result in a Material Adverse Effect with respect to the Company; (l) The Merger Agreement shall be concurrently filed with the Secretary of State of the State of California; (m) Mark Gergen shall have entered into an Employment Agreement, in xxx xxxx xf EXHIBIT D hereto (the "GERGEN EMPLOYMENT AGREEMENT") and J.W. Hammon shall have entered inxx xx Employment Agreement, in the xxxx xx XXHIBIT E hereto (the "HAMMON EMPLOYMENT AGREEMENT"); (n) The Shaxxxxxxers signatory thereto shall have executed and delivered to Parent the Registration Rights Agreement; (o) Each holder of a Company Stock Option shall have executed and delivered to the Company an Option Termination Agreement in the form attached hereto as EXHIBIT B (the "EXECUTED OPTION TERMINATION Agreements") and each holder of a Company Stock Purchase Warrant shall have executed and delivered to the Company a Warrant Termination Agreement in the form attached hereto as EXHIBIT C (the "EXECUTED WARRANT TERMINATION AGREEMENTS"); and (p) The Company shall have delivered to Parent a certificate, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, signed by the Company's chief executive officer and chief financial officer, to the effect set forth in clauses (a) through (h), inclusive, and (k) of this Section 6.2.

PARENT'S CONDITIONS TO CLOSE. The obligations of Parent under this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions, but compliance with any or all of any such conditions may be waived (in whole or in part), in writing, by Parent, to the extent permitted by applicable law: (a) The representations and warranties of the Company contained in this Agreement that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects on the date hereof and on the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that they expressly relate to an earlier date); PROVIDEDprovided, THATthat, the conditions set forth in this Section 6.2(a) shall be deemed satisfied by the Company to the extent that any such inaccuracies contained in any such representation or warranty of the Company do not, individually or in the aggregate, adversely affect the Company or the properties, assets, liabilities (fixed or otherwise) or condition (financial or otherwise) of the Company in an amount in excess of $200,000; (b) The Company shall have performed and complied in all material respects with all the covenants and agreements contained in this Agreement (other than Section 5.6) and satisfied in all material respects all the conditions required by this Agreement to be performed or complied with or satisfied by it at or prior to the Closing; (c) The Parent and the Company shall have received all approvals and actions of or by all Governmental Bodies, which are necessary to consummate the transactions contemplated hereby; (d) On the Closing Date, there shall be no Requirement of Law, injunction, restraining order or decree of any nature of any court or Governmental Body in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement or the Merger Agreement; (e) No action, suit or proceeding shall have been instituted by any person or entity, or threatened by any Governmental Body, before a court or Governmental Body, to restrain or prevent the carrying out of the transactions contemplated by this Agreement or that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (f) The valuation of the Merger Consideration shall have been approved as required by Article III, Section B(2)(b)(ii)(B) of the Company's Articles of Incorporation by the affirmative vote of a majority of the votes that holders of the outstanding shares of each series of Company Preferred Stock are entitled to cast (voting as a single class on an as-if converted basis in accordance with the Company's Articles of Incorporation), or waived; (g) The Merger and the Merger Agreement shall have been duly approved by the affirmative vote of the holders of not less than a majority of the shares of Company Common Stock outstanding and entitled to vote with respect thereof (voting as a single class with the holders of Company Preferred Stock voting on an as-if converted basis in accordance with the Company's Articles of Incorporation), by the holders of the Company Preferred Stock with each series voting separately as a class in accordance with the Company's Articles of Incorporation and by the holders of the Company Preferred Stock with each series voting as a single class on as as-if converted basis in accordance with the Company's Articles of Incorporation; (h) The Company shall have received all necessary consents or approvals, in form and substance reasonably satisfactory to Parent, to the transactions contemplated by this Agreement as specified in Schedules 3.5 and 3.24 hereto; (i) Parent shall be reasonably satisfied that the Merger and the transactions contemplated thereby are exempt from the registration requirements of the Securities Act under Section 4(2) of the Securities Act pursuant to and in full compliance with the conditions of Rule 506 of Regulation D promulgated thereunder; (j) The Company shall have executed and delivered to Parent the Assignment and Assumption Agreement; (k) Parent shall be reasonably satisfied that the Merger and the transactions contemplated thereby are exempt from the registration or qualification provisions of all state securities laws applicable to the Merger and the transactions contemplated thereby; (kl) The shares of Company Stock representing Dissenting