Common use of Additional Conditions Precedent to Closing Clause in Contracts

Additional Conditions Precedent to Closing. The Closing shall be contingent upon the following: (a) Satisfactory examination and verification of the adequacy and accuracy of all representations and warranties of the respective parties, including those contained in the financial statements; (b) Satisfactory verification that neither the transactions contemplated herein nor any other material aspect of the respective companies shall, in the opinion of counsel, be reasonably likely to cause any stop-order, litigation, breach of contract, federal, state or local administrative proceeding, or similar default or defalcation; (c) Satisfactory evidence that all pre-closing conditions or obligations have been fulfilled or complied with; (d) Satisfactory evidence that there are no rights of dissent or appraisal in favor of any holder of Egenix Common Stock, Egenix Preferred Stock or Pathogenics Common Stock except as permitted hereby, no preemptive rights with respect to any shares or class of shares, no requirement for fairness hearings, fairness opinions, or similar regulatory processes, and no rights to rescission or injunctive relief, unless the above rights have been waived or released in accordance with applicable law; and (e) Necessary approvals, if any, of administrative agencies, or state level corporate commissioners have been obtained.