Additional Conditions to the Obligations of Parent Clause Samples

Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by Parent:

Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate the Closing and the transactions contemplated hereby will be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that any one or more of the following conditions may be waived only in writing by Parent):

Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following additional conditions, any or all of which may be waived in whole or in part by Parent to the extent permitted by applicable Law: (a) (i) the representations and warranties of the Company and the Shareholders set forth in Section 5.1 that are qualified as to materiality shall be true and correct, and (ii) such representations and warranties that are not so qualified shall be true and correct in all material respects, except where any such failure to be true and correct would not individually or in the aggregate result in a material adverse effect on Parent or the Company, in each case as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date); (b) the Company and the Shareholders shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (c) the Company shall have obtained all Consents from, and the Company shall have made all Filings to or with, any Person, including without limitation any Governmental Authority, necessary to be obtained or made in order for Parent to consummate the Merger, unless the failure to obtain such Consents or make such Filings would not, individually or in the aggregate, have a material adverse effect on Parent or the Company; (d) concurrent with the consummation of the Merger, the Related Merger shall be consummated; (e) each of the Company and the Holders Representative shall have executed and delivered the Escrow Agreement; (f) none of the holders of Company Common Shares outstanding as of the Effective Time shall have exercised and perfected a demand for appraisal rights under Section 31D-13-1323 of the WVBCA; (g) the Holder’s Representative shall have delivered to Parent a certificate certifying as to the aggregate amount of Estimated Tax Cash of the Company on hand as of the Effective Time which aggregate amount shall be satisfactory to Parent; (h) the Distribution Transactions shall have been consummated in form and substance satisfactory to Parent in all respects; (i) the Written Consent shall be in full force and effect; and (j) Parent and Merger Sub shall have received the opinion of Winston...

Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate and affect the Business Combination shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger also are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by Parent to the extent permitted by applicable Law: (a) the representations and warranties of the Company set forth in Section 5.1 that are qualified as to materiality or Company Material Adverse Effect shall be true and correct, and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), in each case except as permitted or contemplated by this Agreement; and (b) the Company and its subsidiaries shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; and (c) the representations and warranties of the Company Shareholder set forth in Section 5.3 shall be true and correct as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), in each case except as permitted or contemplated by this Agreement; and (d) this Agreement and the Merger and the other transactions contemplated hereby shall have been approved and ratified by holders of a majority of the outstanding Parent Shares.

Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate the Share Contribution and the other Transactions shall be subject to the satisfaction or waiver in writing at or prior to the Closing of each of the following conditions (it being understood and agreed that each such condition is solely for the benefit of Parent and may be waived the by Parent in writing in its sole discretion).

Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate the Transactions is subject to the satisfaction (or, to the extent permitted by law, waiver) of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it as of or prior to the Closing Date and (ii) the representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that, representations and warranties that are made as of a particular date or period shall be true and correct in all material respects only as of such date or period. (b) Parent shall have received a certificate of Buyer, executed on its behalf by an authorized officer of Buyer, dated the Closing Date, certifying that the conditions set forth in Section 8.3(a)(i) and Section 8.3(a)(ii) have been satisfied.

Additional Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger also are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by Parent to the extent permitted by applicable law: (a) the representations and warranties of the Company set forth in Section 5.1 that are qualified as to materiality or Material Adverse Effect shall be true and correct, and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), in each case except as permitted or contemplated by this Agreement; (b) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (c) the Company shall have delivered to Parent a certificate of its Chief Executive Officer and Chief Financial Officer to the effect that each of the conditions specified in clauses (a), (b) and (d) of this Section 7.3 is satisfied; (d) from the date of this Agreement to the Effective Time, there shall not have been any event or development which results in a Material Adverse Effect on the Company; (e) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have entered into the ▇▇▇▇▇▇ Employment Agreement; (f) ▇▇▇▇▇ ▇▇▇▇▇▇ shall have entered into the ▇▇▇▇▇▇ Employment Agreement; (g) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have entered into a Lock-Up Agreement substantially in the form of Exhibit E hereto (a “Lock-Up Agreement”); (h) ▇▇▇▇▇ ▇▇▇▇▇▇ shall have entered into a Lock-Up Agreement; and (i) holders of Company Shares owing an aggregate percentage interest of no more than five percent (5%) of the outstanding Company Shares on the date of this Agreement shall have given written notice to the Company of such stockholder’s wish to assert their respective right to elect to exercise its appraisal rights with respect to the Merger, as provided in the WBCA.

Additional Conditions to the Obligations of Parent. The obligations of Parent and Merger Sub to consummate the Transactions shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver at or prior to the Closing of each of the following conditions (it being understood and agreed that each such condition is solely for the benefit of Parent and Merger Sub and may be waived by Parent (on behalf of itself and/or Merger Sub) in writing in its sole discretion without notice or liability to any Person):