Common use of The Company’s Conditions Clause in Contracts

The Company’s Conditions. The obligations of the Company and Merger Sub to consummate the Transactions will be subject to the satisfaction (or waiver by the Company and Merger Sub, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) (i) the GX Fundamental Representations shall be true, complete and correct as of the date of this Agreement and as of the Closing as though made as of the date of this Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a different time, in which case such representation and warranty shall be so true, complete and correct as of such different time) other than de minimis inaccuracies and (ii) the other representations and warranties of GX set forth in Article IV shall be true, complete and correct (without giving effect to any qualifications or limitations as to materiality or GX Material Adverse Effect set forth therein) as of the date of this Agreement and as of the Closing as though made as of the date of this Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a different time, in which case such representation and warranty shall be so true, complete and correct as of such different time) except, in the case of this clause (ii) for such failures to be true, complete and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a GX Material Adverse Effect; (b) GX shall have performed in all material respects its covenants required to be performed by it under this Agreement at or prior to the Closing; (c) at Closing, GX, the Company and the Company Subsidiaries will have, in the aggregate, Closing Cash in an amount equal to or greater than the Closing Cash Minimum; (d) GX shall have delivered, or caused to be delivered, to the Company, the following: (i) a counterpart to the Registration Rights and Lock-Up Agreement, duly executed by Xxxxxxx; (ii) counterparts to the Exchange Agreement, duly executed by the Second Merger Surviving Company and Sponsor; (iii) an affidavit described in Treasury Regulations section 1.1445-2(c)(3), with accompanying notice to the IRS, to the effect that GX is not and has not been a United States real property holding corporation within the relevant period, in each case executed as of the Closing Date by an appropriate officer and in form and substance satisfactory to the Company; and (iv) a certificate signed on behalf of GX by a senior executive of GX and dated as of the Closing Date certifying that the conditions set forth in Sections 6.2(a) and (b) have been satisfied.

The Company’s Conditions. The obligations obligation of the Company and Merger Sub to consummate the Transactions will sale of the Purchased Securities to a Purchaser shall be subject to the satisfaction (or waiver by the Company and Merger Sub, if permissible under applicable Law) on or prior to the Closing Date of each of the following conditions:conditions with respect to such Purchaser (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by Law): (a) (i) the GX Fundamental Representations representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality shall be true, complete true and correct as of the date of this Agreement when made and as of the Closing as though Date (except that any such representations and warranties made as of the a specific date of this Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a different time, in which case such representation and warranty shall be so true, complete required to be true and correct as of such different timedate only) other than de minimis inaccuracies and (ii) the all other representations and warranties of GX set forth in Article IV such Purchaser shall be true, complete true and correct (without giving effect to any qualifications or limitations as to materiality or GX Material Adverse Effect set forth therein) as of the date of this Agreement and in all material respects as of the Closing as though Date (except that any such representations of such Purchaser made as of the a specific date of this Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a different time, in which case such representation and warranty shall be so true, complete required to be true and correct in all material respects as of such different time) except, in the case of this clause (ii) for such failures to be true, complete and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a GX Material Adverse Effectdate only); (b) GX shall have performed in the Company obtains all material respects its covenants required consents pursuant to be performed any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which any of the Company Entities is a party, by it under this Agreement at which any of them is bound or prior to the Closing;which any of their respective Properties or assets is subject; and (c) at Closing, GX, the Company and the Company Subsidiaries will have, in the aggregate, Closing Cash in an amount equal to or greater than the Closing Cash Minimum; (d) GX such Purchaser shall have delivered, or caused to be delivered, to the CompanyCompany at the Closing such Purchaser’s closing deliveries described in Section 2.7. By acceptance of the Purchase Price from a Purchaser, the following: (i) a counterpart Company shall be deemed to have represented to such Purchaser that the Company has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Company on or prior to the Registration Rights Closing Date; and Lock-Up Agreement, duly executed the representations and warranties of the Company contained in this Agreement that are qualified by Xxxxxxx; (ii) counterparts to the Exchange Agreement, duly executed by the Second Merger Surviving Company materiality or Material Adverse Effect are true and Sponsor; (iii) an affidavit described in Treasury Regulations section 1.1445-2(c)(3), with accompanying notice to the IRS, to the effect that GX is not and has not been a United States real property holding corporation within the relevant period, in each case executed correct as of the Closing Date by an appropriate officer (except that any such representations and warranties made as of a specific date shall be required to be true and correct as of such date only) and all other representations and warranties of the Company are true and correct in form and substance satisfactory to the Company; and (iv) a certificate signed on behalf of GX by a senior executive of GX and dated all material respects as of the Closing Date certifying (except that the conditions set forth representations and warranties made as of a specific date shall be required to be true and correct or true and correct in Sections 6.2(a) and (b) have been satisfiedall material respects, as applicable, as of such date only).