Shares shall be no more than 400,000 of the issued and outstanding shares of Company Stock immediately prior to the Effective Time; provided, that, (a) if more than 5% of the issued and outstanding shares of Company Stock constitute Dissenting Shares or (b) if fewer than 95% of the votes that holders of the outstanding shares of Company Common Stock are entitled to cast (voting as a single class with the holders of the Company Preferred Stock voting on an as-if converted basis in accordance with the Company's Articles of Incorporation) vote in favor of the Merger Agreement and the transactions contemplated thereby, then Parent may elect, in its sole discretion, to delay the Closing until the expiration of the thirty-day period set forth in Section 1301(b)(2) of the CGCL; (m) Since the Balance Sheet Date, there shall not have occurred any change which has had or would reasonably be expected to result in a Material Adverse Effect with respect to the Company; (ln) The Merger Agreement shall be concurrently have been filed with the Secretary of State of the State of California; (mo) Mark Gergen Xxxx X'Xxxxxx shall have entered into an Employment Agreement, in xxx xxxx xf EXHIBIT the form of Exhibit C hereto (the "D'Angelo Employment Agreement"), Xxxx Xxxxxx shall have entered into an Employment Agreement, in the form of Exhibit D hereto (the "GERGEN EMPLOYMENT AGREEMENTXxxxxx Employment Agreement") and J.W. Hammon ), X.X. Xxxxxx shall have entered inxx xx into an Employment Agreement, in the xxxx xx XXHIBIT form of Exhibit E hereto (the "HAMMON EMPLOYMENT AGREEMENTXxxxxx Employment Agreement"), Xxxxxx Xxxxxx shall have entered into an Employment Agreement, in the form of Exhibit F hereto (the "Xxxxxx Employment Agreement") and Xxxxx Xxxxx shall have entered into an Employment Agreement, in the form of Exhibit G hereto (the "Xxxxx Employment Agreement"); (np) The Shaxxxxxxers Shareholders signatory thereto shall have executed and delivered to Parent the Registration Rights Agreement; (oq) Each holder of a Company Stock Option shall have executed and delivered to the Company an Option Termination Agreement in the form attached hereto as EXHIBIT Exhibit B (the "EXECUTED OPTION TERMINATION Executed Option Termination Agreements") and each holder of a Company Stock Purchase Warrant shall have executed and delivered to the Company a Warrant Termination Agreement in the form attached hereto as EXHIBIT C (the "EXECUTED WARRANT TERMINATION AGREEMENTS")been terminated; and (pr) The Company shall have delivered to Parent a certificate, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, signed by the Company's chief executive officer and chief financial officer, to the effect set forth in clauses (a) through (h), inclusive, and (km) of this Section 6.2.

PARENT'S CONDITIONS TO CLOSE. The obligations of Parent under this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions, but compliance with any or all of any such conditions may be waived (in whole or in part), in writing, by Parent, to the extent permitted by applicable law: (a) The representations and warranties of the Company contained in this Agreement that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects on the date hereof and on the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that they expressly relate to an earlier date); PROVIDED, THAT, the conditions set forth in this Section 6.2(a) shall be deemed satisfied by the Company to the extent that any such inaccuracies contained in any such representation or warranty of the Company do not, individually or in the aggregate, adversely affect the Company or the properties, assets, liabilities (fixed or otherwise) or condition (financial or otherwise) of the Company in an amount in excess of $200,000; (b) The Company shall have performed and complied in all material respects with all the covenants and agreements contained in this Agreement (other than Section 5.6) and satisfied in all material respects all the conditions required by this Agreement to be performed or complied with or satisfied by it at or prior to the Closing; (c) The Company shall have received all approvals and actions of or by all Governmental Bodies, which are necessary to consummate the transactions contemplated hereby; (d) On the Closing Date, there shall be no Requirement of Law, injunction, restraining order or decree of any nature of any court or Governmental Body in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement or the Merger Agreement; (e) No action, suit or proceeding shall have been instituted by any person or entity, or threatened by any Governmental Body, before a court or Governmental Body, to restrain or prevent the carrying out of the transactions contemplated by this Agreement or that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (f) The valuation of the Merger Consideration shall have been approved as required by Article III, Section B(2)(b)(ii)(B) of the Company's Articles of Incorporation by the affirmative vote of a majority of the votes that holders of the outstanding shares of each series of Company Preferred Stock are entitled to cast (voting as a single class on an as-if converted basis in accordance with the Company's Articles of Incorporation), or waived; (g) The Merger and the Merger Agreement shall have been duly approved by the affirmative vote of the holders of not less than a majority of the shares of Company Common Stock outstanding and entitled