The Company’s Conditions. The obligations obligation of the Company and Merger Sub to consummate effect the Transactions will Closing to a Purchaser shall be subject to the satisfaction (or waiver by the Company and Merger Sub, if permissible under applicable Law) on or prior to the Closing Date of each of the following conditions:conditions with respect to such Purchaser (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by applicable Law): (a) each Purchaser shall have performed and complied, in all material respects, with the covenants and agreements contained in this Agreement that are required to be performed and complied with by such Purchaser on or prior to the Closing Date; (ib) the GX Fundamental Representations representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality shall be true, complete true and correct when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “as of the date hereof” or “as of the date of this Agreement Agreement,” or a similar phrase, are made as of October 30, 2018, and will not be required to be true and correct as of the Closing as though made as of the date of this Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a different time, in which case such representation and warranty shall be so true, complete and correct as of such different time) other than de minimis inaccuracies and (ii) the other representations and warranties of GX set forth in Article IV shall be true, complete and correct (without giving effect to any qualifications or limitations as to materiality or GX Material Adverse Effect set forth therein) as of the date of this Agreement and as of the Closing as though made as of the date of this Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a different time, in which case such representation and warranty shall be so true, complete and correct as of such different time) except, in the case of this clause (ii) for such failures to be true, complete and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a GX Material Adverse Effect; (b) GX shall have performed in all material respects its covenants required to be performed by it under this Agreement at or prior to the ClosingDate); (c) at Closing, GX, the Company and the Company Subsidiaries will have, in the aggregate, Closing Cash in an amount equal to or greater than the Closing Cash Minimum; (d) GX shall have delivered, or caused to be delivered, to the Company, the following: (i) a counterpart to received counterparts of the Registration Rights and Lock-Up Agreement, duly executed by Xxxxxxx; (ii) counterparts to the Exchange Agreement, duly executed by the Second Merger Surviving Company and Sponsor; (iii) an affidavit described in Treasury Regulations section 1.1445-2(c)(3), with accompanying notice to the IRS, to the effect that GX is not and has not been a United States real property holding corporation within the relevant period, in each case executed as of the Closing Date by an appropriate officer and in form and substance satisfactory to the CompanyPurchaser; and (ivd) a certificate signed on behalf of GX by a senior executive of GX the Company shall have received the payments and dated as each of the Closing Date certifying that other documents to be delivered by the conditions set forth in Sections 6.2(a) and (b) have been satisfiedPurchasers pursuant to Section 2.08.

The Company’s Conditions. The obligations of the Company and Merger Sub to consummate the Transactions will be subject to the satisfaction (or waiver by the Company and Merger Subsuch Party, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) (i) the GX Parent Fundamental Representations shall be true, complete and correct as of the date of this Agreement and as of the Closing Date as though made as of the date of this Agreement and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of a different timean earlier date, in which case such representation and warranty shall be so true, complete and correct as of such different timeearlier date) other than de minimis inaccuracies and (ii) the other representations and warranties of GX Parent set forth in Article ‎Article IV shall be true, complete and correct (without giving effect to any qualifications or limitations as to materiality or GX Parent Material Adverse Effect set forth therein) as of the date of this Agreement and as of the Closing Date as though made as of the date of this Agreement and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of a different timean earlier date, in which case such representation and warranty shall be so true, complete and correct as of such different timeearlier date) except, in the case of this clause (ii) for such failures to be true, complete and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a GX Parent Material Adverse Effect; (b) GX Parent and Merger Sub shall have performed in all material respects its covenants required to be performed by it under this Agreement at or prior to the ClosingClosing Date; (c) at Closingsince the date of this Agreement, GX, the Company and the Company Subsidiaries will have, in the aggregate, Closing Cash in an amount equal to or greater than the Closing Cash Minimuma Parent Material Adverse Effect shall not have occurred; (d) GX Parent shall have delivered to Company evidence that it has approved the Transactions in its capacity as the sole shareholder of Merger Sub; and (e) Parent shall have delivered, or caused to be delivered, to the Company, the following: (i) a counterpart to of the Registration Investor Rights and Lock-Up Agreement, duly executed by XxxxxxxSponsor and Parent; (ii) counterparts to a counterpart of the Adjustment Escrow and Exchange Agent Agreement, duly executed by the Second Merger Surviving Company and Sponsor; (iii) an affidavit described in Treasury Regulations section 1.1445-2(c)(3), with accompanying notice to the IRS, to the effect that GX is not and has not been a United States real property holding corporation within the relevant period, in each case executed as of the Closing Date by an appropriate officer and in form and substance satisfactory to the Company; and (iviii) a certificate signed on behalf of GX Parent by a senior executive of GX Parent and dated as of the Closing Date certifying that the conditions set forth in Sections 6.2(a‎6.3(a), ‎(b) and (b‎(c) have been satisfied.

The Company’s Conditions. The obligations obligation of the Company and Merger Sub to consummate the Transactions will sale of the Purchased Shares to a Purchaser shall be subject to the satisfaction (or waiver by the Company and Merger Sub, if permissible under applicable Law) on or prior to the Closing Date of each of the following conditions:conditions with respect to the Purchaser (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by applicable Law): (a) (i) The representations and warranties of the GX Fundamental Representations Purchaser contained in this Agreement that are qualified by materiality shall be true, complete true and correct as of the date of this Agreement when made and as of the Closing as though Date (except that any such representations and warranties made as of a specific date shall be required to be true and correct as of such date only) and (ii) all other representations and warranties of the date of Purchaser contained in this Agreement shall be true and correct in all material respects when made and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks representations of the Purchaser made as of a different time, in which case such representation and warranty specific date shall be so true, complete required to be true and correct in all material respects as of such different time) other than de minimis inaccuracies and (ii) the other representations and warranties of GX set forth in Article IV shall be true, complete and correct (without giving effect to any qualifications or limitations as to materiality or GX Material Adverse Effect set forth therein) as of the date of this Agreement and as of the Closing as though made as of the date of this Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a different time, in which case such representation and warranty shall be so true, complete and correct as of such different time) except, in the case of this clause (ii) for such failures to be true, complete and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a GX Material Adverse Effect;only); and (b) GX shall have performed in all material respects its covenants required to be performed by it under this Agreement at or prior to the Closing; (c) at Closing, GX, the Company and the Company Subsidiaries will have, in the aggregate, Closing Cash in an amount equal to or greater than the Closing Cash Minimum; (d) GX The Purchaser shall have delivered, or caused to be delivered, to the CompanyCompany at the Closing the Purchaser’s closing deliveries described in Section 2.7; By acceptance of the applicable Purchased Shares, the following: (i) a counterpart Purchaser shall be deemed to have represented to the Registration Rights Company that the Purchaser has performed and Lock-Up Agreement, duly executed complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Xxxxxxx; (ii) counterparts it on or prior to the Exchange Agreement, duly executed Closing Date; and the representations and warranties of the Purchaser contained in this Agreement that are qualified by the Second Merger Surviving Company materiality are true and Sponsor; (iii) an affidavit described in Treasury Regulations section 1.1445-2(c)(3), with accompanying notice to the IRS, to the effect that GX is not and has not been a United States real property holding corporation within the relevant period, in each case executed correct as of the Closing Date by an appropriate officer (except that any such representations and warranties made as of a specific date shall be required to be true and correct as of such date only) and all other representations and warranties of the Purchaser are true and correct in form and substance satisfactory to the Company; and (iv) a certificate signed on behalf of GX by a senior executive of GX and dated all material respects as of the Closing Date certifying (except that the conditions set forth any such representations and warranties made as of a specific date shall be required to be true and correct in Sections 6.2(a) and (b) have been satisfiedall material respects as of such date only).