to vote with respect thereof (voting as a single class with the holders of Company Preferred Stock voting on an as-if converted basis in accordance with the Company's Articles of Incorporation), by the holders of the Company Preferred Stock with each series voting separately as a class in accordance with the Company's Articles of Incorporation and by the holders of the Company Preferred Stock with each series voting as a single class on as as-if converted basis in accordance with the Company's Articles of Incorporation; (hg) The Company shall have received all necessary consents or approvals, in form and substance reasonably satisfactory to Parent, to the transactions contemplated by this Agreement as specified in Schedules 3.5 and 3.24 hereto; (h) Since the Balance Sheet Date, there shall not have occurred any change which has had or would reasonably be expected to result in a Material Adverse Effect with respect to the Company; (i) Parent shall be reasonably satisfied that the Merger and the transactions contemplated thereby are exempt from the registration requirements of the Securities Act under Section 4(2) of the Securities Act pursuant to and in full compliance with the conditions of Rule 506 of Regulation D promulgated thereunderAct; (j) Parent shall be reasonably satisfied that the Merger and the transactions contemplated thereby are exempt from the registration or qualification provisions of all state securities laws applicable to the Merger and the transactions contemplated thereby; (k) Since the Balance Sheet Date, there shall not have occurred any change which has had or would reasonably be expected to result in a Material Adverse Effect with respect to the Company; (l) The Merger Agreement shall be concurrently filed with the Secretary of State of the State of CaliforniaDelaware and the Secretary of State of the State of Illinois; (ml) Mark Gergen Afi Hasan shall have entered into an Employment Agreement, in the form of EXHIBIT C hereto (the "HASAN EMPLOYMENT AGREEMENT"), and Rafiq Kiswani shall have entered into an Employment Agreement, in xxx xxxx xf EXHIBIT xx XXHIBIT D hereto (the "GERGEN EMPLOYMENT AGREEMENT") and J.W. Hammon shall have entered inxx xx Employment Agreement, in the xxxx xx XXHIBIT E hereto (the "HAMMON KISWANI EMPLOYMENT AGREEMENT"); (nm) The Shaxxxxxxers Shxxxxxxxers signatory thereto shall have executed and delivered to Parent the Registration Rights Agreement; (o) Each holder of a Company Stock Option shall have executed and delivered to the Company an Option Termination Agreement in the form attached hereto as EXHIBIT B (the "EXECUTED OPTION TERMINATION Agreements") and each holder of a Company Stock Purchase Warrant shall have executed and delivered to the Company a Warrant Termination Agreement in the form attached hereto as EXHIBIT C (the "EXECUTED WARRANT TERMINATION AGREEMENTS"); and (pn) The Company shall have delivered to Parent a certificate, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, signed by the Company's chief executive officer and chief financial officer, to the effect set forth in clauses (a) through (hm), inclusive, and (k) of this Section 6.2.

PARENT'S CONDITIONS TO CLOSE. The obligations of Parent under this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions, but compliance with any or all of any such conditions may be waived (in whole or in part)waived, in writing, by Parent, to the extent permitted by applicable law: (a) The representations and warranties of the Company and the Significant Shareholders contained in this Agreement that are qualified as to materiality shall be true and correct in all respects and on the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct date hereof in all material respects on the date hereof and on the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that they expressly relate to an earlier date); PROVIDED, THAT, the conditions set forth in this Section 6.2(a) shall be deemed satisfied by the Company to the extent that any such inaccuracies contained in any such representation or warranty of the Company do not, individually or in the aggregate, adversely affect the Company or the properties, assets, liabilities (fixed or otherwise) or condition (financial or otherwise) of the Company in an amount in excess of $200,000; (b) The Company and the Significant Shareholders shall have performed and complied in all material respects with all the covenants and agreements contained in this Agreement (other than Section 5.6) and satisfied ), in all material respects respects, and satisfied all the conditions required by this Agreement to be performed or complied with or satisfied by it or them at or prior to the Closing; (c) The Parent and the Company shall have received all approvals and actions of or by all Governmental Bodies, which are necessary to consummate the transactions contemplated hereby; (d) On the Closing Date, there shall be no Requirement of Law, injunction, restraining order or decree of any nature of any court or Governmental Body in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement or the Merger Agreement; (e) No action, suit or proceeding shall have been instituted by any person or entityentity (other than Parent), or threatened by any Governmental Body, before a court or Governmental Body, to restrain or prevent the carrying out of the transactions contemplated by this Agreement or that would, individually or in and the