The Company’s Conditions. The obligations obligation of the Company and Merger Sub to consummate the Transactions will sale of the Purchased Shares to a Purchaser shall be subject to the satisfaction (or waiver by the Company and Merger Sub, if permissible under applicable Law) on or prior to the Closing Date of each of the following conditions:conditions with respect to such Purchaser (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by applicable Law): (a) (i) the GX Fundamental Representations The representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality shall be true, complete true and correct as of the date of this Agreement when made and as of the Closing as though Date (except that any such representations and warranties made as of the a specific date shall be required to be true and correct as of such date only) and (ii) all other representations and warranties of such Purchaser contained in this Agreement shall be true and correct in all material respects when made and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks representations of such Purchaser made as of a different time, in which case such representation and warranty specific date shall be so true, complete required to be true and correct in all material respects as of such different time) other than de minimis inaccuracies and (ii) the other representations and warranties of GX set forth in Article IV shall be true, complete and correct (without giving effect to any qualifications or limitations as to materiality or GX Material Adverse Effect set forth therein) as of the date of this Agreement and as of the Closing as though made as of the date of this Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a different time, in which case such representation and warranty shall be so true, complete and correct as of such different time) except, in the case of this clause (ii) for such failures to be true, complete and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a GX Material Adverse Effect;only); and (b) GX shall have performed in all material respects its covenants required to be performed by it under this Agreement at or prior to the Closing; (c) at Closing, GX, the Company and the Company Subsidiaries will have, in the aggregate, Closing Cash in an amount equal to or greater than the Closing Cash Minimum; (d) GX Such Purchaser shall have delivered, or caused to be delivered, to the CompanyCompany at the Closing such Purchaser’s closing deliveries described in Section 2.7; By acceptance of the applicable Purchased Shares, the following: (i) a counterpart each Purchaser shall be deemed to have represented to the Registration Rights Company that such Purchaser has performed and Lock-Up Agreement, duly executed complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Xxxxxxx; (ii) counterparts it on or prior to the Exchange Agreement, duly executed Closing Date; and the representations and warranties of such Purchaser contained in this Agreement that are qualified by the Second Merger Surviving Company materiality are true and Sponsor; (iii) an affidavit described in Treasury Regulations section 1.1445-2(c)(3), with accompanying notice to the IRS, to the effect that GX is not and has not been a United States real property holding corporation within the relevant period, in each case executed correct as of the Closing Date by an appropriate officer (except that any such representations and warranties made as of a specific date shall be required to be true and correct as of such date only) and all other representations and warranties of such Purchaser are true and correct in form and substance satisfactory to the Company; and (iv) a certificate signed on behalf of GX by a senior executive of GX and dated all material respects as of the Closing Date certifying (except that the conditions set forth any such representations and warranties made as of a specific date shall be required to be true and correct in Sections 6.2(a) and (b) have been satisfiedall material respects as of such date only).

The Company’s Conditions. The obligations obligation of the Company and Merger Sub to consummate the Transactions will sale of the Purchased Shares to a Purchaser shall be subject to the satisfaction (or waiver by the Company and Merger Sub, if permissible under applicable Law) on or prior to the Closing Date of each of the following conditions:conditions with respect to such Purchaser (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by applicable Law): (a) (i) the GX Fundamental Representations representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality shall be true, complete true and correct as of the date of this Agreement when made and as of the Closing as though Date (except that any such representations and warranties made as of the a specific date shall be required to be true and correct as of such date only) and all other representations and warranties of such Purchaser contained in this Agreement shall be true and correct in all material respects when made and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks representations of such Purchaser made as of a different time, in which case such representation and warranty specific date shall be so true, complete required to be true and correct in all material respects as of such different time) other than de minimis inaccuracies and (ii) the other representations and warranties of GX set forth in Article IV shall be true, complete and correct (without giving effect to any qualifications or limitations as to materiality or GX Material Adverse Effect set forth therein) as of the date of this Agreement and as of the Closing as though made as of the date of this Agreement and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a different time, in which case such representation and warranty shall be so true, complete and correct as of such different time) except, in the case of this clause (ii) for such failures to be true, complete and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a GX Material Adverse Effect;only); and (b) GX shall have performed in all material respects its covenants required to be performed by it under this Agreement at or prior to the Closing; (c) at Closing, GX, the Company and the Company Subsidiaries will have, in the aggregate, Closing Cash in an amount equal to or greater than the Closing Cash Minimum; (d) GX such Purchaser shall have delivered, or caused to be delivered, to the CompanyCompany at the Closing such Purchaser’s closing deliveries described in Section 2.7. By acceptance of the applicable Purchased Shares, the following: (i) a counterpart each Purchaser shall be deemed to have represented to the Registration Rights Company that such Purchaser has performed and Lock-Up Agreement, duly executed complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Xxxxxxx; (ii) counterparts it on or prior to the Exchange Agreement, duly executed Closing Date; and the representations and warranties of such Purchaser contained in this Agreement that are qualified by the Second Merger Surviving Company materiality are true and Sponsor; (iii) an affidavit described in Treasury Regulations section 1.1445-2(c)(3), with accompanying notice to the IRS, to the effect that GX is not and has not been a United States real property holding corporation within the relevant period, in each case executed correct as of the Closing Date by an appropriate officer (except that any such representations and warranties made as of a specific date shall be required to be true and correct as of such date only) and all other representations and warranties of such Purchaser are true and correct in form and substance satisfactory to the Company; and (iv) a certificate signed on behalf of GX by a senior executive of GX and dated all material respects as of the Closing Date certifying (except that the conditions set forth any such representations and warranties made as of a specific date shall be required to be true and correct in Sections 6.2(a) and (b) have been satisfiedall material respects as of such date only).