aggregate, reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the CompanyMerger Agreement; (f) The valuation of the Merger Consideration shall have been approved as required by Article III, Section B(2)(b)(ii)(B) of the Company's Articles of Incorporation by the affirmative vote of a majority of the votes that holders of the outstanding shares of each series of Company Preferred Stock are entitled to cast (voting as a single class on an as-if converted basis in accordance with the Company's Articles of Incorporation), or waived; (g) The Merger and the Merger Agreement shall have been duly approved by the affirmative vote of the holders of not less than a majority two-thirds of the shares of Company Common Stock outstanding and entitled to vote with respect thereof (voting as a single class with the holders of Company Preferred Stock voting on an as-if converted basis in accordance with the Company's Articles of Incorporation), by the holders of the Company Preferred Stock with each series voting separately as a class in accordance with the Company's Articles of Incorporation and by the holders of the Company Preferred Stock with each series voting as a single class on as as-if converted basis in accordance with the Company's Articles of Incorporationthereto; (hg) The Company shall have received all necessary consents or approvals, in form and substance reasonably satisfactory to Parent, to the transactions contemplated by this Agreement as specified in Schedules 3.5 and 3.24 attached hereto, unless failure thereof would not result in a Material Adverse Effect on the Company, including, but not limited to, all necessary consents or approvals, if any, in form and substance reasonably satisfactory to Parent, necessary for the assignment of the FDC Contract to the Surviving Corporation; (h) The shares of Company Common Stock representing Dissenting Shares shall be no more than three percent (3%) of the issued and outstanding shares of Company Common Stock immediately prior to the Effective Time; (i) Parent shall be reasonably satisfied that the Merger and the transactions contemplated thereby are exempt from the registration requirements of the Securities Act under Section 4(2) of the Securities Act pursuant to and in full compliance with the conditions of Rule 506 of Regulation D promulgated thereunder; (j) Parent shall be reasonably satisfied that the Merger and the transactions contemplated thereby are exempt from the registration or qualification provisions of all state securities laws applicable to the Merger and the transactions contemplated thereby; (k) Since the Balance Sheet Date, there shall not have occurred any change which has had would have or would be reasonably be expected likely to result in have a Material Adverse Effect with respect to the Company; (lj) The Merger Agreement shall be concurrently filed with the Secretary of State of the State of California; (m) Mark Gergen Xxx Xxxxxxxxx shall have entered into an Employment Agreement, in xxx xxxx xf EXHIBIT D the form of Exhibit F hereto (the "GERGEN EMPLOYMENT AGREEMENTXxxxxxxxx Employment Agreement") and J.W. Hammon ), Xxxx Xxxxxxxx shall have entered inxx xx into an Employment Agreement, in the xxxx xx XXHIBIT E form of Exhibit G hereto (the "HAMMON EMPLOYMENT AGREEMENTSchetina Employment Agreement"), Xxxxx Xxxxxxx shall have entered into an Employment Agreement, in the form of Exhibit H hereto (the "Xxxxxxx Employment Agreement") and Xxxx Xxxxx shall have entered into an Employment Agreement, in the form of Exhibit I hereto (the "Xxxxx Employment Agreement"); (nk) The Shaxxxxxxers signatory thereto Shareholders shall have executed and delivered to Parent the Registration Rights Agreement; (ol) Each holder of a Company Stock Option Xxx Xxxxxxxxx shall have executed and delivered to the Company an Option Termination Agreement entered into a Stock Escrow Agreement, in the form attached of Exhibit N hereto as EXHIBIT B (the "EXECUTED OPTION TERMINATION AgreementsXxxxxxxxx Escrow Agreement") and each holder of a Company Stock Purchase Warrant Xxxx Xxxxxxxx shall have executed and delivered to the Company entered into a Warrant Termination Agreement Stock Escrow Agreement, in the form attached of Exhibit O hereto as EXHIBIT C (the "EXECUTED WARRANT TERMINATION AGREEMENTSSchetina Escrow Agreement"); and; (pm) The Company shall have delivered to Parent a certificate, in form and substance reasonably satisfactory to ParentCertificates, dated as of the Closing DateClosing, signed by the Significant Shareholders and by the President of the Company's chief executive officer and chief financial officer, respectively, to the effect set forth in clauses (a) through (h), inclusive(b), and (ki) of this Section 6.2, with the Certificate signed by the President of the Company to be to the additional effect set forth in clauses (c) through (i), inclusive, of this Section 6.2; (n) The Company shall have used commercially reasonably efforts to attempt to restructure the Promissory Note in accordance with Section 5.16; (o) The Trust Agreement shall have been terminated; and (p) The FDC Contract shall be in full force and effect and no party thereto shall be in default thereunder and neither Bankcard Investigative Group Inc., a Delaware corporation, nor any of its Affiliates, shall have objected in writing to the transfer of the FDC Contract or otherwise indicated in writing an intention to terminate or modify the FDC Contract in any manner.

PARENT'S CONDITIONS TO CLOSE. The obligations of Parent under this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions, but compliance with any or all of any such conditions may be waived (in whole or in part), in writing, by Parent, to the extent permitted by applicable law: (a) The representations and warranties of the Company contained in this Agreement that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects on the date hereof and on the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that they expressly relate to an earlier date); PROVIDED, THAT, the conditions set forth in this Section 6.2(a) shall be deemed satisfied by the Company to the extent that any such inaccuracies contained in any such representation or warranty of the Company do not, individually or in the aggregate, adversely affect the Company or the properties, assets, liabilities (fixed or otherwise) or condition (financial or otherwise) of the Company in an amount in excess of $200,000; (b) The Company shall have performed and complied in all material respects with all the covenants and agreements contained in this Agreement (other than Section 5.6) and satisfied in all material respects all the conditions required by this Agreement to be performed or complied with or satisfied by it at or prior to the Closing; (c) The Company shall have received all approvals and actions of or by all Governmental Bodies, which are necessary to consummate the transactions contemplated hereby; (d) On the Closing Date, there shall be no Requirement of Law, injunction, restraining order or decree of any nature of any court or Governmental Body in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement or the Merger Agreement; (e) No action, suit or proceeding shall have been instituted by any person or entity, or threatened by any Governmental Body, before a court or Governmental Body, to restrain or prevent the carrying out of the transactions contemplated by this Agreement or that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (f) The valuation of the Merger Consideration shall have been approved as required by Article III, Section B(2)(b)(ii)(B) of the Company's Articles of Incorporation by the affirmative vote of a majority of the votes that holders of the outstanding shares of each series of Company Preferred Stock are entitled to cast (voting as a single class on an as-if converted basis in accordance with the Company's Articles of Incorporation), or waived; (g) The Merger and the Merger Agreement shall have been duly approved by the affirmative vote of the holders of not less than a majority of the shares of Company Common Stock outstanding and entitled to vote with respect thereof (voting as a single class with the holders of Company Preferred Stock voting on an as-if converted basis in accordance with the Company's Articles of Incorporation), by the holders of the Company Preferred Stock with each series voting separately as a class in accordance with the Company's Articles of Incorporation and by the holders of the Company Preferred Stock with each series voting as a single class on as as-if converted basis in accordance with the Company's Articles of Incorporation; (hg) The Company shall have received all necessary consents or approvals, in form and substance reasonably satisfactory to Parent, to the transactions contemplated by this Agreement as specified in Schedules 3.5 and 3.24 hereto; (h) Since the Balance Sheet Date, there shall not have occurred any change which has had or would reasonably be expected to result in a Material Adverse Effect with respect to the Company; (i) Parent shall be reasonably satisfied that the Merger and the transactions contemplated thereby are exempt from the registration requirements of the Securities Act under Section 4(2) of the Securities Act pursuant to and in full compliance with the conditions of Rule 506 of Regulation D promulgated thereunderAct; (j) Parent shall be reasonably satisfied that the Merger and the transactions contemplated thereby are exempt from the registration or qualification provisions of all state securities laws applicable to the Merger and the transactions contemplated thereby; (k) Since the Balance Sheet Date, there shall not have occurred any change which has had or would reasonably be expected to result in a Material Adverse Effect with respect to the Company; (l) The Merger Agreement shall be concurrently filed with the Secretary of State of the State of CaliforniaDelaware; (m) Mark Gergen shall have entered into an Employment Agreement, in xxx xxxx xf EXHIBIT D hereto (the "GERGEN EMPLOYMENT AGREEMENT") and J.W. Hammon shall have entered inxx xx Employment Agreement, in the xxxx xx XXHIBIT E hereto (the "HAMMON EMPLOYMENT AGREEMENT"); (nl) The Shaxxxxxxers Stockholders signatory thereto shall have executed and delivered to Parent the Registration Rights Agreement; (o) Each holder of a Company Stock Option shall have executed and delivered to the Company an Option Termination Agreement in the form attached hereto as EXHIBIT B (the "EXECUTED OPTION TERMINATION Agreements") and each holder of a Company Stock Purchase Warrant shall have executed and delivered to the Company a Warrant Termination Agreement in the form attached hereto as EXHIBIT C (the "EXECUTED WARRANT TERMINATION AGREEMENTS"); and (pm) The Company shall have delivered to Parent a certificate, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, signed by the Company's chief executive officer and chief financial officer, to the effect set forth in clauses (a) through (hl), inclusive, and (k) inclusive of this Section 6.2.